Rules of the United States of America Chapter of the Cordon Bleu Alumni Association

Transcription

1 1. Definitions and Interpretation 1.1. In these Rules the following terms have the following meanings: "Approved Activities" means the activities which may be carried on by the Chapter, under the control of the Committee, as specified in paragraph 4. "Articles of Association" means the Statuten (Articles of Association) of the Association. "Association" means the Cordon Bleu Alumni Association an Association (Vereniging) organised and existing under the laws of the Netherlands, registered on the Netherlands Chamber of Commerce Commercial Register under number , having its principal address at Herengracht 28 H, 1015 BL Amsterdam, Netherlands. "Chapter" means the USA chapter of the Association which will be governed by these Rules. "Chapter Members" means persons who have joined the Chapter in accordance with paragraph 6 below and defined as "Associated Persons" in the Articles of Association. "Committee" means the Committee to be established in accordance with paragraph 9 below which manages the Chapter and the Approved Activities. "Committee Member" means a member of the Committee. "Board of Directors" means the board of directors or other ultimate governing organ of LCB USA or, as applicable, the officer or employee to whom it has delegated the relevant powers and/or role. "Governing Board" means the Governing Board of the Association which is the management organ of the Association. "LCB USA" means Le Cordon Bleu Inc., a company incorporated in the state of Delaware, USA, whose principal place of business is at 40 Enterprise Avenue, Secaucus, NJ , the principal Le Cordon Bleu Network Company in the USA which will be responsible for establishing and operating the Chapter (which will not have a separate legal personality). Current as at 9 th October Version 1 Page 1 of 12

2 "Le Cordon Bleu International" means Le Cordon Bleu International BV a company incorporated and existing under the law of the Netherlands, having its registered address at Herengracht 28, 1015 BL Amsterdam, registered with the trade register of the Chambers of Commerce under number , which is one of the founding members of the Association. "Le Cordon Bleu Network" means the network of "Le Cordon Bleu" educational establishments operating under license from Le Cordon Bleu International, which operates as a confederation of independently managed entities and recognised as such by the Governing Board. "Le Cordon Bleu Trade Marks" means the trade marks "Le Cordon Bleu" / "Cordon Bleu" (word mark) and the Le Cordon Bleu logos owned by Le Cordon Bleu International and any other trademarks owned by Le Cordon Bleu International which it may authorise the Chapter to use Any term not defined in these Rules will have the meaning as defined in the Articles of Association. 2. Object 2.1. These Rules govern the relationship between the Association and Chapter Members and as applicable the relationship between Chapter Members themselves in relation to the Chapter and the activities carried on through it The structure of the Association is as follows: a) The principal established companies within the Le Cordon Bleu Network have, as founder members, created the Association. b) The Association is a not-for-profit Dutch association whose object is to operate an association for the alumni and friends of the Le Cordon Bleu Network including through the creation of local chapters or branches. c) The establishment and operation of the Chapter has been delegated by the Association to LCB USA. d) The operation of the Chapter will be governed by these Rules which Chapter Members will be required to respect. Current as at 9 th October Version 1 Page 2 of 12

3 2.3. No change may be made to these Rules other than a change proposed by the Committee, approved in writing by the Governing Board and then approved by a two thirds majority of Chapter Members present or represented at a General Meeting. 3. Address The official address of the Chapter is initially fixed at the principal address of LCB USA, as specified above, but may be changed by majority decision of the Committee with the written approval of the Governing Board. 4. Approved Activities 4.1. The main objects of the Chapter are, on a not-for-profit basis, to carry on the following activities primarily in the USA: to offer a forum in the USA for former students and friends of the Le Cordon Bleu Network primarily, but not exclusively, those living in the USA and/or those from or having their origins in the USA and/or those who graduated from a Le Cordon Bleu educational establishment in the USA; to create and maintain between such former students and friends of Le Cordon Bleu relations of friendship, fellowship, loyalty, solidarity and mutual assistance; to liaise and co-operate with the Governing Board in its role of coordination, supervision and control of the network of national chapters of the Association including providing feedback from Chapter Members such as regarding academic standards and course content; in particular to respect all applicable directions of the Governing Board including requests for information on its activities and management and such regular reporting procedures as may be put in place by the Governing Board; to coordinate its activities with other activities of the Association as decided by the Governing Board and, through the Governing Board, those of other chapters of the Association ; to contribute to the professional development of Chapter Members; to promote and encourage training, education, industry placements and employment opportunities for Chapter Members; Current as at 9 th October Version 1 Page 3 of 12

4 to encourage the representation of Chapter Members within organisations whose activities are likely to influence current and/or future programmes of the Le Cordon Bleu Network or the professional life of Chapter Members; to encourage and promote culinary education, in particular by organising and/or giving its support to demonstrations, seminars and other events of a pedagogical nature in the USA; and to contribute to the prestige and reputation of the Le Cordon Bleu Network by all means compatible with their image, in particular by propagating the culinary arts and the French art de vivre To this end, the Chapter may, in the USA, in particular, subject to the respect of all guidelines or instructions issued by the Governing Board use or participate in all forms of publication (such as newsletters, directories, press articles, content within the USA section / pages of the official Association website), meetings and events, competitions, congresses, exhibitions, culinary demonstrations, whether or not in co- operation with other appropriate associations, institutions or businesses More generally, the Chapter may, subject to the prior written approval of the Governing Board, perform other acts, carry out other operations and carry on other activities ancillary or related to these objects or likely to facilitate the realization of them. 5. Use of the Trade Mark "Le Cordon Bleu" 5.1. All Chapter Members, including where applicable in their functions as members of the Committee, shall respect the principles stated in this paragraph 5 and agree to respect all guidelines and instructions issued by the Governing Board relating to the use of the Le Cordon Bleu Trade Marks including collateral use of such trademarks such as in domain names, addresses, slogans, names I titles and so on The Association has been given permission to use the Le Cordon Bleu Trade Marks, including the use of the trade mark "Cordon Bleu" in the name of the Association and the name under which the Chapter will operate, by Le Cordon Bleu International as the registered owner of the Le Cordon Bleu Trade Marks which are registered in numerous countries throughout the world. Current as at 9 th October Version 1 Page 4 of 12

5 Such permission has been given solely in respect of not-for-profit activities which fall within the Approved Activities Accordingly the Chapter may only use the Le Cordon Bleu Trademarks for the Approved Activities and may not use them for any commercial for-profit activities whatsoever. 6. Chapter Membership 6.1. Chapter Members are contractual members of the Chapter having certain rights and obligation in relation to the Chapter under and in accordance with these Rules The founding legal members of the Association are the Le Cordon Bleu corporate entities which are the leading members of the Le Cordon Bleu Network and the status of legal member (i.e."lid" in Dutch as defined in Title 2 of Book 2 of the Dutch Civil Code) is currently and is expected to continue only to be such entities. Accordingly Chapter Members do not have the legal status of "member" (i.e. lid'') of the Association and do not have any rights or obligations under the Articles of Association The persons who may become Chapter Members are: a) any person who has completed at least a certificate level educational programme (normally a minimum 10 weeks) at any Le Cordon Bleu Network establishment, including graduates of any "Le Cordon Bleu" masters, degree, diploma or certificate programmes taken at any such establishment ; b) any person who has received an honorary degree from any Le Cordon Bleu Network establishment or has been designated as an honorary alumnus / alumna by such an establishment; c) any other person resident in the USA and/or of American (US) nationality or otherwise having a connection with the USA who wishes to support the Association and participate in the activities of the Chapter and who has been recommended by the Committee and approved by the Governing Board To become a Chapter Member the approval of the Committee is required and its decision in the matter is decisive other than the right of appeal to the Governing Board whose decision is final and binding in all cases. Current as at 9 th October Version 1 Page 5 of 12

6 6.5. Applying to become a Chapter Member means acceptance of these Rules as required by the standard application form which must be completed and signed by each applicant. 7. Resignation, Lapse, Exclusion and Death 7.1. A Chapter Member may resign by sending his/her resignation in writing to the Committee and he/she then loses his/her status as a Chapter Member. A Chapter Member's membership will lapse if he/she has not taken any active part in the Chapter for such period as the Committee may determine and does not, within a reasonable period, reaffirm his/her continuing interest in response to a message sent to his/her normal contact address and/or eventually postal address The Committee and the Governing Board each has the power to declare the exclusion of a Chapter Member on any appropriate grounds including failing to respect the terms of these Rules. The Committee or Governing Board as applicable must first invite the person concerned to provide all appropriate information and explanations. A Chapter Member excluded by the Committee has a right of appeal to the Governing Board whose decision is final In the event of death of a Chapter Member, his/her heirs and beneficiaries do not become Chapter Members The death, resignation or exclusion of a Chapter Member has no effect on the continuance of the Chapter or the Association, which continues to exist. 8. Resources and Contributions 8.1. The resources of the Chapter may consist of funding from LCB US or from the Association decided by the Governing Board, revenues from the Chapter's activities, subscription fees paid by the Chapter Members and revenues from other sources approved by the Governing Board and which comply with applicable laws and regulations, notably those relating to not-for-profit entities If so decided by the Committee with the approval of the Governing Board, Chapter Members may be required to pay an initial membership fee and/or a recurring subscription fee on such terms and conditions as may be set by the Committee and approved in writing by the Governing Board. Current as at 9 th October Version 1 Page 6 of 12

7 9. Committee 9.1. Subject to the overriding powers of the Governing Board and the Board of Directors, the Chapter will be managed by a Committee made up of a minimum of three (3) and a maximum of 12 (twelve) Chapter Members. The initial Committee Members will be appointed by the Governing Board to hold office until the first General Meeting. Subsequently Committee Members will be elected by the Chapter Members in General Meeting. Each Committee Member must be a Chapter Member The Committee shall include two ex officio positions reserved for: a) the Alumni Liaison Manager, being a person appointed to that role by the Board of Directors (and who may be removed in the same way at any time); b) the Treasurer, being the financial controller of LCB USA (or equivalent position as determined by LCB USA) Any Committee Member may be removed from office immediately at any time by decision of the Governing Board in its absolute discretion Except in the case of early revocation, the term of office of a Committee Member will terminate at the end of the Annual General Meeting next following his/her appointment. The Committee Members are eligible for re-election without limit The Committee or the Governing Board may, by majority resolution, appoint additional Committee Members up to the maximum total number permitted by paragraph 9.1, whose term of office expires at the next Annual General Meeting, at which he/she is eligible for reelection If the number of Committee Members becomes less than three (3) any Committee Member still in office shall, as soon as possible, convene a meeting of Chapter Members with the purpose of electing further Committee Members or if it so wishes the Governing Board may appoint one or more Committee Members to reach the minimum number The term of office of a Committee Member terminates automatically on his/her resignation, ceasing to be a Chapter Member or on his/her exclusion as decided by the Committee or by the Governing Board, or in the event of death. Current as at 9 th October Version 1 Page 7 of 12

8 9.8. The services of the Committee Members will not be remunerated but expenses incurred in the normal course of their functions will be paid or reimbursed on presentation of appropriate evidence of the expense. 10. Powers of Committee /Sub-Committees Subject to the ultimate control and legal powers of the Board of Directors and the Governing Board, the Committee will be responsible for the day-to-day management of the Chapter's activities Subject to the respect of authorisation procedures, budgets and limits established by LCB USA the Committee may act in the name of LCB USA as the operator of the Branch as regards matters relating to the Approved Activities and may enter into contracts and do or authorize acts and operations which fall within the Approved Activities The Committee may create sub-committees and delegate to them such roles and powers as it may deem appropriate subject always to the ultimate control and legal powers of the Governing Board. Such Sub-Committees may, for example, include a Training Sub-Committee and an Events Sub-Committee. 11. Committee Meetings The Committee will meet on notice from its President in such place as may be fixed by the notice of meeting. Such notices must be given not less than fifteen (15) days before the date of the meeting unless otherwise agreed unanimously by the Committee Members in any particular case. In the event that the Committee has not met for more than twelve (12) months, any Committee Member may convene a Committee Meeting The Committee may only validly take decisions based on the agenda appearing in the notice convening the meeting as set by the President or if applicable the Committee Members requesting the meeting, unless otherwise agreed unanimously by the Committee Members in any particular case In addition, the Committee may only validly take decisions if at least half of its members are present or represented. In this respect, each Committee Member may represent one or more other Committee Members at meetings of the Committee. He/she must then produce the Current as at 9 th October Version 1 Page 8 of 12

9 proxy form authorising him/her to do so, which may be given to him/her in any written form, including by fax or electronically Committee Members are expected to attend meeting in person but may, where necessary, attend meetings remotely via telephone, video link or other technology permitting him/her to participate remotely and shall in such case be considered "present" for all purposes All resolutions of the Committee must be made by a majority of the Committee Members present or represented. In the event of an equality of votes, the President will have a casting vote A written resolution signed by all Committee Members shall be as valid and effective as a resolution passed at a duly convened and held meeting The decisions of the Committee shall be recorded by minutes recorded in a register signed by the President and the Secretary. 12. Officers The Committee shall appoint from among the Committee Members the following officers: President Vice President General Secretary who are eligible for re-election annually The Alumni Liaison Manager and Treasurer, appointed under paragraph 9.2, shall also be ex officio officers of the Chapter and members of the Committee The officers of the Committee will have the following area of competence: the President will be responsible for ensuring the smooth running of the Chapter and will act as the chairman at General Meetings and Committee meetings; the Alumni Liaison Manager will be responsible principally for the coordination and effective communication between the Committee and the management of LCB USA as well as ensuring the respect of the good reputation, image and values of the Le Cordon Bleu Network's and the "Le Cordon Bleu" name; Current as at 9 th October Version 1 Page 9 of 12

10 the Vice President will be responsible for assisting the President in his/her functions and carrying out such activities as the President may delegate to him/her; the General Secretary will be responsible for notices of meetings and for drafting of minutes, official correspondence and administrative matters; the Treasurer shall work in close liaison with the accounts department of LCB USA and assist in keeping the accounting records of the Chapter, and shall be responsible for monitoring and supervision of payments and receipts in liaison with the accounts department of LCB USA Each officer (other than the Alumni Liaison Manager and Treasurer) is elected by majority vote of the Committee and has a term of office expiring at the first Committee meeting held after the next following Annual General Meeting and is eligible for re-election without limit in time Any officer (other than the Alumni Liaison Manager and Treasurer) may be removed from office at any time by the Committee by a resolution passed by at least a two thirds majority or by decision of the Governing Board Officers will exercise their functions under the control of the Committee and he/she and the other Committee Members must use their best efforts to put into effect the resolutions passed by the Committee The services of the officers will not be remunerated but expenses incurred in the normal course of their functions will be paid or reimbursed on presentation of appropriate evidence of the expense. 13. Bookkeeping I Accounts LCB USA will keep such separate bookkeeping and accounting records for the Chapter as required by local law and/or as required by the Governing Board. 14. General Meetings All Chapter Members who are in good standing, including (where applicable) being up to date with their subscription fees, may attend any General Meeting of Chapter Members. Current as at 9 th October Version 1 Page 10 of 12

11 14.2. The General Meeting will consider and if applicable approve the accounts of the Chapter and the proposed use of the budget available for the following year as well as elect the Committee Members The General Meeting shall be convened by the President in any location in the USA chosen by the Committee. The notice of meeting must be given at least 30 days in advance to the Chapter Members and may be given by post and/or electronically including by notice posted on the Chapter's section / pages on the Association's website A General Meeting must be held at least once per year. If the General Meeting has not been held for more than eighteen months, any Committee Member may call a General Meeting The General Meeting will be chaired by the President. In his/her absence, the Vice- President chairs the meeting, failing which the Committee Members present in person will, by majority decision, designate one of their number to chair the General Meeting The duties of secretary shall be carried out by the General Secretary or, in his/her absence, by another Committee Member designated by the meeting An attendance sheet will be prepared and signed by Chapter members on arriving at the meeting and certified by the President and the General Secretary The General Meeting may only validly deliberate on the agenda appearing in the notice convening the meeting Each Chapter Member may be represented at the General Meeting by giving a proxy form to any other Chapter Member. The number of proxies which the same Chapter Member may hold in respect of the General Meeting is limited to five (5) Resolutions may be adopted by a simple majority of the Chapter Members present or represented The deliberations of the General Meeting will be recorded by minutes. 15. Termination The Governing Board may dissolve the Chapter and terminate the relationship between Chapter Members and the Association created by these Rules and the admission of Chapter Members to the Chapter at any time by not less than 30 days' written notice to Chapter Members (served by any means including electronically). Current as at 9 th October Version 1 Page 11 of 12

12 15.2. The Governing Board is likely to exercise this right in particular if the active membership of the Chapter falls below fifty (50) persons, being the minimum membership normally required for the Association to create a Chapter in any particular region or country. 16. Competence Any disputes between Chapter Members and/or between Chapter Members and LCB USA I the Association I their officers concerning these Rules and/or the Association which cannot be settled amicably between the parties, will be decided by arbitration in Amsterdam under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by a single arbitrator. The language of the arbitration will be English. Current as at 9 th October Version 1 Page 12 of 12