Articles of Association
Order of Knights of the
Truffle and Wines of Alba
Article 1 – Name
A voluntary not-for-profit association governed by Italian law and these Articles of Association is formed between those accepting these Articles and agreeing to comply with the terms of membership set out herein.
This association is named: Order of Knights of the Truffle and Wines of Alba.
Article 2 –Scope
The association sets itself the following goals:
a) to preserve, protect or reintroduce local customs, practices and traditions;
b) to appraise local food and wine;
c) to promote the typical wines and food of Alba, both in Italy and abroad, including by means of setting up Delegations run by Delegation Masters appointed by the Ruling Council;
d) to develop friendship and solidarity among members, and to maintain contacts with other Italian and foreign food and wine confraternities. The association is prohibited from carrying out any activities other than those listed above. The association may, however, carry out secondary activities in addition to and directly linked to its official activities within the limits provided for under Italian Legislative Decree no. 460 dated December 4th 1997 and subsequent amendments and additions.
Article 3 – Registered Office and Duration
1) The Order’s registered office is in Grinzane Cavour Castle. It may be transferred elsewhere by decision of the Order’s Ruling Council.
2) The duration of the Association is not subject to any time limit.
Article 4 – Members of the association and their obligations
1) The Order is composed of regular Knights; the Ruling Council may appoint Honorary Knights and Friends of the Order chosen from among those who have distinguished themselves in the professional, civil or social sphere.
2) Only regular Knights have voting rights and may hold positions within the association. Persons who enjoy civil rights and accept and share the aims of the Order may be put forward to become Knights. Upon their joining the Association, regular Knights receive the official Knight’s Medallion.
3) Regular Knights are accepted as members of the Association indefinitely in accordance with the following procedure:
a) Postulants must send the Grand Master a written application showing:
– their personal details and permanent address, taxpayer ID no.,
– the names of two regular Knights acting as sponsors;
– an undertaking to pay the joining fee and the subsequent annual membership dues, and to maintain membership of the Order for at least three calendar years starting from January 1st of the year following joining;
– a curriculum vitae listing any decorations, positions held, service and experience;
– a declaration of full, unconditional knowledge and acceptance of the Memorandum of Association, the provisions of the Articles of Association, the rules and any Regulations, the decisions already taken by the Association’s Bodies;
b) the Ruling Council’s decision with regard to applications to join the Association is final. A refusal to accept an application requires no justification and is not open to appeal;
c) following communication of their approval, postulants must pay the joining fee in the amount and by the time indicated by the Ruling Council; failing this, the decision to approve their membership shall no longer have effect; the application may be renewed subsequently providing it is accompanied by payment of the joining fee;
d) the decision to approve membership will take effect following payment of the membership dues by the new member.
4) Members shall:
a) pay the annual membership dues by the date set by the Ruling Council; failure to do so may result in forfeiture of membership; after inviting a defaulting member to comply, the Ruling Council may decide on forfeiture of membership.
b) comply with the Articles of Association, the internal regulations and decisions taken by the governing bodies;
5) Membership dues and contributions are non-transferable and non-adjustable.
6) Knights who intend to withdraw from the Order shall inform the Ruling Council of their intention by September 30th of the year preceding their withdrawal, and shall at the same time return their Medallion in the case envisaged in the next paragraph.
7) Members who cease for any reason to be part of the Association have no right to the refunding of dues paid in accordance with the Articles of Association, and in the event of their having been members of the Order for less than three calendar years starting from January 1st of the year following their joining (as provided for under art. 4 paragraph 3 a) they shall return all emblems belonging to the Order.
Article 5 –Association’s Governing Bodies
1) The Order’s governing bodies are:
– The Grand Council
– The Ruling Council
– The Committee of Senior Knights (Disputes Panel)
– The Grand Master
– The Audit Committee
Article 6 – The Grand Council and its terms of reference
1) The Grand Council is composed of regular Knights in an ordinary or extraordinary general meeting. The Grand Council is convened, whether in an ordinary or an extraordinary session, by the Grand Master, or – in the event of the Grand Master being unable to do so – by the Deputy Grand Master, or – in the event of the Deputy Grand Master being unable to do so – by the appointee senior Master of the Ruling Council, at the headquarters of the Order or in another location provided it is in Italy, by notice sent at least ten days prior to the meeting by any means and/or system of communication that allows for confirmation of sending and receipt, including fax, email and registered mail delivered by hand to be addressed to the domicile (address, fax number, email address, other address) indicated by Knights on their application to join the Order or communicated subsequently in writing. The notice convening the meeting must state the day, time and place of the meeting and the Agenda, as well as the day and time for a second convocation if required.
2) The Grand Council is responsible for electing:
a) the members of the Ruling Council, who acquire the title of Master of the Ruling Council; these elected Masters of the Ruling Council appoint the Grand Master from among their number during the first meeting of the Ruling Council;
b) the members of the Audit Committee, if it is considered appropriate.
3) Ordinary general meetings are convened at least once a year; they approve final statements of accounts and budgets, and decide on the Order’s plans and actions.
4) Extraordinary general meetings are convened whenever it is in the interests of the Order, on the initiative of the Ruling Council, or by written request of at least 25% of regular Knights as of December 31st of the previous year. Any changes to the Articles of Association must be passed by an extraordinary general meeting.
5) Both ordinary and extraordinary general meetings are valid however many members attend. Resolutions may be passed at ordinary general meetings by a simple majority of those present, whereas a majority of two thirds of those present is required at extraordinary general meetings.
6) Regular Knights may be appointed as proxy for General Meetings by a maximum number of three other Knights.
Article 7 – The Ruling Council
1) The Ruling Council is composed of between 5 and 15 Masters elected by a simple majority of regular Knights.
2) The Ruling Council remains in office for three years and its members can be re-elected multiple times. Masters on the Ruling Council who do not attend regularly-called Council meetings without justification on more than 3 consecutive occasions will lose their position with forfeiture ascertained by the remaining Masters on the Ruling Council.
3) In the event of termination of the position for any reason, replacements will be added to the Ruling Council by co-optation. Masters elected to the Ruling Council in this way will remain in office until the next Ordinary General Meeting of the Grand Council, which will confirm or replace them; Masters on the Ruling Council whose co-optation is confirmed by the General Meeting will remain in place until the expiry of the term of office of the Ruling Council which co-opted them.
4) The Ruling Council meets at least twice a year on the call of the Grand Master, or – in the event of the Grand Master being unable to do so – by the Deputy Grand Master, or – in the event of the Deputy Grand Master being unable to do so – by the appointee senior Master of the Ruling Council, at the headquarters of the Order or in another location provided it is in Italy, by notice sent at least five days prior to the meeting by any means and/or system of communication that allows for confirmation of sending and receipt, including fax, email and registered mail delivered by hand to be addressed to the domicile (address, fax number, email address, other address) indicated by Masters on the Ruling Council on their application to join the Order or communicated subsequently in writing. The notice convening the meeting must state the day, time and place of the meeting, and the Agenda.
5) Participation is allowed by audio or video conference link provided that the identity of those present can be verified.
6) The Ruling Council is validly convened when the majority of its members are present, and takes decisions by simple majority of those present.
7) The Masters on the Ruling Council are to take part in the Order’s Chapters.
Article 8 – Terms of reference of the Ruling Council
1) The Ruling Council is tasked with:
a) appointing the Grand Master from among its members, and – if it so considers – the Deputy Grand Master during the first meeting following the appointment of the Masters on the Ruling Council by the Grand Council, as well as subsequently if a replacement is required;
b) preparing the budget and the final statement of accounts by March 30th of each year;
c) setting the amount of the membership dues referred to under art. 4 paragraph 5;
d) allocating operating profits and surpluses to the performance of official and directly related activities. The distribution, whether direct or indirect, of operating profits and surpluses, as well as funds, reserves or capital, is in any case forbidden during the life of the association, unless their destination or distributio¬n is imposed by the law;
e) electing the experts on the technical panels, deciding on the number of members and duration, and in particular:
– the experts on the Tasting Panel for the Selection of Great Wines of Alba, which is to be composed of between a minimum of five and a maximum of fifteen members;
– the three experts on the wine panel, if one is to be elected;
– the three experts on the food panel, if one is to be elected.
If appointed, the technical panels are invited by the Ruling Council to supply technical-quality appraisals of the food and wine products submitted to them. Should it so choose, the Ruling Council may release the panels’ appraisals;
f) nominating the members of the Committee of Senior Knights acting as a disputes panel;
g) setting up Delegations pursuant to art. 2 paragraph 1) c) and electing the Masters of said Delegations, establishing their terms of reference;
h) assigning the following positions, if required: treasurer, registrar, master of ceremonies and standard bearer.
Only regular Knights may be chosen for these positions; they will remain in office for three years, and can be re-elected;
i) drawing up and approving the Regulations of the Delegations or other Regulations which may be deemed of use and appropriate for the management of the association;
j) authorizing third parties in the use of the logo, trademark or any other graphical element identifying the Association;
k) overseeing and defending the interests of the Order;
l) negotiating and reaching settlements in the name and on behalf of the Order in legal proceedings through the person of the Grand Master or other Master specially designated by the Ruling Council;
m) establishing the agenda of the Grand Council;
n) examining nominations for candidates for knighthood; declaring their acceptance or refusal without having to specify the grounds;
o) pronouncing on cases of unworthiness to belong to the Order and communicating expulsion and related grounds to the interested party;
p) pronouncing on cases of forfeiture of Masters on the Ruling Council referred to under art. 7 paragraph 2 and of members referred to under art. 4 paragraph 4 a);
q) appointing Honorary Knights and Friends of the Order;
r) performing all the other tasks required for the successful operation of the Order, having the right to delegate part of all of its powers to one or more members in relation to particular activities.
2) The Masters of the Ruling Council may, if so delegated by the Grand Master, act in the place of the latter by attending the Chapters of Italian and foreign Delegations in which the Investiture of new Knights is envisaged.
Article 9 – The Committee of Senior Knights and its terms of reference
1) The Committee of Senior Knights (Disputes panel) is formed by three members elected by the Ruling Council and chosen from among the regular Knights. They remain in office for three years, and can be re-elected.
2) The Committee of Senior Knights is tasked with the following:
a) appointing a Chair from among their number;
b) making final decisions without procedural formalities on disputes that may arise between the Order and Knights, passing judgment impartially;
c) deciding as Honorary Judge on questions relating to knighthood and moral issues which are submitted to it by the Ruling Council;
d) deciding on all disputes which may arise between Knights when agreed by the latter.
Article 10 – The Grand Master and his or her terms of reference
1) The Grand Master – and, if deemed appropriate, the Deputy Grand Master– is elected by the Ruling Council from among its members. They remain in office for three years and can be re-elected.
2) The Grand Master, and in his or her absence the Deputy Grand Master, and in his or her absence the appointee senior Master of the Ruling Council, is the Association’s legal representative vis-à-vis third parties and in legal proceedings. In the event of the Grand Master being absent or unable, he or she is replaced – in the activities of the association as well – by the Deputy Grand Master, and in his or her absence the appointee senior Master of the Ruling Council.
3) The Grand Master is tasked with the following:
a) calling, attending and presiding over Chapters and General Meetings of the Grand Council; if unable to do so, the Grand Master has the right to delegate this responsibility to a Master on the Ruling Council pursuant to art. 8 paragraph 2;
b) implementing the decisions of the Ruling Council and Grand Council, to which the Grand Master reports on the activities of ordinary administration carried out; in exceptional cases of need and urgency, the Grand Master may also perform acts of extraordinary administration, but in such cases must convene the Ruling Council without delay to approve his or her actions;
c) overseeing the good administration of the Association, verifying compliance with the Articles of Association and approved Regulations, promoting their reform wherever necessary;
d) supervising the preparation of the budget and the final statement of accounts to be submitted for the approval of the Ruling Council and Grand Council, accompanying them with suitable reports;
e) carrying out missions in Italy and abroad;
f) admitting new Postulants.
Article 11 – The Audit Committee
1) The Order’s Grand Council may assign the controlling of the management of the Association to a Board of Auditors composed of three permanent and two acting members or to a Sole Auditor, preferably but not necessarily chosen from among its own members.
2) The Audit Committee will remain in office for a three-year period, and may be re-elected.
3) The Sole Auditor or at least one member of the Board must be on the Register of Statutory Auditors.
4) The Audit Committee shall verify that accounts are correctly kept, shall draw up an annual financial statement report, may inspect the Association’s accounting documentation, and will be invited to take part in meetings of the Grand Council and of the Ruling Council.
Article 12 – The Treasury of the Order
1) The treasury of the Order is composed of:
a) the annual dues paid by the Knights, the amount of which is established yearly by the Ruling Council;
b) the Chapter attendance fees and any subscriptions paid as contributions;
c) any donations, assets and securities of any kind which the Order may acquire and accept.
Article 13 – Elements identifying the Order
1) The regalia, neck-chain, coat of arms, flag, book, bell, logo and trademark (the latter two registered in accordance with Italian and international regulations) are the intellectual property of the Order, and any reproduction and utilization is formally prohibited without the written authorization of the Ruling Council. The same property rights apply to the originals of the articles and texts of the Order.
2) The regalia, emblems and badges of the Ruling Council, Grand Master, Standard Bearers, Treasurer, Registrar and Master of Ceremonies are the property of the Order, and should any of the cases provided for under art. 4 paragraph 7 and art. 8 paragraph 1, o) occur, they are to be returned at the time of resignation or forfeiture.
Article 14 – Prohibitions
1) Knights and Friends of the Order are forbidden to use the name of the Order for purely private and commercial purposes, and to wear the regalia outside events called or authorized by the Order.
Article 15 –Internal regulations
1) Any one or more internal regulations, including Regulations of Delegations, may be drawn up by the Ruling Council and may establish the methods of implementation of these Articles of Association and of the operation of the Association.
Article 16 – Neck-chain
1) All Knights of the Order must wear the regulation neck-chain during Chapter meetings or official events of the Order.
Article 17 – Dissolution
1) In the event of dissolution, the Grand Master will appoint a liquidator who will assign any funds to activities that are part of the aims of the Order unless otherwise laid down by law.
Article 18 – Final provisions
1) For anything not provided for by these Articles of Association reference is to be made to the Italian Civil Code and to the Law on the subject.
Article 19 – Court of jurisdiction
1) The court of jurisdiction in all disputes arising in relation to questions relating to the Association or the interpretation and implementation of these Articles of Association shall be the court having jurisdiction where the Order has its registered office.
Grinzane Cavour, February 23rd 2019