The Cyprus Oenophile Association

Article 1: NAME-LOGO–HEADQUARTERS

The name of the Association is “ΟΜΙΛΟΣ ΟΙΝΟΦΙΛΩΝ ΚΥΠΡΟΥ”, and in English, CYPRUS OENOPHILE ASSOCIATION, and its logo consists of a wine tasting glass, a bunch of grapes and a vine leaf. Its headquarters are located at 12 Beethoven Street, 3100 Limassol and P.O box 56270, 3305 Limassol.

Article 2: OBJECTIVES

To promote education about wine and spirituous beverages of wine origin through:

the provision of comprehensive training and constant information to its members and the public.
the knowledge of the wine’s evolution through history, its nutritional value and its role in human relations and society.
bringing people closer to wine by learning how to use their senses to better evaluate wine and achieve greater taste satisfaction.
contributing to the effort of upgrading the quality of Cypriot wines.

Article 3: ACHIEVEMENT OF OBJECTIVES

The objectives of the Association shall be achieved:

By organising lectures, seminars, training courses and wine evaluations for its members and the public.
By publishing studies and research papers, writing and publishing monographs and other publications.
By organising regular meetings of its
By creating an archive, library, film library and other media.
By organising educational trips, both within and outside Cyprus.
By creating and maintaining a wine cellar.
By exploiting the potential of the mass media
By cooperating with organised social bodies, both public and private, small and large wine producers, similar associations, etc.
By any other means deemed appropriate.

Article 4: RESOURCES

The resources of the Association shall come from:

(a) The registration fees and the annual subscription fees paid by its Members, as these may be determined by the General Meeting from time to time. The Management Board of the Association shall, by resolution notified to the Members, decide the manner and time of payment by the Members of the registration fee and the annual subscription fee.

(b) Fees for participation in the activities of the Association: The Management Board of the Association may set participation fees in connection with the Association’s activities. Where a participation fee is set for the Association activities, Members shall be entitled to participate in such activities either without payment of any fee or at a reduced fee, or as the Management Board of the Association may determine.

(c) Sponsorships and Contributions: The Management Board of the Association may resolve to accept any money or benefits as sponsorships or contributions to the Association.

(d) Donations: The Management Board of the Association may resolve to accept money, property or benefits as donations to the Association.

(e) Any other lawful resource.

Article 5: DISTRIBUTION OF FINANCIAL RESOURCES

The financial resources of the Association, which may arise from its activities, shall not be distributed to the members, founders, management or officers of the Association but shall be invested or used for the continuation and achievement of the Association’s objectives.

Article 6: MEMBERS

6.1 The association shall consist of Regular, Associate, and Honorary Members, as defined below.

6.2 Admission of new members shall always be permitted, except within the fifteen days preceding the elections for members of the Management Board of the Association.

6.3 Members shall be entitled to withdraw from the Association at any time.

Article 7: REGULAR MEMBERS

(a) “Regular Members” are the Founding Members and those who are approved as such by the Management Board of the Association and do not fall into the category of “Associate” members.

(b) Any person, irrespective of sex, who has attained the age of 18 years old and has submitted a written application together with the payment of the registration fee and the annual subscription fee, as may be determined by the provisions of these articles, to the Management Board of the Association, supported by two Regular Members, and in which (application) he/she agrees to abide by the terms of these articles, may become a Regular and/or Associate Member.

(c) The Management Board shall consider all applications submitted for registration of members and decide on them within 30 days of submission.

Article 8: ASSOCIATE MEMBERS

(a) “Associate Members” are all members who have been approved as members of the Association by the Management Board of the Association and who have not yet been recognised as “Regular Members” by the Management Board.

(b) Without prejudice to Regulation 7(b) above, an Associate Member may be recognised as a Regular Member by the Management Board of the Association after the lapse of three (3) months from the date they were approved as an “Associate Member”.

Article 9: HONORARY MEMBERS

(a) “Honorary Members” shall be designated by the General Meeting following proposal to this effect by the Management Board, and shall be persons who, by virtue of their personality or their special position in society, have rendered or can render remarkable service, moral or material, for the realisation or promotion of the Association’s objectives.

(b) Honorary Members shall be entitled to receive notices of the General Meetings of the Association but shall not be entitled to vote. They shall further be entitled to attend meetings of the Management Board of the Association upon invitation from the Management Board to this effect; such invitation shall be sent at the Management Board’s absolute discretion.

Article 10: REGISTER OF MEMBERS

(a) A separate Register shall be kept for each category of members.

(b) The Management Board of the Association shall maintain a fully up-to-date register of its members, which shall be updated at least once a year and shall be available for inspection by the Registrar and by any third party having a legitimate interest.

Article 11: RIGHTS OF MEMBERS

(a) Every Member has the right to freely enter the premises of the Association, to participate in the various events of the Association and to use the property of the Association, subject always to complying with the provisions of these Articles of Association, the regulations and the decisions of the Management Board and those of the General Meeting of the Association.

(b) Regular Members shall have the right to attend and actively participate in the proceedings of Ordinary, Extraordinary and Statutory General Meetings of the Association (as hereinafter defined) to vote and stand for election.

(c) Associate Members shall be entitled to attend and to actively participate in the proceedings of Ordinary, Extraordinary and Statutory General Meetings. They shall have the right to vote but shall be deprived of the right to stand for election.

(d) Without prejudice to the provision of Article 9(2) above, Honorary Members shall be deprived of the right to vote and stand for election.

(e) Provided that, to be able to exercise the rights conferred to it by the present articles, a Member must comply with its”membership” obligations as these are described in Article 12 below, and no censure and/or charge should be pending against such member by the Authorities of the Republic or the Management Board and no penalty must be in force against it by the Association, and in the case of exercise of its voting rights, the Member must have, in addition, been registered in the Register of Members at least three months before the date of the elections.

(f) Members may not appoint proxies (representatives) and membership shall not be transferable or inheritable.

Article 12: OBLIGATIONS OF MEMBERS

(a) Every Member – except Honorary Members – shall be obliged to pay the registration fee once and the annual subscription fee as these have been determined pursuant to Article 4 above.

(b) Every Member shall have a duty to behave appropriately within the Association and look after the maintenance of the Association’s property.

(c) The Members shall have a duty to comply with the provisions of the Articles of Association, the resolutions of the General Meetings and of the Management Board of the Association from time to time.

(d) If a Member causes damage to the property of the Association, he/she shall have a duty to promptly and fully restore it.

Article 13: JUDICIAL AND OUT OF COURT REPRESENTATION OF THE ASSOCIATION

The Association shall be represented in and out of court by the President or the Vice-President of the Association or by a person authorised by them (both) who is a member of the Management Board.

Article 14: WITHDRAWAL FROM MEMBERSHIP AND REMOVAL OF MEMBERS

(a) A Member shall be entitled to withdraw from the Association at any time by giving written notice of its withdrawal from membership to the Management Board. A member who withdraws from membership shall have no right to any property of the Association and must pay his/her dues until the end of the fiscal year.

(b) Provided that members who have not fulfilled their financial obligations towards the Association shall be deprived of the right to vote at the meeting which decides on their expulsion.

(c) Removal of a member by expulsion shall be permitted if the member, by his or her entire conduct, acts or omissions, brings or causes dishonour or diminution to the association’s credibility or prestige or other damage to the interests of the Association. A decision on expulsion shall be taken by the Management Board by a 2/3 majority of all its members. The Member concerned shall be entitled to appeal to the General Meeting. The decision of the General Meeting shall be taken by a simple majority after a secret ballot and shall be final. An appeal shall have no suspensive effect.

Article 15: EQUALITY OF MEMBERS

The Members of the Association shall have the rights corresponding to the category of membership to which they belong, as defined by these articles.

Article 16: COLLECTIVE BODIES OF THE ASSOCIATION

The collective bodies of the Association are:

(a) The General Meeting of Members.

(b) The Management Board.

Article 17: GENERAL MEETING

17.1 The General Meeting is the supreme body that controls and guides the Association. It shall decide on any matter that is not within the competence of any other body, and its decisions shall be binding on all the bodies it supervises.

17.2 An Annual General Meeting shall be held once a year within the first three months of the year, following a decision of the Management Board to this effect and on such date as the Management Board shall decide.

17.3 An Extraordinary General Meeting shall be convened by the Management Board when the interests of the Association so require at the Management Board’s absolute discretion and/or in cases where it is requested by 1/5 of the Members who have fulfilled their financial obligations, by written request to the Management Board, stating the matters to be discussed.

17.4 A Statutory General Meeting shall be convened when an amendment to the Articles of Association is to be discussed, following a decision of the Management Board taken by a 2/3 majority of its members, or when requested in writing by ¼ of the Regular Members, or when required by law.

Article 18: PROCEEDINGS OF THE GENERAL MEETING

(a) General Meetings shall be convened by the Management Board either by publication in the daily press in at least two newspapers of wide circulation or by individual invitations (printed or electronic), at least 15 (fifteen) days before the date of the meeting. It is understood that only one method may be used for each General Meeting.

(b) It is understood that the publication or notice of a General Meeting shall state the time of commencement of the meeting and the matters to be discussed.

(c) A quorum at a General Meeting shall be constituted if one-half plus one (1/2+1) of the Members, who are entitled to receive notice and vote at the General Meeting and have fulfilled their financial obligations towards the Association, are present.

(d) If at the time appointed for the meeting a quorum is not present, the Meeting shall be adjourned in the case of Ordinary and Extraordinary Meetings for half an hour; in the case of a Statutory General Meeting, the meeting shall be adjourned to the same day and time of the following week, in which case the Members present shall constitute a quorum, provided that they shall not be less than 1/3 of the Members who have settled their financial obligations towards the Association.

(e) The proceedings of the General Meetings shall be presided over by a Member of the Meeting elected as the “Chairman” of that meeting, who may not be a member of the Management Board of the Association.

(f) Only the items on the agenda shall be discussed at each General Meeting. A Member shall be entitled to request the discussion of any other item if it has submitted a written request for this purpose to the Management Board at least three days before the General Meeting.

(g) The minutes of the General Meetings shall be drafted by the Secretary on the instructions of the Chairman of the General Meeting, and if approved by the next General Meeting of the Members, shall be signed by the President of the Management Board and the Secretary and kept in a separate file by the Secretary of the Association.

Article 19: MATTERS OF EXCLUSIVE COMPETENCE OF THE GENERAL MEETING

The General Meeting shall have the exclusive competence to:

(a) Supervise and control the members of the Management Board.

(b) Approve or reject the financial report of the balance sheet and the budget for the following year.

(d) Appoint the auditors of the Association, who shall in no case be members of the Management Board of the Association.

(e) Hear appeals against decisions of the Management Board to expel Members.

(f) Amend the objects of the Association and/or its Articles of Association.

(g) Decide on any matter that is not within the competence of any other body and which is registered as a matter for discussion at a meeting under the provisions of these articles.

(h) Decide on the dissolution of the Association.

(i) Decide on any matter/case of the Association which does not fall within the competence of the Management Board of the Association.

Article 20: DECISIONS AT GENERAL MEETINGS

(a) Without prejudice to the provisions of Article 11(e), decisions at General Meetings other than the Statutory Meeting shall be taken by a simple majority of the Members present.

(b) Without prejudice to the provisions of Article 11(e), decisions at Statutory Meetings concerning the amendment of the Articles of Association of the Association and decisions on the dissolution or change of the objectives of the Association shall require the consent of ¾ of all the Members of the Association.

Article 21: MANAGEMENT BOARD

(a) The Association shall be governed by a Management Board consisting of seven (7) members who are Members of the Association and shall be elected every three (3) years at the Annual General Meeting by secret ballot and by an absolute majority of the Members present.

(b) The Management Board shall have general authority and shall be bound by the Articles of Association, the resolutions of the General Meeting and any applicable laws. It shall decide on all matters concerning the existence and interests of the Association and the promotion and achievement of its objectives.

(c) The members of the Management Board shall be elected and removed by the General Meeting of the Association, in accordance with the provisions of these articles.

(d) The Management Board shall meet at such regular board meetings as the same shall determine or in extraordinary board meetings following notification to this effect from the President of the Management Board or upon the written proposal from at least three of its members.

(e) The Management Board shall take decisions on any matter under consideration by a simple majority of the members of the Management Board present at the meeting. A quorum of the Management Board shall be constituted when at least four (4) of its members are present.

In particular, the Management Board has the following responsibilities:

(a) To administer the Association and see to the realisation of its objectives.

(b) Establish sub-committees and appoint the members thereof from among the members of the Association.

(d) Manage the financial interests of the Association and draft and submit the annual budget to the General Meeting for approval.

(e) Supervise compliance with the Articles of Association and any regulations thereunder.

(f) Recruit and manage paid staff to further the objectives of the Association.

(g) Without prejudice to the provisions of these regulations, decide on the calling of General Meetings and set the agenda for such meetings.

(h) Propose Honorary Members of the Association at the General Meeting.

(i) Remove Members who do not comply with their financial obligations for at least 2 (two) consecutive years, “after having informed such members of their removal by written letter/email 15 days before the expiry of the aforementioned 2 (two) year period”.

(j) Contract a loan up to €15,000 (Fifteen Thousand Euro).

(k) Represent the Association in and out of court in accordance with the provisions of Article 26 below.

(l) Persons who hold offices in other related Associations may not be elected as members of the Management Board.

Article 22: CONVOCATION-CONSTITUTION– POWERS

The Management Board shall within one week of its election be constituted by electing from among its members the President, the Vice-President, the General Secretary, the Treasurer, and three Members.

Article 23: SUB-COMMITTEES

(a) The Management Board may appoint as many committees as it deems necessary to deal with any ordinary or specialised matters of the Association. One committee of three to five members may be established per district.

(b) Committees shall be convened by their Chairperson appointed by the Management Board and shall function under the direction of the Management Board to whom they are accountable.

(d) Members of the Association who have any interest in the outcome of the matters discussed by the committees may not participate in the committees.

Article 24: TRANSPARENCY AND SOUND MANAGEMENT

(a) If a member of the Management Board of the Association is convicted of a criminal offense involving dishonesty or moral turpitude and such matter comes to the attention of the management, then the Management Board shall take the necessary steps to replace such member in accordance with the provisions of these articles.

(b) A member of the Management Board shall not be entitled to participate in the discussion or vote if the decision to be taken concerns the execution of a transaction or the institution or termination of legal proceedings between the association and such member or the spouse or a relative by blood or marriage up to the third degree of such member, or concerns the execution of a transaction between the association and the company, private or limited by shares (προσωπικής ή κεφαλαιουχικής), in which or in the management of which such member or such member’s spouse or relative by blood or marriage up to the third degree participates.

(c) No remuneration of any kind shall be paid for services rendered, to any member or any officer of the Association’s management:

Provided that, Members, including members of the Management Board, may recover and/or claim any reasonable expenses incurred by them in the performance of their duties, including their remuneration corresponding to research or other third-party funded or co-funded projects, or training and educational programs, as provided for in Articles 2 and 3 of these statutes, subject to presentation of the necessary documentation and approval by the Management Board.

Article 25: DUTIES OF MEMBERS OF THE MANAGEMENT BOARD

(a) The President shall represent the Association in all its events and shall convene and direct the work of the Management Board. He shall co-sign with the General Secretary the official correspondence of the Association and the instructions to the Treasurer for the payment of the Association’s debts and liabilities. He shall represent the Association in and out of court. Finally, in case of a tie in the decision-making process of the Management Board, the President shall have a casting vote.

(b) The Vice President shall replace the President in his duties in case of the latter’s absence or incapacity and represent the Association in and out of court.

(c) The General Secretary shall draw up the minutes of the meetings of the Management Board and of the General Meetings, shall take care of the safekeeping of the records, the maintenance and keeping of the Registers, shall draft the correspondence and co-sign with the President all documents concerning the Association.

(d) The Treasurer shall be responsible for collections, shall countersign with the President all checks, issue relevant receipts and shall see to the keeping of books of account in which all transactions of the Association shall be recorded, as the case may be.

The Treasurer shall execute payments of warrants in accordance with the budget and shall be personally responsible for the funds of the Association, which he is obliged to deposit in the name of the Association in one of the banks located within the district in which the Association’s headquarters are located.

Further, the Treasurer shall keep a file in which the supporting documents of all receipts, collections, and payments will be kept. He shall also keep a statement of the financial obligations of the members, collect subscription fees, and make various payments upon the decision of the Management Board.

The Treasurer shall have an obligation to prepare the following accounts at the end of each financial year:

An account of the Association’s gross income during the financial year;
An account of the Association’s credit balance at the beginning of the financial year and of all monies received in respect thereto during that year;
An account of all receivables and payables therefrom, and of the payments made during the same financial year.

The Association’s accounts shall be audited by an approved auditor at the expense of the Association. Provided that, if the annual income of the Association does not exceed forty thousand euros (€40,000), the preparation of audited accounts by an approved auditor shall not be required.

The Treasurer shall be obliged to submit to the Registrar the Association’s accounts and the relevant report of the approved auditor at the latest within (7) months from the end of the financial year.

In case of absence or incapacity, the Treasurer shall be temporarily replaced by a Member of the Management Board appointed by the Management Board.

(e) The Members shall undertake such miscellaneous duties as may be assigned to them by the Management Board.

Article 26: REMOVAL OR DISQUALIFICATION OF MEMBERS OF THE MANAGEMENT BOARD

A member of the Management Board shall be disqualified from office if he/she is absent from three consecutive meetings of the Management Board and shall be subject to removal if his/her general conduct is incompatible with the objectives of the Association as may be decided by a resolution of the General Meeting.

Article 27: ELECTIONS

All candidatures for a seat on the Management Board shall be submitted in writing and delivered to the General Secretary or its representative at least 48 hours before the General Meeting.
To be valid, candidatures must be supported by two Regular Members of the Association, who have complied with their financial obligations, and must be stamped and signed by the Secretary and the President of the Association.
If the number of candidates does not exceed the number of seats on the Management Board, the Chairman of the General Meeting shall appoint them as Members of the Management Board.
If the candidates are fewer than the number of seats on the Management Board, the Chairman of the General Meeting shall appoint them as Members of the Management Board and the General Meeting shall elect the remaining members from among candidates proposed and seconded during its proceedings.
If there are more candidates than seats on the Management Board, elections shall be held by secret ballot. In the event of a tie, a drawing of lots shall take place.
Candidates who are not elected shall be considered runners-up. If the runners-up are more than one, the candidate with the highest number of votes shall have priority in case of filling a vacant position on the Management Board.
Responsible for the conduct of the Association’s elections shall be a three-member Election Committee, which the General Meeting elects from among the Members who are not candidates. The Election Committee shall have the duty of conducting the elections in accordance with the provisions of these Articles and announcing the results to the General Meeting.

Article 28: FILLING VACANCIES ON THE MANAGEMENT BOARD

Vacancies of up to three members on the Management Board shall be filled by the Management Board within fifteen days, from among any runners-up, for the remainder of the term of office provided for the position.

In the absence of any runners-up, the members of the Management Board shall have the power to appoint any member of the Association who may stand for a position in the Management Board, as a member of the Management Board, whose term of office shall be for the remainder of the term of office provided for the position.
In the event of a vacancy of more than three positions, the entire Management Board as a body shall be deemed to be under resignation and shall call an Extraordinary General Meeting for the election of a new Management Board, whose term of office shall be for the remainder of the term of office of the previous Management Board.
If the remainder of the term of office of the Management Board is less than 3 months, then the election shall be for a period of three years.

Article 29: NOTIFICATION OF REPORTS

The report on the activities of the Management Board and the financial reports of the Audit Committee shall be communicated to the Members at least three days before the General Meeting by posting them on the official website of the Association and/or by sending them electronically to the personal email address of each Member.

Article 30: PROHIBITIONS

It is forbidden for the Association to get involved in politics or any other activity involving ideological positions. Also, card games in any form and other gambling within the premises/headquarters of the Association are prohibited.

Article 31: SEAL

The Association shall have a round seal, with the name of the Association written in a circle and its logo appearing in the center.

The seal shall be affixed to all documents issued by the Association and shall be the sole proof of their authenticity.

The seal shall be kept by the General Secretary.

Article 32: DISSOLUTION OF THE ASSOCIATION

The Association shall be dissolved when its Members are less than 20 (twenty), or by a decision of the General Meeting to this effect taken by a majority of 3/4 of the Members.
The asset balance of the liquidation of the Association’s property shall be transferred to another entity whose objects are compatible with those of the Association as shall be decided by the General Meeting, but in no case to the Members.

Article 33: VALIDITY OF THE ARTICLES

The present Articles of Association consist of 33 articles drafted and approved by the First Statutory Meeting of the Association convened on 13/01/1998 and amended at subsequent Statutory Meetings held on 12/02/2012, 7/02/2016, and 09/06/2019.