Articles of Association

Preamble

PIWI International stands for a new development in agriculture. The association is an organisation of natural and legal persons and institutions that promotes research, breeding, selection, propagation, cultivation and marketing of resistant species and varieties, mainly in viticulture. In the future, it may also include other (resistant) agricultural products.

Its members can count on a dynamic representation of interests and an international organisation that operates worldwide in a technical, informative, future-oriented and quality-promoting manner and offers extensive opportunities for exchange and involvement.

For the sake of readability, only the male form is used in the following text. However, PIWI International opposes any form of discrimination and supports women and non-binary people wherever possible.

§ 1 Name and registered office

(1) The name of the Association is ‚PIWI International‘ (hereinafter referred to as the ‚Association‘).

(2) The registered office of the Association is Wädenswil/Switzerland.

§ 2 Purpose

Sustainability in agriculture, especially in viticulture, is a major challenge. The cultivation of PIWI species and varieties and the promotion of PIWI products and wines contribute to sustainability and climate protection.

(1) The aim of the Association is to promote scientific and practical knowledge in the field of PIWI agriculture and the exchange of this knowledge on a national and international level. Together with its national groups, the Association aims to promote the cultivation and dissemination of PIWI varieties and products derived from them, to conduct research and to document the results.

(2) The Association exclusively and directly pursues charitable purposes; it is disinterested and acts on its own responsibility and does not pursue any commercial objectives.

(3) It supports all research, dissemination and promotion activities of PIWI varieties.

(4) This is achieved by:

a) strategic orientation of all the association’s agendas
b) support in the coordination and promotion of the activities of the national teams.
c) cooperation with other scientific organisations and institutions, professional associations, breeders and farmers
d) knowledge transfer through specialised excursions, study trips, conferences, workshops and seminars
e) sharing information through social media, our website and newsletters
f) organisation of an annual PIWI international wine competition and other competitions in the agri-food sector
g) presentations and tastings of PIWI products as part of knowledge transfer
h) creation of a lobby network
i) promotion of sustainable cultivation
j) provision of a digital infrastructure (database, membership administration)
k) use of the association’s trademarks and logos for the purpose of differentiation in the presentation and labelling of the members‘ PIWI products an inseparable link between the use of the trademarks and logos and the achievement of the association’s objectives.

§ 3 Association Funds/Funding

(1) The association’s funds may only be used for statutory purposes. No person may be favoured with expenditure not in accordance with the purpose or with disproportionate remuneration.

(2) The Association receives funds for the fulfilment of its statutory tasks through membership fees, donations and other contributions or subsidies.

(3) The amount of the association’s membership fees is decided by the Delegates Assembly on the proposal of the Executive Council. Changes in the amount of the membership fees shall only come into force in the year following the decision.

(4) The national groups pay the membership fees of their members to the Association. The amount of the membership fee of the national groups (which also includes the membership fee for the International Association) is decided by the organs of the national groups.

(5) The financial year is the calendar year.

§ 4 Membership

(1) Membership of the Association is open to all natural and legal persons wishing to promote the objectives and purposes of the Association.

(2) The Association is composed of:

Active members: Natural and legal persons who are registered with the association and comply with the statutes and rules of procedure. Active members belong to the association through national groups.
Membership of the corresponding national group is determined by the member’s place of residence or legal domicile. If there is no national group in the member’s place of residence or legal domicile, the member is a direct member of the association.
Active members participate in the activities of the association directly or via the national group based on these statutes and rules of procedure. They must pay the membership or association fee on time. They may be elected to all offices of the association.
Active members may also make a voluntary annual contribution to support the activities of the association or their national group. In this case, they receive the additional status of ’supporter‘.

Supporting members: natural or legal persons without voting rights who financially support the association with a donation. This can be a general (annual) or specific (project-related) contribution.

Honorary members: persons who have rendered outstanding services to the PIWI system and who are appointed by the Delegates Assembly at the request of the Executive Council or a national group. Honorary members have the right to attend the Delegates Assembly in an advisory capacity and do not pay membership fees. They are members of the association but may also participate in the activities of the respective national group.

(3) The Association represents the diversity of national groups and members as one entity.

(4) The national group is responsible for the financial and organisational administration of the members, particularly the payment of contributions.

§ 5 Rights and duties of members

(1) The members of the Association undertake to comply with the provisions of the Statutes and Rules of Procedure, to promote the purpose of the Association operationally and to prevent damage to the Association and its members.

(2) Membership ends upon resignation, expulsion from the association or the national group, death in the case of natural persons or expiry of the legal entity. Resignations must be communicated to the association in writing, by e-mail or letter, without delay by the national group.

(3) In the event of serious violations or non-compliance with the provisions of the Statutes or Rules of Procedure by a member, the Association shall inform the responsible national group in detail. This group is invited to take all necessary measures in accordance with its statutes and to report to the Association.

(4) Upon termination of membership, all rights arising from membership shall lapse, the use of the association’s logos and trademarks. Termination of membership shall not affect existing obligations, in particular the obligation to pay outstanding membership fees. There is no entitlement to reimbursement of membership fees, nor any right to the Association’s assets.

§ 6 National Groups

(1) A legally independent national group may be established in each country. It consists of at least five members and constitutes the national representation of the association.
Its task is to ensure the realisation of the objectives and the implementation of the resolutions of the association’s bodies in the respective area. It also supports the organisation’s presence and joint activities.

(2) The statutes of the national group must contain the „Requirements for Statutes of National Groups“ approved by the Delegates Assembly of the Association. A national group whose statutes do not comply with these requirements of the Association may be deprived of the right to use the name of the Association and of its membership status. The Board of the Association will decide on such violations.

(3) The national groups send their delegates to the Delegates Assembly of the Association, where they represent the interests of the national group and its members. These decide in particular on:

• the positioning, programme and fundamental decisions, as well as the association’s contribution regulation
• the composition and work of the Association’s bodies.

(4) Every year, each national group shall submit a written report to the Assembly of Delegates on its activities, membership status and statistics for the country in which that national PIWI Association is located.

§ 7 Organs of the Association

The organs of the association are:

1. the Assembly of Delegates
2. the Presidium
3. the Executive Committee
4. auditors (accountants)
5. the court of arbitration

§ 8 Delegates‘ Assembly

(1) The Delegates Assembly is the supreme organ of the Association.

(2) The Delegates Assembly consists of one delegate of each national group and the delegate of the direct members of the Association.

(3) The delegates shall have one vote for every ten active members of the National Group and, if necessary, an additional vote for the fractions of the last ten members. However, each National Group shall have at least one vote.

(4) The Assembly of Delegates has the following tasks:

a. Election of the members of the Executive Board, the auditors and the arbitration tribunal. If 1/3 of the members of the Delegates Assembly so wish, a secret ballot shall be held.
b. Approval of the activity report and cash report submitted by the Presidium and prior hearing of the auditors‘ report.
c. Approval of the budget proposed by the Executive Committee for the following year.
d. Approval of applications.
e. Determination of membership fees.
f. Amendments to the Statutes and dissolution of the Association.
g. Amendments to the Rules of the Association.
h. Amendments to the Trademark Manual in accordance with § 14 of these Statutes.
i. Discharge of the Board of Directors on the proposal of the auditors.

(5) An ordinary Delegates Assembly with all standard agenda items shall be held in the first half of each year. If necessary, further Delegates Assemblies with extraordinary agenda items may be organised. Delegates‘ Assemblies may be organised in conjunction with a symposium and/or a cultural or professional activity relevant to PIWI. Delegates are invited to Delegate Meetings 6 weeks in advance in writing, indicating the agenda. Email invitations are valid.

(6) Proposals for the Delegates Assembly shall be submitted in writing to the office at least 14 days before the meeting. The Delegates Assembly shall decide by simple majority at the beginning of the meeting whether to include an item on the agenda.

(7) The President of the Association or, in his absence, his deputy shall preside over the Delegates Assembly. In their absence, the Delegates Assembly duly convened may elect a chairman by a simple majority of those present.

(8) Extraordinary meetings of delegates shall be convened by the Presidency if 1/3 of the delegates make a written and reasoned request.

(9) The Delegates Assembly convened in accordance with the Statutes is authorised to pass resolutions irrespective of the number of votes present.

(10) Resolutions are passed by a simple majority of the votes present.

(11) Amendments to the Statutes and the dissolution of the Association are decided by three quarters of the votes present on the proposal of the Executive Council or on the joint proposal of at least five national groups.

§ 9 Presidium

(1) The Executive Committee consists of four persons:

• President
• Vice-President
• Cashier (Treasurer)
• Actuary (Secretary)

The Presidium is part of the Executive Committee.

§ 10 Executive Committee

(1) The Executive Committee is elected by the Delegates Assembly and consists of eight persons from among the members of the national groups or direct members of the Association. A maximum of two members of the Executive Committee may belong to the same national group. The Executive Committee constitutes itself, i.e. it distributes the functions of the Presidium. Persons elected to the Executive Committee should not at the same time also be delegates of a national group.

(2) The Executive Committee holds office for a period of three years. Re-election is possible for a maximum of two times (for a total of nine years). In certain cases, the Delegates Assembly may suspend this provision prior to the election and re-elect one or more members of the Executive Committee. The Executive Committee remains in office until a new member is elected.

(3) The Executive Committee is responsible for all matters of the association unless they have been assigned to another organ of the association by the Statute or the Rules of Procedure. The Executive Committee may establish working groups for the fulfilment of its tasks. The Executive Committee may invite other members of the association to its meetings without voting rights.

(4) The Executive Committee may appoint and dismiss a Managing Director for ordinary business activities. The managing director has the right to attend meetings of the Executive Committee in an advisory capacity. The tasks of the managing director are defined in the rules of procedure.

§ 11 Arbitral tribunal

(1) All disputes arising from the application of the Statutes or Rules of Procedure or otherwise in connection with the life of the Association, which may arise between the Association and the Members or a national group or between national groups, shall be decided by an arbitration tribunal consisting of three persons appointed by the Assembly of Delegates.

(2) The arbitral tribunal will decide at its own discretion, applying the rules set forth in the Statute and Rules of Procedure. The seat of the arbitral tribunal and the language used may be determined at the first meeting in consultation with the parties concerned. However, the final award must be rendered in the official language of the association.

§ 12 Liabilities

(1) Only the assets of the association are liable for the debts of the association.

§ 13 Auditors

(1) The Delegates Assembly elects two auditors for a period of three years. They may also be non-members of the Association and can not belong to the same country. They shall audit the annual accounts and accounting documents and submit a written report to the Delegates Assembly.

§ 14 PIWI logos, marks and symbols

(1) All word and figurative marks, in accordance with the Rules of Procedure of the Association, are exclusively at the disposal of the members of the Association, provided that their use complies with the purpose defined in § 2.

(2) Their commercial or non-commercial use and affixing on products is described in the „Rules for the use of PIWI International logos“. Improper use will result in the sanctions listed in the Regulations.

§ 15 Language of the Association

(1) The official working language of the Association is English. Publications and information of the Association, as well as communications to the Association, must be in English.

(2) At the beginning of a meeting, each body shall determine the language in which the meeting is to be held. However, the minutes shall be translated into the official language.

(3) In order to improve the dissemination of its initiatives and to involve all members, the Statutes, Rules of Procedure, Dues Regulations, invitations and Minutes of the Delegates‘ Assembly may also be translated into other languages as required. The Board of Directors decides on this.

§ 16 Amendment of the statutes and dissolution

The current Executive Committee will remain in office after the General Assembly adopting the new statutes until the first Delegates Assembly under the new statutes (scheduled for August 2024). The new Executive Committee will then be elected by the delegates. At that point, the national/regional groups and direct members of the association will have to have appointed their delegate and representative.

§ 17 Rules of Procedure of the Association

(1) The Delegates Assembly shall adopt rules of procedure of the Association that do not contradict the Statutes and contain the necessary detailed rules for the individual paragraphs of the Statutes. The Rules of Procedure may be amended by the Delegates Assembly upon proposal of the Managing Board.

§ 18 Entry into force and transitional provisions

(1) This version of the statutes represents the fourth amendment of the statutes adopted in Einsiedeln on 1 December 1999 and has already been subject to the following amendments:
First modified: Oppenheim, 5 July 2015
2nd amendment: Veitshöchsheim, 25 August 2017
3rd Amendment: San Michele all’Adige, 3 December 2021
Fourth Amendment: Online General Assembly, 18. March 2024

(2) This version of the Statutes shall enter into force within two weeks after the relevant resolution of the General Assembly.

(3) The existing regional groups shall form legally independent national groups in accordance with § 6 of these statutes. After the presentation and examination of their statutes by the Board, the members of the national groups may also use the logos of the Association.