The By-laws

Art. 1 – REGISTERED OFFICE
The "O.N.A.O.O." (Organizzazione Nazionale Assaggiatori Olio d'Oliva or National Organization of Olive Oil Tasters) has its registered office in Rome, Piazza Sallustio no. 21, at the Italian Union of Chambers of Commerce, Industry, Crafts and Agriculture (C.C.I.A.A.). The Administrative Office and the Office of the “School for Professional Olive Oil Tasters” are located in Imperia at the local C.C.I.A.A., Via Tommaso Schiva no. 29. The location of the Regional Delegations offices, which are in the process of being formed, will be ratified by the Council. The Organization is not for profit.

Art. 2 - SYMBOL AND EMBLEM
The symbol which represents the Organization is filed with the Trademarks and Patents Office of the C.C.I.A.A. of Imperia, as shown by report of filing no. 13817/c/90 of 12/21/1990. The right to use the Organization’s emblem is reserved for only the members of the O.N.A.O.O.

Art. 3 - PURPOSES OF THE ORGANIZATION
The Organization:
1 spreads the learning of the art of tasting from both a technical and operational point of view. To this end, the School for Professional Olive Oil Tasters has been founded, at which professional training courses are held;
2 supports, enhances and promotes the traditional function of Olive Oil tasters, controlling and guaranteeing that this activity is performed competently and efficiently;
3 carries out publicity and promotional activities regarding the professional qualities of the members, directed towards International Bodies, the State, Regions, Provinces and other Entities, as well as Arbitration Chambers and all actors and consumers in the sector, so they may make use of the Tasters who are members of the Organization;
4 defends, safeguards and promotes the characteristics of olive oils, from the production phase to the extraction of the oil, including the conditioning and sale of the product;
5 establishes and maintains contact with Italian and foreign associations and/or organizations which have a community of purposes with the O.N.A.O.O., favoring all forms of cooperation in order to reach common goals;
6 publicizes and promotes the culture of olive oils through public courses, conventions, studies, conferences, seminars and round tables;
7 aims to achieve the legal recognition of the Organization;

THE ORGANIZATION MAY ALSO
8 attempt to be recognized by the Ministry of Agriculture and Forestry Policies and the International Olive Oil Council;
9 establish and/or manage laboratories for chemical-physical tests;
10 institute and organize "Panel Tests" which are recognized by current existing legislation;
11 promote the establishment and awarding of study grants, prizes and awards to Entities, Associations and private individuals who have distinguished themselves in enhancing, promoting and publicizing the culture of olive oil;
12 promote coordination between the Ministry, Unioncamere (Union of Chambers of Commerce), Entities and Professional Associations of Olive Oil Tasters;
13 establish Regional or Interregional Delegations consisting of the members who reside in the relevant geographic area, for the purpose of publicizing and promoting olive oil.

Art. 4
In order to reach the goals described in art. 3, the O.N.A.O.O. may make use of specific working groups and study committees, and the collaboration of qualified external bodies.

Art. 5 - ADMISSION OF MEMBERS
Members are divided into:
a Ordinary Members:
1 Taster
2 O.N.A.O.O. Professional Taster
b Honorary Members
c Contributing Members

All those individuals who have earned the O.N.A.O.O. certificate by completing one of the technical courses, have the right to join the category “Ordinary Members – Taster.”
Those individuals who have passed the courses required for the specific category “Ordinary Members – O.N.A.O.O. Professional Taster” may become members of that category.
The Council may appoint as an “Honorary Member” any individual or Entity who has distinguished himself or itself in the field of the olive-growing and olive oil economy and technique.
Each member must pay an annual membership fee in the amount and according to the methods set from time to time by the Council, the meeting of which shall be convened by September 30. Honorary Members are not required to pay the fee.
Applications for membership shall be submitted to the Council for approval.
All those Entities, Associations or private individuals who request to become “Contributing Members” may do so by accepting and ratifying all of the contents of the present By-laws, and committing themselves to paying the annual membership fee in the amount and according to the methods set from time to time by the Council.

Art. 6 - WITHDRAWAL AND EXCLUSION OF MEMBERS
If a member requests to withdraw from the O.N.A.O.O., the member must in any case pay the fee for the current year. Such requests must be presented to the Council by September 30 and shall take effect as of January 1 of the following year.
Members may be excluded from the Association by the Council, upon hearing the interested party.
Grounds for exclusion may include; continued indifference regarding the Organization, negligence in performing membership duties, and failure to pay the membership fee.

Art. 7 - BODIES
The following are O.N.A.O.O. bodies:
1 The Membership Meeting;
2 The Council;
3 The President;
4 the Vice-Presidents;
5 The Executive Committee;
6 The Board of Auditors;
7 the Board of Arbitrators.

Art. 8 - GENERAL MEMBERSHIP MEETING
The Membership Meeting is made up of the ordinary members.
Contributing Members and Honorary members may participate in the Membership Meeting, but shall not have voting rights.
The Membership Meeting must be called by the President at least twice each year. It may also be called by the Council at any time the Council deems it appropriate and/or necessary, as well as if one third of the Members, or the Board of Auditors makes an explicit and well-grounded request for a meeting to be held, and indicates a proposed agenda. The Membership Meeting must be called by written notice, sent to the members at least fifteen days in advance. The letter must indicate the date, location and time of the meeting, and the agenda. The first call of the meeting is duly-constituted if an absolute majority of the eligible participants are present personally or by proxy; for the second call, on the subsequent day, no quorum is required for the Meeting to be duly-constituted. In any case, the Membership Meeting makes decisions by simple majority vote. Voting rights must be exercised personally or by proxy, by members who are up-to-date with the membership fee; the proxy must be conferred in writing, and may be granted only to another member in the same membership category. Each member may hold no more than three proxies.
The Membership Meeting shall be responsible for:
1 approving, by June 30 each year, the final cost statement for the previous year;
2 approving, by November 30 of each year, the preliminary budget;
3 ratifying the designation of ex officio members as described in art. 13 of the present By-laws;
4 electing the acting and alternate members of the Board of Auditors;
5 electing the members of the Board of Arbitrators.

Art. 9 - SPECIAL MEMBERSHIP MEETING
A Special Membership Meeting may be called by the President, or upon request of the Council, the Board of Auditors or one third of the Members, at any time during the year, according to the same criteria followed for calling the General Membership Meeting. A Special Membership Meeting is duly-constituted in the same manner as the General Membership Meeting. The Special Membership Meeting decides on any amendments to the By-laws and the potential dissolution of the Organization, by two-thirds majority of those present and having voting rights; it shall also determine the possible methods of liquidation and appoint one or more liquidators, determining their powers and authorities.

Art. 10 - COUNCIL
The Council is made up of 13 elected members and the ex officio members; its term of office is five years. The Council is appointed by the Membership Meeting, which elects the elected members by a simple majority vote, and ratifies the designation of the ex officio members. Unjustified absence at three consecutive meetings in a year, shall be cause for forfeiture of the position.

Ex officio Members:
• The President of the C.C.I.A.A. of Imperia, or his/her representative;
• A representative of the Italian Union of C.C.I.A.A.;
• the Regional Delegates;

Members elected by the Membership Meeting:
• 13 member representatives, of which at least 10 representing the O.N.A.O.O. Professional Tasters, and the rest being Taster Members.

The participants in the working groups and study committees may participate in the Council Meetings, if necessary and appropriate, and if called on by the Council itself.
The Council elects the President and the two Vice-Presidents indicated in art. 11.

Art. 11 - POWERS OF THE COUNCIL
The Council manages and directs the Organization, administers its goods, authorizes operations aimed at fulfilling the Organization’s purpose, and issues regulations regarding the functioning of the Organization;
• it elects a President and the two Vice Presidents, from among its own members;
• it elects four Executive Committee Members, from among its own members;
• it keeps the Membership Book;
• it sets the amount of the initiation fee and the annual membership fee;
• it may appoint External Delegates;
• it ratifies the establishment of Regional Delegations;
• it prepares the preliminary and final accounts to be submitted to the Membership Meeting;
• it replaces Executive Committee Members who have resigned, by co-optation or by substituting them based on the order of preferential votes obtained; that action must be ratified by the subsequent Membership Meeting.

The Council makes decisions by a simple majority with a non-secret ballot, except for in cases of votes regarding a person.
In the event of a tie vote, the President’s vote shall be decisive.
The Council Meeting must be called by the President at least three times a year; however, it may also be called any time the President deems it necessary, or if a meeting is requested by at least one-third of its members; the notice must be sent to the individual members by certified mail letter with return receipt, at least fifteen days in advance, and must indicate the date, time and location of the Meeting, as well as the agenda; the Meeting shall be valid even if these formalities are not met, if all of the members of the Council are present. In exceptional cases, the Council Meeting may be called by telegram or fax, disregarding the requirements specified above. The Council may establish working groups or study committees in order to deal with specific problems; the coordinators of those bodies shall be appointed by the Council.

Art. 12 - PRESIDENT
The President represents the Organization for all legal purposes; his or her decisions are binding for the O.N.A.O.O. only if they comply with prior, proper decisions of the Council; in urgent cases, the President may act in place of the Executive Committee and Council, reporting on the actions taken at the next meeting so that they may be ratified. The President shall verify that the By-laws are regularly observed, and that the Council’s decisions are properly applied and implemented.

Art. 13 - VICE-PRESIDENCY
The Vice-Presidency is made up of:
• a Deputy Vice-President;
• a Technical Vice-President.

The Technical Vice Presidency shall be held by an “O.N.A.O.O. Professional Taster” member who is registered in the "National List of Technicians and Experts on virgin and extra virgin olive oils " (Art. 3 law no.313/1998).

Art. 14 - EXECUTIVE COMMITTEE
The Organization’s Executive Committee is made up of 7 members. It includes ex officio members:
• the President of the Organization;
• the two Vice-Presidents;

Four Members elected from within the Council are elected to be part of the Executive Committee.

The Executive Committee:
• adopts, in urgent cases, the measures that fall under the authority of the Council, referring their ratification to the next meeting of the Council;
• manages the Organization, except for the actions under the authority of the Council;
• confers temporary or permanent professional appointments, and decides on contracts, setting the relative conditions, fees and remuneration;
• designates and nominates the Organization’s representatives in meetings, entities and commissions, and wherever the Organization may need to be represented.

The Executive Committee meeting is called by means of a notice to be sent by ordinary mail, which indicates the location, day, month and year of the meeting, as well as the agenda. It is called by the President each time he or she deems it necessary, and in any case at least once every two months, with advance notice of at least 8 days.
In urgent cases, the Executive Committee meeting may also be called by fax or e-mail, with advance notice of at least three days. In any case, the presence of all of the members of the Executive Committee rectifies any flaws regarding the manner in which the meeting was called. The Executive Committee makes decisions by a majority of those voting, and the decisions are adopted if at least one half plus one of the members are present; proxies are not allowed. The Executive Committee makes decisions by simple majority and non-secret ballot, and in the event of a tie vote the President’s vote shall be decisive. The secretarial reporting on the Executive Committee’s meetings is generally performed by the Secretary.

Art. 15 - DIRECTOR
The Director of the Organization, appointed by the Executive Committee on proposal of the President, is in charge of personnel, and is responsible for the organization’s operations and the proper functioning of the offices; the same individual may not hold the position of Council member.
The Director assists the President and the Collective Bodies in performing their tasks. He/she participates in the meetings of those bodies, having final authority, and also acting as the Secretary if that task has not been expressly attributed to a notary.
The Director performs preparatory and coordinating functions regarding the work of the Commissions and Committees established by the relevant Statutory Bodies.

Art. 16 - BOARD OF AUDITORS
The Board of Auditors is made up of five members, including three acting members and two alternates, elected by the General Membership Meeting, who need not be Members. At the time of the first meeting of the Board of Auditors, the members shall elect a Chairman. The Board audits the legitimacy of the financial management of the Organization, and decides by majority vote.
In the event of a tie vote, the Chairman’s vote shall be decisive. The members of the Council shall have a term of five years, and may be re-elected.

Art. 17 - BOARD OF ARBITRATORS
The Board of Arbitrators is made up of three members elected by the General Membership Meeting, who have a term of office of five years and may be re-elected. Individuals who are not members of the Organization, but who have distinguished themselves in the field of olive-growing/olive oil economy and technique, may also be elected. The Board appoints a Chairman from among its members. The Body shall decide on any controversies that may arise between O.N.A.O.O. and its members. Its decisions shall be final and need not follow procedural formalities, and the Body shall decide according to equitable principles. The party concerned must in any case be summoned and heard before any decision is made.

Art. 18 - COLLABORATION AND LIMITS
On the occasion of fairs, exhibitions, contests, events and conferences, the O.N.A.O.O. may offer its sponsorship and collaboration. No members are allowed to use the title of O.N.A.O.O. member for the purpose of personal and/or commercial publicity. The use of the name and/or symbol of the O.N.A.O.O. or the “School for Professional Olive Oil Tasters” is also prohibited for advertising and/or commercial purposes, even if those services are provided free of charge.

Art. 19
Employees of the Organization shall be paid salaries according to, and their work relationships shall be governed by, currently applicable collective labor contracts for the sales sector. Work contracts, including contracts for continuative and coordinated services, may also be established with outside personnel.

Art. 20 
The organizational positions foreseen by these By-laws are honorary appointments, and do not involve any right to compensation or payment, except for the reimbursement of travel expenses incurred by the individual concerned. Each Entity represented in the Organization is responsible for the financial costs resulting from the participation of its own members in the meetings of the Statutory Bodies.

Art. 21 - ASSETS
The organization’s assets consist of the non-recoverable initiation fees and annual membership fees paid and not recoverable by the members. The members do not take on any responsibilities for the obligations taken on by the Organization, for which the Organization must answer exclusively with its own assets, except as foreseen by art. 38 of the Italian Civil Code.

Art. 22 - FISCAL YEAR
The Organization’s fiscal year begins on January 1 and ends on December 31 of each year.

Art. 22 - FINAL PROVISION
For all matters not specifically foreseen by the present By-laws and the specific Regulations approved by the Council, we refer to the applicable provisions of law.