TITLE III

ART. 7 (Consortium Bodies)

The Consortium Bodies are:
a) Members’ Assembly;
b) Board of Directors;
c) Consortium President;
d) General Manager;
e) Board of Auditors.

ART. 8 (Members’ Assembly)
The Members' Assembly consists of all the owners (or their delegates) of member companies. Each member is entitled to vote and may present written authorization to be represented by another member of the Consortium, who may not a member of the Board of Directors or of the Board of Auditors. Members cannot receive more than four proxies. The President of the Consortium with the help of the secretary records and transcribes the assembly decisions in the Consortium assembly register. This register is kept by the President of the Consortium, and members may consult it or buy a copy.

The Members' Assembly:
a) appoints the members of the Board of Directors and the auditors;
b) makes decisions regarding modifications of the Statute and all other matters assigned by this agreement and by the law to the assembly;
c) approves accounts and the annual programme;
d) approve internal regulations.

The Ordinary and Extraordinary Assemblies are convened by registered post, fax or email sent at least eight days before the date of the meeting. Emergency Assemblies should be convened by telegram, fax or email sent at least three days before the date fixed, specifying that the Assembly is urgent. The communication must specify the place, day and time of the Assembly and the agenda decided by the Board of Directors. The Members' Assembly is constituted by the first call, with the presence, in person or by proxy, of a majority of Consortium members and decisions require a majority vote of those present. The Assembly is convened by the second call regardless of the number of members present in person or by proxy, and decisions require a majority vote of those present. Modifications of this Statute require the vote of the majority of the members. The extension of this Statute must be voted by all Consortium members.

ART.9 (Board of Directors)

The Board of Directors consists of a variable number of members as follows: one director for every 10 Consortium members, or fraction of 10, for each province of Puglia. At each re-election the Assembly recalculates the number of directors according to the number of members in each province on December 31 immediately prior to the year of the Assembly. Members of the Board are pointed for three years (esercizi = anni?) and may be reappointed. At the first meeting after their appointment, the Board of Directors elect a President and a Vice President who stands in for the President if the president is unable to attend. The Board of Directors is convened by the President or at least three directors. The call is sent via email, fax or letter at least three days before the date fixed. The Board of Directors is requires the presence of the majority of its members and valid decisions require a majority vote of those present. Each director has one vote. The President holds the casting vote. Decisions may be taken via written consultation, or written consent including email. In this case, the documents signed by the directors must clearly state the object of the decision and the consent to it. The Board’s proceedings must be recorded and transcribed in a register by the Consortium President. The register of the Board of Directors is held by the President.

The Board of Directors is responsible for:
1. management of the Consortium funds;
2. all ordinary and extraordinary administration necessary for attainment of the Consortium aims;
3. appointment of the General Manager and establishment of his/her pay;
4. establishment of the amount of the admission fee and the annual fee;
5. promotion and support for the initiatives of the National Council of the Movimento Turismo del Vino;
6. validation of the annual report, accounts and programme for approval by the Assembly;
7. other functions conferred by this Statute.

Members of the Board of Directors are not entitled to any payment. If a director resigns, the Board has the power to co-opt a replacement. In the case of the resignation of fifty percent plus one of the entire Board of Directors, the Board also resigns, and the President must convene the Assembly to appoint a new Board.

ART.10 (Consortium President)

The Consortium President is elected by the Board of Directors from the directors representing wine producers. The President’s term of office has the same duration as the Board and the President cannot be elected for more than two consecutive terms.

The Consortium President:
a) convenes and presides over the Assembly and the Board of Directors
b) represents the Consortium to the members and third parties, also in legal actions.

The President of the Consortium is unpaid.

ART. 11 (General Manager)
The General Manager is appointed by the Board of Directors and must have specific experience in the areas the Consortium operates in. He remains in his role until his mandate is revoked. The Director participates as secretary in the work of the Board of Directors, but is not entitled to vote. He is responsible for running the Consortium according to criteria of cost-effectiveness, efficiency and effectiveness of plans, projects and accounting approved by the Board of Directors.
In particular, the General Manager is responsible for:
a) the documentation underlying the Board of Directors’ decisions and for carrying them out ;
b) the proposal of annual and long-term economic and financial plans;
c) drafting the balance sheet to be submitted to the Board;
d) areas of competence delegated by the Board of Directors;
e) supervision of the Consortium structure and of the management of its activities, and in particular for maintaining contact with public and private offices, institutions and organizations which affect the consortium activities. The General Manager exercises all powers not reserved to the other bodies.

ART.12 (Board of Auditors)
When the Assembly, considers it necessary, it may appoint three auditors and two substitutes, who may be non-members. They remain in their posts for three years and may be reappointed. The auditors are responsible for auditing the Consortium administration, ensuring compliance with the law and with the Consortium Statute, and making sure that Consortium members fulfill their obligations. The auditors ensure that the accounts are kept correctly.