There is hereby constituted an Association between subscribers to these Articles of Association and those who will subsequently become subscribers. The said Association is governed by French Law dated July 1, 1901 and the legislative texts currently in force amending it or adding to it, and by these Articles of Association.
The Association is an apolitical professional organisation with the purpose of:
In order to achieve its purpose, the Association intends to make particular use of the following methods of action:
The name of the Association is World Association of Chefs’ Societies “Worldchefs”. The World Association of Chefs’ Societies remains the official name of the Association. However, for commercial and communication purposes, the brand name or acronym “Worldchefs” will be used.
The registered office is based in 15 Rue Tiquetonne, 75002 Paris, France. It may be moved within the same country by decision of the President, and the Board of Directors.
The Association is constituted for an indeterminate duration, starting from the declaration made in compliance with French Law of 1901 and its publication in the Official Journal.
The Association is made up of:
1. Founding Members, namely:
The said founding members constituted this association in order to pursue the objectives of the seventeen (17) countries that met in 1928 at the Sorbonne in Paris.
2. Active Members, namely:
National Society Members: Worldchefs is a global representative grouping of national chefs’ societies. Each country may be represented by a single chefs’ society, which must be of national importance. In this context, the expression “country” shall refer to an independent State, identified as defined in the Standing Rules document.
National Society Members have the right to vote.
3. Affiliate Society Members, namely:
These have a provisional membership status that may not last longer than a period of five years. Affiliate Society Members allow associations to be developed in new countries to help them become National Society Members. Affiliate Society Members may only join the Association after approval by the Board of Directors.
Affiliate Society Members have no right to vote.
4. Honorary Life Members, namely:
These are people upon whom the Board of Directors have conferred this capacity because of their exceptional effort towards the goals pursued by the Association, and in particular those who have given service to the culinary profession in general.
Honorary Life Members have no right to vote.
5. Members, namely:
Associate and Corporate members may join following the recommendation by a National Society Member or Continental Director or President and the approval of the Board of Directors.
Associate and Corporate Members have no right to vote.
Applications for membership as a National Society Member, Affiliate Society Member or Associate Member of Worldchefs must firstly be submitted online via www.worldchefs.org to the Continental Director and Secretary General to review the application taking into consideration the required criteria for becoming a member.
All Corporate Member applications must be submitted online via www.worldchefs.org to the Managing Director and Secretary General to review before submitting it to the Board of Directors.
Applications to be submitted for National Society membership must include documentation proving their legitimate existence for a period of at least two years as a National Society, and recognition by their national government.
All membership applications must meet the required membership category criteria.
A National Society, which is or would like to become a member of Worldchefs must have the following minimum requirements in its national statutes:
The National Society Member shall undertake to provide the Worldchefs Managing Director and applicable Continental Directors with the following information:
At the Association’s General Meeting, the Board of Directors shall present National Society Member applications for membership that have been given prior approval by the Secretary General and Board of Directors. National Society Members must then vote to ratify the applications for membership, applying the majority set out in Article 29 below.
In the event that an Associate Member application is presented from a society in a country that is already represented in the Association, membership will only be granted after gaining the recommendation of the National Society Member already represented or the Continental Director or President with final approval by the Board of Directors.
One ceases to be a member by:
Should a member (National Society, Affiliate Society, Corporate or Associate) default in their membership dues, each case will be reviewed by the Executive Committee before any formal removal process begins.
The Board of Directors at their discretion, may extend payment considerations for exceptional circumstances due to hardships, which will be reviewed on a per case basis.
Should a recommendation be presented to the Board of Directors to remove a member and/or not allow membership renewal for breach of ethics in order to protect the association and/or its members, a review committee will be appointed by the President, which will include an appeal process to ensure fairness and transparency.
Members belonging to one of the categories set out in Article 7 above, with the exception of Honorary Life Members, shall pay an annual subscription. The amount and expiry date of the said subscription shall be set each year by the Board of Directors. Any change to the annual subscription fee must be approved by the Board of Directors and ratified by majority vote of the National Society Members during a General Meeting before becoming effective.
The Association’s resources include:
In the four (4) months following each financial year, the Worldchefs office under the direction of the Managing Director shall draw up annual accounts according to the standards in the general accounting plan.
The financial year begins on the 1st of January and ends on the 31st of December of each year.
The Association shall set up a reserve fund of which the specific purpose is partly to cover the financial commitments that the Association supports as part of its functions, to meet all or part of the obligations it has undertaken; and partly to take up voluntary assistance and facilities made available free, i.e., premises, equipment, and staff, that would otherwise be lacking. The mechanisms for running and building up this reserve fund shall be set by the Board of Directors.
In the case of contributions of moveable or immoveable assets to the Association, the contributor’s ability to have taxation funds returned shall be exercised in accordance with the provisions set out by the agreements concluded with the Association, as validly represented by its President. Such taxation funds in return shall be visually made available and be represented in the financial statement and audit with clear indication of the contributor under the binding and issued Taxation Law of the Registered Office.
Those standing for the Presidium as a President must have been involved with Worldchefs as a member of the Board of Directors or Committee. The nomination of the President must have the endorsement of their National Society Member.
The Association is run by an Executive Committee consisting of thee following positions:
The President is elected during the General Meeting on the majority conditions set out in Article 29 of these Articles of Association. The elected President appoints the Vice President, 2 Assistant Vice Presidents and the Secretary General, who may belong to a different fully paid-up National Society Member.
The President will inform the National Society Member Presidents of their appointments.
Each Executive Committee Member carries one vote.
Legal entities are represented by their acting legal representative, or by any other person whose authorisation to this effect has been notified to Worldchefs.
Members of the Executive Committee are elected for a term of four (4) years and may only stand for a maximum of two (2) terms in office. Any changes due to extenuating circumstances must be approved and voted on by the Board of Directors.
The duties of a member of the Executive Committee cease upon:
Without prejudice to their respective remits defined below, members of the Executive Committee are collectively responsible for preparing and implementing the decisions of the Board of Directors.
As well as the foregoing, they put forward the Standing Rules of the Association for the approval of the Board of Directors.
The Executive Committee meets as often as the interest of the Association demands when a meeting is called by the President, who sets the agenda.
The meeting may be called by any method, even verbally, at least thirty (30) days in advance. Decisions are taken by a majority of the members present. In the event of a tied vote, the President has a casting vote.
Minutes of Executive Committee meetings shall be kept in a digital folder after being approved by the President and the Secretary General.
The Executive Committee’s procedures are specified and completed in the Standing Rules document.
The President combines the functions of chair of the Executive Committee, the Board of Directors, and the Association.
The President is responsible for the daily running of the Association, acts on behalf of the Executive Committee, the Board of Directors, and the Association, and in particular:
The Vice President assists the President to exercise their duties.
The Vice President shall replace the President in the event of prolonged or permanent inability to discharge their duties, according to the procedures set out in the Standing Rules.
The Assistant Vice President of Finance will oversee all financial governance of Worldchefs and assist the President to exercise their duties.
The Assistant Vice President will assist the President to exercise their duties.
The Secretary General supervises the functioning of the Association in material, administrative and legal terms. The Secretary General takes the minutes of meetings and deliberations of the Executive Committee, the Board of Directors, and General Meetings, or causes them to be taken under their control.
The Secretary General carries out the formalities set out in the said Articles or causes them to be carried out under their responsibilities.
The Managing Director is appointed by the President on a contract basis. They draw up the annual accounts of the Association or causes them to be drawn up under their control. The Managing Director circulates the annual call for subscriptions or causes them to be circulated. They draft the annual budgets and financial reports, which are presented to the Board of Directors for approval along with the annual accounts or causes them to be drafted in conjunction with the appointed registered accountancy firm.
The Managing Director only pays pre-approved expenses and deposits receipts or causes them to be paid or deposited under their control. Standing Rules 2.1.
The Managing Director is not a member of the Board of Directors and does not carry a vote.
The Continental Directors represent the continental areas of Africa and the Middle East (1), Americas (1), Asia (1), Europe (South, Central and North) (3) and the Pacific Rim (1).
The Continental Directors are elected by the current National Society Members of their designated region or of a Continent assigned to them in the current official geographical list of members. Each Continental Director carries one vote.
The Continental Directors are elected at the bi-annual Congress, alternating with the elections of the Executive Committee, for a term of four (4) years, but no more than two (2) terms. Standing Rules 3.6.5.
The Continental Directors represent the National Society Members and Associate Members (Chef Societies) in their respective regions and shall notify the Board of Directors about all subjects that are important to the Association, including professional matters, matters of training, organising support and new memberships.
In the event of resignation, death or inability to carry out the duties of Continental Director, the defaulting Director shall be immediately replaced by the current National Society Members of their designated region or of the Continent assigned to the said Director, either at the Annual Continental Meeting in person or online, if this is held within 4 (four) weeks of the default, or by majority vote in person or in writing of the National Society Members in the respective Continent.
The Immediate Past President is automatically elected as a voting member of the Board of Directors. They shall assist and advise the Board of Directors.
They may be invited to manage special tasks and projects for the Association.
Upon approval of the President and Board of Directors, the title of Honorary Life President may be granted to one of its former Presidents during the Association’s General Meeting.
There may not be more than one Honorary Life President at any particular time.
The Honorary Life President carries a vote on the Board of Directors.
The Board of Directors consists of:
The duties of a member of the Board of Directors cease upon:
The Board of Directors shall meet in person or online at least one (1) occasion per year, at the initiative of the President and when they call a meeting. It may also meet at the initiative of at least three (3) of its members, on the conditions set out in the Standing Rules, at the initiative of the President or, failing that, of one of the Board of Directors.
Meetings may be called by any method, even verbally, at least thirty (30) days before the date set for the meeting.
Calls to the meeting shall contain the agenda of the meeting, set by the President or, failing that, by one of the Board of Directors.
When the Board of Directors meets at the initiative of a quarter of its members, the latter may demand that matters they wish to discuss be put on the agenda.
Decisions of the Board of Directors shall not be valid unless more than half of its members are present or represented.
Decisions are taken by a majority of the members present or represented. In the event of a tied vote, the President has a casting vote.
The Board of Directors’ procedures are specified in the Standing Rules document.
The Board of Directors is invested with the widest possible powers to act in the name of the Association and to carry out all acts and transactions that are not reserved to the General Meeting.
In particular, the Board of Directors:
The role of the Director shall be unpaid; expenses laid out in carrying out their mission shall be advanced to them on quotation or reimbursed on submitting a supportive document.
The President appoints the Chair and Members of the Designated Committees for a term of four (4) years, after having consulted the Board of Directors in advance. The Board of Directors shall give a consultative opinion.
Committee Chairs and Member appointments must be pre-approved by the respective National Society Member President with confirmation of current membership status within their national association.
Upon consultation with the Board of Directors, the President may extend the term of a Committee Chair or Member.
The composition and functions of the Designated Committees shall be determined by the Standing Rules document.
General Meetings comprise of all members. Those National Society Members that are active and up to date with their subscriptions before the said meeting shall be eligible for voting.
Legal entities are represented by their acting legal representative or by any other person whose authorisation to this effect has been notified to the Board of Directors.
General Meetings are called in person or online by the President in conjunction with the Board of Directors, by any method, even verbally, at least three (3) months in advance. The call to the meeting shall contain the agenda decided by the President and Board of Directors.
When General Meetings are called in person or online at the initiative of a quarter (1/4) of the National Society Members, the latter may demand that matters they wish to discuss be included on the agenda.
The General Meeting’s procedures are specified and completed in the Standing Rules document.
The Ordinary General Meeting convenes every two (2) years at the bi-annual Congress of the Association, and/or whenever it is called by the Board of Directors or at the request of a quarter (1/4) of the Association’s National Society Members in a format approved by the Board of Directors, which may include, when deemed necessary due to unusual circumstances, by video conferencing and electronic voting.
During the Ordinary General Meeting, the National Society Members elect the President who appoints the Executive Committee. In alternate years, the National Society Members of each Continent elect their respective Continental Directors.
The President or their designate chairs the Meeting and presents the Association’s general review and current situation, including the annual accounts and reports that have been approved and/or provided by the Board of Directors and/or Managing Director.
The Ordinary General Meeting ratifies the provisional budget presented by the Assistant Vice President of Finance on behalf of the Board of Directors or their designate, and grants discharge to the Directors for their management.
Decisions of the Ordinary General Meeting shall not be valid unless a quorum of fifty-one percent (51%) of its National Society Members are present or represented in person and/or online.
If there is no quorum (less than 51%) the first time the meeting is called, the Ordinary General Meeting shall be called again, on the same notice conditions and with the same agenda. Then it may make valid decisions, whatever the number of its members present or represented. Decisions are taken by a majority of the members present or represented.
The Extraordinary General Meeting is competent to amend the Articles of Association, dissolve the Association and distribute its assets, merge, or restructure the Association.
Decisions of the Extraordinary General Meeting shall not be valid unless a quorum of fifty-one per cent (51%) of its National Society Members are present or represented in person and/or online.
If there is no quorum (less than 51%) the first time the meeting is called, the Extraordinary General Meeting shall be called again, on the same notice conditions and with the same agenda. Then it may make valid decisions, whatever the number of its members present or represented. Decisions are taken by a majority of two thirds (2/3) of the members present or represented.
In the event of dissolution that does not follow a merger, the Extraordinary General Meeting shall appoint one or more liquidators tasked with liquidating the Association.
It shall allocate the net assets to any non-profit-making association or organisation of its choice pursuing the same purpose, or a similar or connected one.
A Standing Rules document, drawn up and approved by the Board of Directors, shall specify the statutory provisions regarding the Association’s functioning and adhere to them as necessary.