Article 1 – Constitution and Headquarters of the Academy
1. The Italian Academy of Cuisine was founded in Milan, Italy on July 29, 1953 by Orio Vergani, together with Luigi Bertett, Dino Buzzati Traverso, Cesare Chiodi, Giannino Citterio, Ernesto Donà dalle Rose, Michele Guido Franci, Gianni Mazzocchi Bastoni, Arnoldo Mondadori, Attilio Nava, Arturo Orvieto, Severino Pagani, Aldo Passante, Gianluigi Ponti, Giò Ponti, Dino Villani and Edoardo Visconti di Modrone. Massimo Alberini and Vincenzo Buonassisi were also present. The Academy was subsequently officially constituted as an association by public statute on June 8, 1988 under the same name, and was immediatey enrolled as a legal entity by the Milan Prefecture on July 4, 2001.
2. The headquarters of the Italian Academy of Cuisine is in Milan, at an address established by the President’s Council.
Any decision on the relocation of the headquarters to another city must be adopted by a special session of the General Assembly of Delegates; however the transfer of the headquarters to another address within the same city may be determined by the President’s Council.
Article 2 – Objectives and activities
The Italian Academy of cuisine is a cultural institution of relevant public interest, whose purpose is to safeguard Italian culinary traditions and encourage their promotion in Italy and abroad.
The objectives of the Academy are the following:
a) to study gastronomic issues of the “Italian Cuisine”, generate proposals, provide information in response to requests by public officials, entities, associations, and public and private institutions and to promote initiatives that are conducive to a better understanding of traditional Italian culinary values;
b) to promote and encourage all those initiatives which, through historical research and its publication, contribute to an appreciation of Italian cuisine in Italy and abroad, also as an expression of its customs, culture, civilization and science;
c) to promote and encourage public awareness of the restaurants in Italy and abroad, which truly respect and observe the traditional qualities and characteristics of national, regional and local Italian cuisine;
d) to recognize and appreciate all those who endeavour to achieve the Academy’s goals.
Article 3 – Participation in activities
1. The Academy is a non-profit, non-partisan private association recognized as a legal entity. It maintains the liberal democratic principle of allowing admission of any man or woman on an equal basis. Its central and territorial governing bodies carry out their activities without remuneration both in Italy and abroad.
2. Its institutional scope allows for consultation with and activities to be conducted by the “Franco Marenghi” Study Center, as called for in the By-Laws.
Article 4 – Remaining apolitical, membership in other associations, and acceptance of editorial contributions
1. The Academy shall not engage in commercial activities, political initiatives or publicity. The Academy shall not accept any form of free hospitality in relation to its convivial meetings. Any gifts, contributions or donations approved by the President’s Council, may be used solely to further the mission of the Academy.
2. The Academy may belong to other national and international institutions and associations provided that such entities share similar goals and are non-profit.
Article 5 – Candidacy, nomination and ineligibility
1. In order to become an “Academician” a candidate must be proposed for admission by his/her local Delegate. He/she must then submit an application for admission to the President of the Academy.
2. The application, submitted in accordance with the regulations set out in the Statute, must then be reviewed by the President of the Academy and his/her written approval forwarded to the local Delegate and the candidate. This stipulation also applies to “Honorary Academicians” (See Article 6, paragraph 1.).
3. The status of Academician is permanent and can be terminated only by resignation, lapse of membership or expulsion as indicated in Article 8 of this Statute.
4. Member fees and contributions are not transferable or refundable.
5. Membership in other wine or gastronomic associations, either in Italy or abroad, is permitted as long as the organization is non profit and its objectives are not in conflict with those of the Academy.
6. Individuals who are chefs or owners and professionally engaged in the restaurant and catering industry or a cooking school may not be members of the Academy.
Article 6 – Honorary Academicians and Delegates
1. The President of the Academy may, with the approval of the local Delegate and the President’s Council, confer the status of “Honorary Academician” on non-members of the Academy who are well-known personalities or who have achieved the recognition and appreciation of the Academy. This title may be revoked from anyone who has not participated in at least one convivial meeting of their Delegation for two consecutive years.
2. By the same means the President may also confer the status of “Honorary Delegate” on an individual who has served as a particularly outstanding Delegate for at least 9 years and has been an Academician for at least 20 years. Each Delegation may have only one Honorary Delegate.
3. The above-mentioned status provides exemption from the payment of annual dues and the requirement to attend convivial meetings with the limitation indicated in Paragraph 1. An individual may only be an Honorary Academician or Honorary Delegate of the Delegation that so designates him or her, and said status is not transferable to another Delegation.
4. The titles “Honorary Academician” and “Honorary Delegate” are subject to the same criteria laid out in Article 5 of this Statute, as well as the terms of the By-Laws regarding non-membership.
Article 7 – Participation in convivial meetings
Academicians have the right to attend convivial and other meetings of other Delegations both in Italy and abroad if they find themselves temporarily outside the territorial limits of their own Delegation. Visiting Academicians are subject to the same conditions which apply to the members of the local Delegation and must inform the Delegate of their intention to participate in a timely manner.
Article 8 – Resignation, membership expiration and removal
The status of Academician may be lost only by resignation, lapse of membership or expulsion. Lapse of membership and expulsion may only be declared by the President of the Academy in consultation with the Delegate and the concurrent opinion of the President’s Council in accordance with the By-Laws of the Academy.
Article 9 – The governing bodies of the Academy and their terms
The central statutory bodies of the Academy are:
- the General Assembly of Delegates
- the Academy Advisory Council
- the President’s Council
- the President
- the Vice Presidents
- the Secretary General
- the Treasurer
- the Arbitration Board
- the Board of Auditors
The local statutory bodies of the Academy are:
- the Delegation
- the Delegate
- the Delegation Advisory Board
- the Area Coordinators
All positions within governing bodies of the Academy, whether elected or nominated, are for a duration of three years from the date of the Regular Assembly of Delegates. Officers may be re-elected and reconfirmed.
Article 10 – The Assembly of Delegates and its convocation
1. The General Assembly of Delegates is comprised of all sitting Delegates, and each Delegate has one vote. The General Assembly may meet in Regular or Special Session. The President of the Academy presides over the General Assembly, and in his/her absence, his/her duties are carried out by the Deputy Vice President, the other Vice President or the Secretary General in that order.
2. Regular Sessions of the General Assembly of Delegates convene every three years for regular business or as required under Article 16 part 4.
3. Special Sessions of the General Assembly may be called in accordance with Article 12, or from time to time at the discretion of the President of the Academy with the approval of the President’s Council or the Academy Advisory Council. A special session of the General Assembly with a specific agenda may also be called by 20% of the sitting Delegates.
4. Notification of the convocation of a Special Session of the General Assembly, together with the agenda, must be sent to the Delegates at least 30 days prior to the meeting.
Article 11 – Jurisdiction of the Regular Assembly of Delegates, validity of decisions
1. The Regular Session of the General Assembly of Delegates is charged with:
a) establishing the general directives for achieving its goals;
b) electing the President of the Academy;
c) electing the members of the Advisory Council, Board of Auditors, and Arbitration Board;
d) resolving other issues on the agenda
2. For the first convocation of a Regular Session to be valid, at least one half of the members plus one must be present. A second convocation may take place one hour after the first, regardless of the number of members in attendance.
3. Decisions in Regular Session may be reached by a simple majority of the members present.
Article 12 – Jurisdiction of the Special Assembly of Delegates, validity of decisions
1. The Special Session of the General Assembly of Delegates is charged with:
a) Deliberating on any amendments to the current Statute;
b) Deliberating on the relocation of the headquarters as called for in Article 1 of this Statute.
c) Deliberating on the possible dissolution of the Academy.
2. For the first convocation of a Special Session to be valid, at least one half of the members plus one must be present. A second convocation may take place one hour after the first, subject to the presence of at least one-third of the members.
3. Decisions made by the Special Session of the General Assembly require a two-thirds majority of the members present.
Article 13 – Structure of the Academic Council
1. The Academy Advisory Council is comprised of thirty members as follows:
- fifteen members elected from the General Assembly of Delegates;
- the remaining number of members necessary to reach a plenum co-opted by the Advisory Council itself.
2. The President of the Academy presides over the Advisory Council, or in his/her absence, his/her duties are carried out by the Deputy Vice President, the other Vice President or the Secretary General, in that order.
Article 14 – Jurisdiction of the Academic Council
The Academy Advisory Council is charged with:
a) carrying out the decisions of the General Assembly of Delegates and establishing the Academy’s program of future activities and its execution provided this is not the sole purview of the General Assembly itself;
b) formulating proposals to be submitted to the General Assembly of Delegates;
c) approving proposals regarding amendments to the Statute before they are submitted to the Special Assembly in accordance with Article 27 of this Statute;
d) approving the By-Laws in accordance with Article 28 of this Statute;
e) electing the President’s Council from among its own members;
f) advising the President’s Council on the nomination of an Honorary President and/or Honorary Vice President in accordance with Article 17 of this Statute;
g) establishing the required number of members as proposed by the President’s Council;
h) calling for the convocation of a Special Session of the General Assembly in accordance with Article 10 of this Statute.
Article 15 – Convocation and majority in the Academic Council
1. The Academy Advisory Council must be convened by the President of the Academy at least twice a year, or when a meeting is called by one half of the Council’s members plus one.
2. The presence of at least one third of the members is required for a vote, which is passed by simple majority. Each member has one vote.
Article 16 – Structure of the President’s Council, resolutions and impediments
1. The President’s Council is comprised of the President of the Academy and eight members chosen by the Advisory Council from among its ranks. The President presides over the Council.
2. The President’s Council elects internally:
a) two Vice Presidents, (one of whom is the Deputy Vice President)
b) the Secretary General
c) the Treasurer
The President’s Council may also elect:
d) the Secretary of the President’s Council
e) The Councillors charged respectively with: “Liaison and Coordination with Delegations and Area Coordinators in Italy”; “Liaison and Coordination with Delegations and Coordinators abroad”; “Public Relations and Publications”. Such positions are concurrent and can be reassigned with the approval of the Council itself at any time.
3. The First Vice President (or in his/her absence the Second Vice-President or in his/ her absence the Secretary General) can stand in for the President in the event of his/her absence or temporary inability to carry out his/her administrative duties.
4. In the event of the President’s permanent impediment, resignation, or death, the Deputy Vice President (or in his /her absence the other Vice President or the Secretary General, in that order) must convene the General Assembly of Delegates within 90 days to elect a new President of the Academy who will remain in charge for the duration of the term of the incapacitated, resigned or deceased President. All other central and territorial governing bodies shall remain the same.
5. If his/her permanent incapacitation, resignation or death occurs during the last 180 days of the President’s term, the First Vice President, Second Vice President or Secretary General, in that order, may complete the term. All other central and territorial governing bodies shall remain the same.
Article 17 – Jurisdiction of the President’s Council
The President’s Council shall be convoked by the President, with an appropriate agenda, at least four times a year. At least 6 members must be present and a majority must be reached.
The President’s Council is charged with:
a) presiding over current Academy activities and making decisions on all matters that are not the sole purview by statute of the General Assembly or the Advisory Council;
b) adopting measures regarding the personnel and support staff of the Italian Academy of Cuisine;
c) with the approval of the Academic Consulta, the President can propose the nomination of an Honorary President or Honorary Vice President. Making such nominations is reserved respective to the President and Vice President and do not carry any Academic responsibilities. They are subject to the same regulations as those for Honorary Delegates;
d) approving insignia (lapel pins, ties, scarves etc.) for Academicians and promotional materials for the Academy
e) deliberating participation and conventions as called for in Article 4 of this Statute;
f) authorizing possible litigation and entering into contracts.
g) authorizing annual and non-recurring expenses
h) creating and dissolving local Delegations in Italy and abroad;
i) nominating and dismissing Delegates responsible for local Delegations and Area Coordinators as specified in the By-Laws;
l) determining the Academy’s editorial program and nominating the Editor-in-Chief of the Academy’s magazine;
m) examining and responding to breaches of the Statute or By-Laws by Delegates, Academicians, or Area Coordinators and mediating differences that may arise among the various bodies of the Academy;
n) Conferring awards and recognition as stipulated in the By-Laws;
o) Presenting the proposed budget and balance sheet to the Advisory Council;
p) Appointing the President of the “Franco Marenghi” Study Centre.
Article 18 – The President of the Academy
1. The President is the legal representative of the Academy.
2. The President decides questions of admission to the Academy and may carry out all actions not expressly reserved to the General Assembly, the Advisory Council and the President’s Council.
It is understood that the President has full authority to take any action necessary to carry out the objectives of the Academy.
3. When urgently required, (the President) can adopt the necessary procedures for the efficient conduct of Academy activities, but is required to submit them for ratification by the President’s Council during the first meeting after their adoption.
4. The President may not hold any other position except those relative to the management of the Magazine and other Academic publications.
The Secretary General assists and helps the President. He or she is responsible for the central and local organization of the Academy and oversees the Academy’s offices and the “Giuseppe Dell’Osso” Library.
Article 20 – The Treasurer
1. The Treasurer oversees the diligent and regular elaboration of the Academy’s financial condition with due diligence. With the assistance of such outside professionals as may be deemed necessary, the Treasurer prepares the proposed budget and the balance sheet and provides the Board of Auditors with the necessary accounting documentation to insure that all income and expenditure is reflected in the relevant headings in the budget and balance sheet.
2. After the President’s Council’s review of the provisional budget and balance sheet, and after its approval the said documentation shall be provided to the Board of Auditors at least 15 days prior o the meeting of the Academy Advisory Council to consider the accounts.
Article 21 – The Board of Auditors
1. The Board of Auditors, elected at the Regular Assembly of Delegates, is comprised of three auditors, one of whom presides over the Board, and two substitutes.
2. The Board of Auditors is charged with overseeing the Academy’s administrative and financial affairs and reporting on the proposed and actual Budget to the President’s Council and the Academy Advisory Council.
4. Members of the Board of Auditors may not serve the Academy in any other capacity.
1. The Arbitration Board is comprised of three members, one of whom presides over the Board, and two substitutes.
2. Members of the Arbitration Board are elected by the General Assembly of Delegates.
3. The Arbitration Board decides all questions and controversies that may arise from actions taken by the statutory bodies of the Academy in accordance with the organization’s statutory rules and regulations. Their decisions are final and binding.
4. Members of the Arbitration Board may not serve the Academy in any other capacity.
TITLE IV: THE REGIONAL COORDINATOR AND THE DELEGATE
Article 23 – The Regional Coordinators
1. The President’s Council may appoint from among current or former Delegates one or more Regional Coordinators based on the size of the area and number of Delegations therein. The areas to be assigned to Regional Coordinators are determined by the President’s Council, which nominates Regional Coordinators after consulting with the local Delegates.
2. Regional Coordinators are charged with:
a) coordinating Academy events and any conferences organized by individual Delegations in their designated area;
b) calling a meeting of all the Delegates in their designated area at least once a year to coordinate Academy activities and carry out the initiatives as called for in the By-Laws.
Article 24 – The Delegate
1. The Delegate is the Academician chosen by the President’s Council to preside over a Delegation in a given area.
2. The name of the Delegate selected is submitted to the President’s Council by the Academicians of said Delegation as stipulated in the By-Laws.
3. The Delegate represents the Academy in his/ her jurisdiction and the other Academicians in his/ her Delegation. The Delegate is responsible for his/ her Delegation’s activities and proposes any new Academicians to the President.
4. The Delegate is also entrusted by each Academician in the Delegation from the onset of his/her membership to represent him/her in the General Assembly of Delegates and to exercise his/her voting rights as the Delegation’s sole representative.
5. The Delegate is personally responsible for the management of his/her Delegation. However such management does not include banking arrangements made in the name of the Academy, which is not responsible for obligations assumed and economic activities conducted by the Delegation.
6. The Delegate may only delegate his/her voting rights at a Regular General Assembly to another member of the same Delegation’s Consulta as required in the By-Laws.
The Delegation Advisory Board shall be comprised of the Delegate and a minimum of three and a maximum of nine Academicians.
The number of members and their appointment or removal are established by the Delegate and ratified by the Secretary General of the Academy.
The Delegation Advisory Board, which must meet at least twice a year, is charged with:
a) advising on the admission of new Academicians to the Delegation;
b) working together as a group to achieve the goals of the Academy in the Delegation’s jurisdiction;
c) approving the Delegation’s annual accounts as presented by the Delegate.
Article 26 – Management and Dissolution of the Academy
1. The direct or indirect disbursement of any surplus funds, reserves or capital, except as required by law, is strictly prohibited.
2. In the event of the dissolution of the Academy for whatever reason, a Special Session of the General Assembly will appoint a liquidator and predispose the distribution of the assets of the Academy, in conformity with its underlying principles, to another association with the same goals and aspirations or to one which acts in the interests of the general good, except where otherwise required by law.
3. Upon the appointment of a liquidator all the statutory bodies of the Academy will cease to exist except the Board of Auditors which will remain in charge until the liquidation has been duly completed.
4. The liquidator must present the final accounts to the Board of Auditors for their approval.
Article 27 – Modification of the Statute
1. Any amendment to the current Statute must be considered by and receive the prior approval of the Academy Advisory Council.
2. Within 90 days of the approval, a Special Session of the General Assembly of Delegates must be convened to deliberate the amendment.
Article 28 – Regulations that govern the functioning of the Academy
1. The activities of the Academy and its central and local statutory bodies are regulated by this Statute, which was approved at a Special Session of the General Assembly of Delegates, and by the By-Laws, of which it is an integral part.
2. The By-Laws are approved by the Academy Advisory Council, which must consider and approve any amendments to them.
Statute approved by the Special Assembly of Delegates and Notarized by Dr. Giovanni Santagata in Rimini May 17, 2014.