International federation of fruit juice producers

ARTICLES OF ASSOCIATION

of the

INTERNATIONAL FEDERATION OF FRUIT JUICE PRODUCERS

Adopted by the GENERAL ASSEMBLY OF DELEGATES

on 3^rd May 2010 in Istanbul, Turkey

I. FORM, NAME, LANGUAGE, DURATION, PURPOSE, AND REGISTERED SEAT

II. MEMBERSHIP

III. RESOURCES

IV. ORGANIZATION

V. ANNUAL ACCOUNTS

VI. MODIFICATION OF THE ARTICLES OF ASSOCIATION

VII. DISSOLUTION OF THE IFU

I. Form, Name, Language, Duration, Purpose, and Registered Seat

Article 1
FORM, NAME & LANGUAGE

A declared association is hereby formed between the individuals or legal entities that shall confirm the present articles and shall fulfil the conditions fixed hereinafter.

This association shall be governed by the French Law of 1st July 1901 relating to the Contract of Association and the present Articles of Association.

The name of the association is:

"INTERNATIONAL FEDERATION OF FRUIT JUICE PRODUCERS" (called hereafter "IFU")

Its official initials are:

“IFU”;

Its official language is English, except as for French legal formalities which shall be carried out in French language.

Article 2
DURATION & PURPOSE

The duration of the association is unlimited.

The purpose of the IFU is to represent a global organization of the fruit juice industry. Its aims are to promote the manufacture and the consumption of fruit and vegetable juices and related products (hereafter called "juice products").

In order to attain its aims, the IFU endeavors more particularly:

a) to establish a closer contact and collaboration for the benefit between the fruit juice associations and the juice producers of the various countries;

b) to encourage contact between members and develop exchange of information, in particular concerning:

1) knowledge of the technology and composition of juices, new developments of juice production

2) new developments, harmonization and standardization of analytical methods

3) harmonization of fruit juice regulations

4) any current subject related to the promotion of juice manufacture and consumption (quality assurance, packaging, international marketing, advertising, etc.)

5) development and recommendations of best practices to the fruit juice industry;

c) to organize international congresses, symposia, workshops and other activities;

d) to develop public relations in favor of the IFU;

e) to represent the global fruit juice industry at the intergovernmental organizations, i.e. Codex Alimentarius, FAO, WTO, etc.;

f) to approach influential national and international institutions in order to obtain their co-operation in realizing the aims of the IFU;

g) to give technical and financial assistance for research on juices;

h) to be a forum for trade matters.

Article 3

REGISTERED SEAT

The registered seat of the IFU shall be at:

23, Boulevard des Capucines – F 75002 PARIS – FRANCE.

The registered seat may be transferred to any place by decision of the Executive Committee, subject to ratification by the General Assembly of Delegates. In the same manner, the Executive Committee is authorized to amend the Articles of Association subject to ratification by the General Assembly of Delegates.

As long as the seat remains in France, the IFU is under the law of July 1^st, 1901 and under the present constitution.

II. Membership

Article 4

The membership of the IFU shall be composed as follows:

a) Fruit Juice Associations;

b) Fruit Juice Producers;

c) Organizations (regional organizations of a), similar national and international organizations);

d) Associated Members (traders, suppliers, and companies wishing to encourage the production and consumption of juices);

e) Honorary Members.

Article 5

1. The written applications for membership shall be forwarded to the Secretary-General of the IFU on the appropriate application form; the applicant shall undertake to conform to the present Articles of Association and enclose the following documents:

a) Associations or Organizations seeking membership: a copy of their Articles of Association, the address of their headquarters and the names and addresses of the Members of these Associations or Organizations, which are kept confidential at the IFU secretariat;

b) Fruit Juice Producers and Associated Members seeking membership: the names and addresses of the responsible persons of the business as well as the address of their headquarters.

2. Applications of Fruit Juice Associations, Fruit Juice Producers and Organizations shall be decided by the Executive Committee. Applications of Associated Members need the support of two existing Members in order to be decided by the Executive Committee.

3. Applicants for membership in IFU shall submit the annual subscription fee with their application on a prorata temporis basis.

Article 6

1. The membership in the IFU is terminated by resignation or exclusion. Reasons for exclusion are non- payment of fees, fraudulent dealings or unethical behaviour that harms the IFU. The resigning member shall meet the remaining obligations and, more particularly, pay all fees due.

2. Resignation shall be sent in written form to the Secretary-General.

Article 7

1. The annual subscription fees shall be set by the Executive Committee. Any changes versus the previous year have to be ratified by the General Assembly of Delegates. The annual subscription fees shall be invoiced in December for the subsequent fiscal year.

2. The subscription fees are fixed on the basis of a consistent system according to Annex 1.

If there is a dispute as to the subscription fee category, the member is required to substantiate its position with statistical data.

It is mandatory that collective members forward to IFU Secretariat statistics on the production and consumption by June 30^th for previous calendar year

3. Non payment of subscription fees not received by March 1^st should lead to exclusion at the latest after one year and after two warnings from the Secretary-General in writing and notification to the Executive Committee. Following 2^nd reminder – a letter jointly signed by President and Treasurer – is sent to debtors mentioning that payment must be received within 1 month. If the subscription fee is not paid within the deadline mentioned in this letter, debtors will be excluded from the IFU and deleted from the database. The General Assembly of Delegates shall ratify the exclusion.

4. Honorary Members, public universities, public research stations (non–profit organizations) do not pay any subscription fees.

III. Resources

Article 8

The revenue of the IFU is composed of:

a) subscription fees;

b) subsidies and contributions of every kind;

c) the revenue from its assets;

d) the possible revenue from the sale of information such as reports, and studies, etc.

IV. Organization

General Assembly of Delegates

Article 9

The General Assembly of Delegates is the highest authoritative body of the IFU. It has the following responsibilities:

a) to approve the minutes of the General Assembly of Delegates meeting, the annual report, the annual accounts and the balance sheet. This approval shall be a discharge for the Executive Committee and the Secretary-General;

b) to approve the program of activity and the budget for the forthcoming year;

c) to elect the IFU President, the IFU Vice-President, the other Members of the Executive Committee, the Chairmen and the Vice–Chairmen of the Commissions, the Treasurer and the Accounts Auditors;

d) to elect the Honorary Members;

e) to ratify the exclusion of members who have ceased to be part of the IFU for non payment of their subscription fees in due time;

f) to approve the reports of the Chairmen of the Commissions;

g) to approve the relocation of the seat of the IFU to another city or country;

h) to approve modifications of the Articles of Association;

i) to ratify any change in the subscription fees;

j) to decide on the dissolution of the IFU.

Article 10

1. The General Assembly of Delegates shall be convened at least once every year.

2. The General Assembly of Delegates shall be convened upon written invitation from the Secretary-General, approved by the President. The invitation shall be sent with an agenda at least one month before the meeting. The invitation shall be accompanied by the necessary documents: extracts from the accounts, budget, applications for membership, proposals to modify the Articles of Association, etc.

3. The General Assembly of Delegates is only empowered to make decisions concerning points on the agenda.

4. Members who would like to suggest agenda items must send their request in writing to the Secretary-General for the Executive Committee, two months before the General Assembly of Delegates. The Secretary General shall prepare the final agenda as approved by the President.

5. The President shall convene an extraordinary General Assembly of Delegates if at least one quarter of the members entitled to vote or a simple majority of the Executive Committee make that request in writing.

Article 11

1. During the General Assembly of Delegates each member is entitled to the following number of votes*:

Fruit Juice Associations:

Category 1: 6 votes

Category 2: 9 votes

Category 3: 12 votes

Category 4: 15 votes

Fruit Juice Producers:

Only if there is no fruit juice association being a member of the IFU

Category 1: 1 vote

Category 2: 2 votes

Category 3: 3 votes

Organizations:

no voting right

Associated Members:

all categories:

no voting right

Honorary Members:

(including universities)

no voting right

* Regarding membership categories: see Annex 1

2. The aggregate number of votes of the category "Fruit Juice Producers“ in one country cannot be higher than the number of votes which the respective fruit juice associations of this country would have.

Article 12

1. The General Assembly of Delegates can make decisions only if a simple majority of the Delegates physically attend the meeting or vote by proxy.

2. The General Assembly of Delegates shall decide matters by a simple majority of votes. However, changes of the Articles of Association and the dissolution of the IFU require a 2/3 majority.

3. In case of a tie, the President gives the deciding vote.

4. Secret voting is only applied if one quarter or more of the votes requires so and for the election of the President.

5. Proxy votes are permitted at the General Assembly of Delegates. The proxy must be sent in written form to the Secretary-General prior to the meeting. The number of proxies allowed for one member is restricted to three.

Article 13

OFFICERS

A. President

1. The President is elected by the General Assembly of Delegates for a term of three years.

2. The President is elected from Executive Committee members having, at the date of his election, an experience of at least one year membership in this Committee. He is re-eligible for one further period of three years.

3. The President shall be responsible for the Union’s management.

4. The President shall not be a delegate of his country or his association.

B. Vice-President

1. The Vice-President is elected by the General Assembly of Delegates for a term of three years.

2. The Vice-President is elected from Executive Committee members having, at the date of his election, an experience of at least one year membership in this Committee. He is re-eligible for one further period of three years.

3. In the event that the President is unable to carry out its duties, the Vice-President shall bear those duties and responsibilities until such time as the President is able to resume its duties and responsibilities or a new President is elected by the General Assembly of Delegates.

C. Treasurer

1. The Treasurer is elected by the General Assembly of Delegates for a term of three years.

2. The Treasurer is elected from Executive Committee members having, at the date of his election, an experience of at least one year membership in this Committee. The Treasurer is re-eligible for one further period of three years.

3. The Treasurer maintains the account of the association and monitors the financial concerns of the IFU in cooperation with the Secretary-General, the President and other members of the Executive Committee as required.

He/she fulfils a task assisting the Secretary-General and the President, which concentrates on the following subjects:

· Drafting of the annual budget

· Reporting to the General Assembly of Delegates on the following topics:

o Financial situation of the IFU

o Annual balance sheet

o Estimated budget for adoption by the General Assembly of Delegates

· Cooperation with IFU Accounts Auditors

· IFU subscription fees and subscription fees to third parties in association with the Public Relations & Membership Commission

· Regular reporting to the Executive Committee on financial procedures, e.g. budget exhaustion, development of the assets etc. and at each meeting of the General Assembly of Delegates

· Recommendation of investments of the IFU asset possibilities

· Salary of the Secretary-General shall be negotiated with the President of the IFU and the Treasurer

· Drafting of proposals to the Executive Committee on financial questions as required

· Assisting with evaluation of additional income generating possibilities

· Liaison with the Public Relations & Membership Committee on matters that relate to them

Article 14.

D. Executive Committee

1. The Executive Committee is comprised of:

the IFU President
the IFU Vice-President
the Treasurer
5 to 7 at large members of the association preferably representing the various regions of the world

· the Chairmen of the Commissions

the Last President

2. Executive Committee at large members are elected by the General Assembly of Delegates for a three year term. They can be re-elected.

3. The President and the other Members of the Executive Committee have one vote each.

4. A simple majority of members present is the rule for voting in the Executive Committee.

5. Proxy is not possible. The Executive Committee members cannot be replaced by another person or delegate.

6. The Executive Committee can invite experts.

Article 15

Executive Committee responsibilities

The Executive Committee is responsible for the current affairs of the IFU:

1. The Executive Committee acts as the representative of the Delegates. For current affairs, it may be represented by the President and/or the Secretary-General.

2. The Executive Committee shall in particular:

a) prepare the agenda for the General Assembly of Delegates meeting;

b) constitute Commissions and propose and/or ratify Sub-Commissions;

c) decide on membership applications;

d) direct and supervise the activities of the Secretary-General and suggest guiding principles necessary for the management of the IFU;

e) nominate candidates for the office of President, Vice-President, Treasurer, Executive Committee members, Chairmen and Vice-Chairmen of the Commissions and Accounts Auditors;

3. The Executive Committee Members meet at least twice a year. Its decision shall be valid if (i) at least half of the Members are present ; and (ii) the agenda has been forwarded to its members at least two weeks before the meeting. Decisions can also be taken by phone conferences, circular letters and e-mails.

The Executive Committee may decide to remunerate the collaborators of a Commission rendering important services to the activity of the IFU.

In addition, the Executive Committee may decide to contribute to the travelling costs of representatives of IFU, who were given a mandate to represent IFU at special events. To obtain such contribution, each representative shall ask for this financial support before the beginning of said representation mandate. Travel costs in relation to a congress, symposium or workshop have to be included in the budget of this event.

Article 16

E. Secretary- General

1. The Secretary-General shall be appointed by the Executive Committee. The Secretary-General shall execute the current affairs entrusted by the Executive Committee and manage the finances of the IFU in co-operation with the Treasurer. The Secretary-General shall be authorized to open bank accounts, a postal check account and to fulfil all necessary formalities.

2. The Secretary-General is in charge of the co-ordination of all activities of the IFU and its Commissions and the management of the secretariat. The Secretary-General shall in particular:

a) recruit new members, keep an updated list of members per country;

b) ensure that all information from the IFU is widely circulated in every country;

c) prepare all meetings and assemblies;

d) present periodical reports on the activities of the IFU;

e) ensure that all minutes of meetings are recorded, kept and distributed.

f) act on their own authority within the budget approved by the Executive Committee and adopted by the General Assembly of Delegates;

g) be in charge of recording candidates for all positions held in the IFU;

h) any other matters for the benefit of the IFU.

Article 17

F. Accounts Auditors

1. The Executive Committee nominates two Accounts Auditors from among the members to the General Assembly of Delegates for annual approval.

2. The Accounts Auditors may not be members of the Executive Committee.

3. The Accounts Auditors shall verify the accounts of the IFU and submit their proposals to the Executive Committee and the General Assembly of Delegates. The financial year of the IFU coincides with the calendar year. The financial status has to be completed and audited prior to the annual General Assembly of Delegates meeting.

Article 18

G. Commissions of Specialists

1. In order to deal with certain questions in their field of activity, the IFU has Commissions of Specialists: the Scientific and Technical Commission, the Commission for Legislation, the Commission on Methods of Analysis and the Public Relations and Membership Commission. The Executive Committee may create other Commissions as the need arises.

2. The Commissions of Specialists shall have a consultative character. They may give information about their activities if there is no risk of having any consequences on the policy of the IFU and after having consulted the President of the IFU. However, they may decide on their own, if the Executive Committee has given the competence for special tasks.

3. The Chairmen of the Scientific and Technical Commission and the Commission on Methods of Analysis do not need to be members of the IFU, whereas the other Chairmen have to be IFU members.

4. The Members of the Scientific and Technical Commission and the Commission on Methods of Analysis do not need to be members of the IFU. Their qualification has priority to the membership.

5. The competence for the election of the Members of the Commissions is given to the Chairmen.

6. At the session preceding the annual General Assembly of Delegates, the Commission Chairmen should present their activity report and their work program to the Executive Committee

7. The Commissions appoint their managing body and draw up by-laws concerning their organization. These by-laws shall be approved by the Executive Committee.

8. The Executive Committee may remunerate the collaborators of a Commission rendering important services to the activity of the IFU.

9. The Commissions of Specialists shall meet as a rule at least once a year at the request of their Chairmen.

V. ANNUAL ACCOUNTS

Article 19

The accounting position and the balance sheet are prepared by the Treasurer and the Secretary-General, after checking by the Accounts Auditors, and presented to the Executive Committee for approval. The Executive Committee then submits them to the General Assembly of Delegates for final approval. This approval shall be a discharge for the Executive Committee and Secretary-General.

Any excess of income over expenditures belongs to the IFU. It can be carried forward to the next account or it can be made over to a reserve by decision taken by the General Assembly of Delegates.

Vl. Modification of the Articles of Association

Article 20

The Articles of Association can only be amended by the proposal of the Executive Committee or if at least 1/3 of the voting members submit their proposals to the Secretary-General no later than three months before a General Assembly of Delegates meeting. Motions to amend the Articles of Association must be approved by a 2/3 majority vote of the General Assembly of Delegates.

VII. Dissolution of the IFU

Article 21

1. The dissolution of the IFU can only be decided by a 2/3 majority vote of the General Assembly of Delegates.

2. The liquidation shall be made according to the law.

3. Notice of the dissolution of the IFU must be sent to all members by registered letter one month prior to the General Assembly of Delegates.

Article 22

1. These Articles of Association have been approved at the session of the "Conseil“ of the IFU on May 11^th, 1957, in Rome, and were modified at the General Meetings on July 7^th, 1961, in Zürich, September 2^nd, 1968, in Cannes, September 5^th, 1969, in Zürich, April 24^th, 1979, in Brussels, May 12^th, 1986, in the Hague, April 3^rd, 1989, in Vienna, September 11^th, 1992 Colmar, September 13^th, 1995, in Weimar and February 7^th, 2000, in Havana, Cuba, 27^th June 2002 in Luzern, Switzerland, 23^rd June 2003 in Moscow, Russia, 15^th August 2005 in Beijing, China, June 18^th, 2007 in the Hague/Scheveningen, The Netherlands, March 4^th , 2008 in Sydney, Australia and 3^rd May 2010 in Istanbul, Turkey.

2. The original text is in English.

3. It takes effect immediately after the receipt of the certificate of deposit.

INTERNATIONAL FEDERATION OF FRUIT JUICE PRODUCERS (IFU)

Bruno JUD

President

Elisabetta ROMEO-VAREILLE

Secretary-General

Subscription Fees

2010

COLLECTIVE MEMBERS (Fruit Juice Associations):

Category 1: Countries which produce less than 250 million litres and/or an equivalent of raw material or have an annual per capita consumption of less than 5 litres: € 1 100
Category 2: Countries which produce from 250 to 500 million litres and/or an equivalent of raw material or have an annual per capita consumption from 5 to 10 litres : € 2 200
Category 3: Countries which produce from 500 to 800 million litres and/or an equivalent of raw material or have an annual per capita consumption from 10 to 15 litres : € 3 850
Category 4: Countries which produce more than 800 million litres and/or an equivalent of raw material or have an annual per capita consumption of more than 15 litres : € 5 500
		SUBSCRIPTION Fees in €
		Category 1 € 1 100	Category 2 € 2 200	Category 3 € 3 850	Category 4 € 5 500
	Production¹ (million litres)	< 250	250 - 500	500 - 800	> 800
	Consumption¹ (l/year/capita)	< 5	5 - 10	10 - 15	> 15

Considering that some collective members are big producers and little consumers or big consumers and very little producers, the subscription rate applied is determined by the highest value attained either in production or in consumption (for instance a country which produces from 500 to 800 million litres and has a consumption from 5 to 10 litres/year/capita will pay a subscription fee of € 3 850).

Basis is following:

Fruit juices, fruit nectars, fruit juice drinks (more than 25% fruit content).

For products definition - please refer to the Codex General Standard for Fruit Juices and Nectars.

The figure should include export and domestic production on a single strength basis.

INDIVIDUAL MEMBERS (Fruit Juice Producers and Bottlers):

Category 1: Companies which produce less than 250 million litres or the equivalent quantity in raw material - € 1 100

Category 2: Companies which produce between 250 and 500 million litres or the equivalent quantity in raw material – € 2 200

Category 3: Companies which produce more than 500 million litres or the equivalent quantity in raw material – € 3 300

ASSOCIATED MEMBERS (private laboratories and technical and scientific services, companies, media, exporters, importers and traders wishing to encourage the production and consumption of juices)

€ 2 200

ORGANIZATIONS (regional organizations, national organizations and international organizations):

€ 2 200

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