Bye_laws
CHAPTER 1
DENOMINATION, OBJECTIVES,
ADDRESS AND RANGE OF OPERATION
1 With the denomination "International Wine Clubs Associate", and Association is constituted, adopting the rules established in the law 191/64 of December 24th, and the complementary norms of Decree 1440/65, dated May 20th, and without any lucrative purpose.
2 The main objective of this Association is to facilitate a forum for the full and free exchange of information and views between member, with the purpose of improving their situation and protecting their long range interests wherever necessary in any area of the world.
3 To achieve these ends the following activities will be undertaken:
a) Activities aimed towards enhancing a culture of wine comprehension and appreciation on an international level.
b) Activities defending the culture of wine appreciation against any pressure groups or anti-wine organisations.
c) Activities designed to encourage collaboration between its members.
4 The Association established its registered address in:
  International Wine Clubs Association
Calle Conde de la Cimera, 4
28040 MADRID - SPAIN

and its territorial range of activities will be world-wide.
CHAPTER II
5 The Association will be directed by a Management Committee, composed by a Chairman, a Treasurer, a Secretary and two Ordinary Members. No member may hold more than one task on the Committee.
  The Association will be managed by an Administrative Committee formed by the Chairman, the Treasurer, and the Secretary.
  All the parts that comprise the Management Committee and the Administrative Committee will be gratuitous and the members will be designated at each Congress for a two-year period.
  The members of the Management Committee and the Administrators can be reelected for a maximum of three two-year terms.
  A minimum of two years must have elapsed before a former member may again be eligible for election to the Committee. All elections will be conducted on the basis of one member - one vote.
6 The Management Committee and the Administrative Committee will meet as often as required by the President (or on the initiative of two of its members), and will be constituted when half plus one of its members attend the meeting and for their agreements to be valid a majority of vote is required. In the cast of equal number of votes, the President's vote will be decisive.
7 The Management Committee's faculties are :
a) To direct the social activities.
b) To execute the agreements reached during the Congresses.
c) To elaborate the Annual Budget and submit same to the Congress for approval as well as the Financial Statements.
d) To prepare a Code of Ethics to be approved by the Congress.
e) Expulsion of members.
f) Any other activity that is not the exclusive competence of the Congress.
  The powers of the Administrative Committee are :
a) To carry out the Association Economic Administration, agreeing to undertake convenient contacts and activities.
b) To determine the admission of new members.
c) To name delegates to carry out certain activities for the Association.
8 The President will have the following attributions :
- Legal representation of the Association in the face of all public or private organisations.
- To convene, preside and adjourn the sessions celebrated by the Management Committee and the Administrative Committee in meetings.
- To authorise with his signature documents, minutes of meetings and correspondence.
- To adopt any urgent measure advisable for the well-being of the Association even though reported at a later date to the Management Committee.
9 The Secretary will be in charge of directing all administrative tasks of the Association.
10 The Treasurer will collect and guard the funds pertaining to the Association, giving account of payments and authorising the corresponding bank documents.
11 Any vacancies that could occur during the mandate of any of the Directive Member will be provisionally covered between said members until a new definite election takes place when Congress next meets.
  All directive duties will be completely gratuitous.
CHAPTER III - CONGRESS
12 Congress is the Association supreme organisation, and will be composed by all members.
13 The Congress meeting will be ordinary and extraordinary. The ordinary one will be celebrated every two years. The extraordinary congress will be held whenever circumstances make it advisable, depending on the President's criteria or when the Management Committee agrees to same.
14 The notice to the meeting of a Congress, whether ordinary or extraordinary, will be sent in writing, informing about the place, the day and hour of the meeting, together with the corresponding agenda.
15 The Congress, whether ordinary or extraordinary will be duly constituted when attended by a majority of members with the right to vote. The resolutions will be determined by simple majority vote of the attendants.
16 Powers of the Congress:
  a) To approve, as the case may be, the steps taken by both the Management and Administrative Committees.
b) To examine and approve the Financial Statements.
c) To fix the membership fees.
d) To name the management team.
e) Modification of the rules.
f) Dissolution of the Association.
CHAPTER IV - MEMBERS
17 Any Wine Club from any country in the world may belong to the Association, providing that its structure objectives and volume of operations complies with the following :
  1) Activity
  The Club's main activity is the "mail order" sale of wines and spirits, as well as other products and services closely related with them, directed towards an established number of subscribers or members of the Club.
  2) Clients
  The customers are to be primarily consumers, not traders.
  3) Membership Rules
  Membership of the Club should be open to any individual interested in developing his or her knowledge of wine, without any unreasonable obstacles being put in their way.
  4) Regular Contact
  The Club must have a regular and active contact with its members, through magazines, catalogues, telephone or electronic means.
  5) Emphasis on Wine Appreciation
  The Club must lay emphasis on the gain in the member's enjoyment and knowledge of wine and wine-related activity.
  6) Scale of Operations
  The Club has a sales volume of at least 200,000 bottles a year.
  7) Continuity
  The Club has been in active existence for at least three years.
  8) Commercial Character
  It is a registered company obliged to disclose Profit and Loss account to the relevant authorities and to operate under regulations appropriate to commercial organisations.
18 Members of the Club will resign for any of the following causes :
  a) Voluntary resignation notified in writing to the Management Committee.
b) Ceasing to meet the criteria of eligibility.
c) Unfulfillment of the member’s economic obligations.
d) Bankruptcy.
e) Gross misconduct.
19 Members will have the following rights :
  a) Participate actively in the Association’s activities.
b) Attend Management Committee Meetings.
c) Attend or name representatives for Congress meetings.
d) Dispose of all the benefits and advantages that the Association may obtain.
e) Be electors and eligible for election for directive positions.
20 Members will have the following obligations :
  a) Comply with the Articles of Association and agreements of the Congresses and Management Committee.
b) Payment of the established quotas.
c) Circulate to all the other members copies of their regular customer communications.
d) Act as host following a rotation sequence upon proposal by the Management Committee at regular bi-annual Congress of the Association.
CHAPTER V - ECONOMIC RESOURCES
21 The economic resources allocated for the undertaking of the objectives and activities of the Association will be as follows :
  a) The Initial Patrimony will comprise 9,000 sterling pounds being the equivalent of 1.845.000. - Ptas. (one million eight hundred and forty five thousand pesetas).
b) The corresponding annual fees.
c) Any other legitimate resource.
22 The limit of the Association Annual Budget will be established during the biannual Ordinary Congress.
CHAPTER VI - DISSOLUTION OF THE ASSOCIATION
23 The Association will be dissolved for any of the following causes :
  a) With the agreement of the two thirds of its members taken in an extraordinary Congress.
b) Because the objectives and aims for which the Association was formed have deviated or have been substantially changed.
24 If dissolution takes place a Liquidating Commission will be formed. Once the debts are satisfied, if any funds remain, they will be destined to charity.
ADDITIONAL DISPOSITION
  On all which is not foreseen in the Articles of Association, the present Law of Associations dated 24th December 1964 and complementary dispositions in force will be applied on.