The present by-laws form the basis of SAI Platform governance together with the statutes.
Art. 1. Name
An international association named "Sustainable Agriculture Initiative Platform", abbreviated "SAI Platform", is constituted in Geneva. It is governed by the Swiss Law. SAI Platform is a platform without profit purpose to promote and to communicate on Sustainable Agriculture.
Art. 2. Seat, term
Its legal seat is located in the Canton of Geneva, Switzerland. Offices might be located in various regions or countries in order to facilitate the promotion of sustainable agriculture worldwide.
Art. 3. Objective
SAI Platform is a platform created by the food industry to actively support the development of and to communicate worldwide about sustainable agriculture involving different stakeholders. SAI Platform supports agricultural practices and agricultural production systems that preserve the future availability of current resources and enhance their efficiency. SAI Platform's task is to make practical knowledge, experiences and scientific research in the field of sustainable agriculture available to the members of the platform and to actively communicate about all relevant aspects of sustainable agriculture to different stakeholders. SAI Platform offers a common framework that can provide answers to the basic questions: what does sustainable agriculture mean for the food industry and how can the food industry support the development of sustainable agricultural practices?
Art. 4.1. Eligibility
The Association is composed of Active members (food industries) and Affiliate members (others). All food industry companies can apply to become Active members of SAI Platform. The definition of food industry company is taken in a broad sense, including companies manufacturing and marketing food & beverages, food service companies and trading companies. Members may have different shareholder status, including the ones of private company or cooperative. All interested parties who are not food companies and who are active and/or have interest in the field of sustainable agriculture can apply to become Affiliate members.
Art. 4.2. Admission procedure
Parties willing to become Active or Affiliate members of SAI Platform should submit a filled-in application form to the Platform. Their acceptation as a new member of SAI Platform will be effective after examination and approval of their application by the Executive Committee. SAI Platform membership is for a two -year period.
Art. 4.3. Expected contribution from the members
Active members are expected to:
Art. 4.4. Rights of members
Art 4.4.1 Active members
Active members will have the right to vote at each meeting of the General Assembly, as provided in article 5 below. Active members can have access to all the material produced by SAI Platform for its members, through SAI Platform website and newsletter as well as at SAI Platform headquarters for specific documentation. Active members or their representatives are eligible to the Executive Committee. They can participate in any of the meetings of the General Assembly and thematic Working Groups, as stated in article 6.
Art. 4.4.2 Affiliate members (E.g. Donors, Sponsors, NGOs, Academia, Farmers' organisations)
Affiliate members can attend and participate in any of the meetings of the General Assembly, without voting right. They have limited access to SAI Platform information. The rights of each Affiliate member are to be determined in more details by the Executive Committee on the basis of its potential contribution to SAI Platform.
Art. 5.1. Ordinary and Extraordinary General Assembly meetings
An Ordinary General Assembly meeting is held annually. The meeting hears the report of the Executive Committee and the report of the auditor entrusted with the control of the accounts, approves the accounts of the previous fiscal year and gives discharge to the Directors and the auditor. By decision of the Executive Committee or on request as provided below, any other item can be brought on the agenda. The Extraordinary General Assembly meeting, for whatever reasons unless stated otherwise in the present bylaws or in any other regulations is called:
a. by the President of the Executive Committee;
b. by the President of the Executive Committee at the request of at least one fifth of the Active members of the association; this request must contain the items of discussion for the proposed meeting.
Art. 5.2. Notice for the meetings
A written notice for the Ordinary and Extraordinary General Assembly meetings stating the place, day and time of the meeting as well as the agenda, shall be mailed by the President to each member, with adequate documentation, not less than fifteen days but no more than fifty days prior to the date of the meeting. The agenda should leave some time for any other issue to be raised and discussed by the members. The competence of the Extraordinary General Assembly meetings is restricted to the items stated in the agenda of the written notice.
Art. 5.3. Participation
The General Assembly meeting is composed of all Active and Affiliate members or their representatives. Each member shall designate in writing a representative or proxy, preferably among its managerial staff, who will have power to represent that member in all matters treated by the meeting of SAI Platform. The mandate of representative of a member shall be terminated automatically as soon as the representative ceases to be an employee of the member, or if his/her association with the member ceases to exist or if their relations are terminated in any way, or if the membership with SAI Platform itself is terminated. If no representative of a member can be present at a meeting, a proxy can be given to another member in writing. Such a proxy is valid only for a specific meeting date.
Art. 5.4. Quorum, majority
The majority of the Active members with voting rights in the SAI Platform organisation constitute the quorum. Except stated otherwise in the present by-laws, the decisions are taken by a simple majority vote of the Active members present or represented. The President has a casting vote. Members of the Advisory Council shall attend the General Assembly meetings with only a consultative vote. The General Assembly meeting has the power to take all necessary or useful actions to accomplish the purpose of SAI Platform. In particular, but without any limitation, it has the power to:
Art. 5.5. Minutes
The deliberations of the General Assembly meetings shall be recorded in minutes prepared and signed by the President of the meeting and approved by the General Assembly. All members shall receive a copy of the minutes. All minutes are kept in a register at the seat of SAI Platform, where all members may consult and take copies thereof.
Art. 6.1. Executive Committee
Art. 6.1.1. Composition
The Active members of SAI Platform, attending or being represented at the General Assembly, shall elect and/or revoke the members of the Executive Committee. These must be representatives of the Active members. The number of members of the Executive Committee shall not be less than three and shall be determined by a decision of the General Assembly. An Active member may not provide more than one member for the Executive Committee at the same time. The Executive Committee is composed of at least a President, one or several vice-President(s) and a Treasurer. They are designated for a period of two years.
Art. 6.1.2. Powers
The general management of SAI Platform shall be the responsibility of SAI Platform Executive Committee in collaboration with SAI Platform Manager, who it appoints. The Executive Committee will work together with the operational platform staff to discuss the activities of the platform and to guard the quality and financial viability. The Executive Committee shall act by a majority vote of those members present in person or by proxy. In the event of a tied vote, the President shall have a casting vote. The Executive Committee in collaboration with the Platform Manager, shall have the power to:
Art. 6.1.3. Meetings
An annual meeting of the Executive Committee shall take place immediately before or after the General Assembly meeting. Meetings at regular intervals shall take place, upon the decision of the Committee. The annual meeting of the Executive Committee is called by the President in writing and mailed to each member of the Committee at least fifteen days prior to the date of the meeting. The frequency of the Executive Committee meetings during the year is to be decided by the members of the Executive Committee. Each Committee member might invite one expert of his/her company to the meeting and/or an external expert to discuss specific subjects during the Committee meetings.
Art. 6.1.4. Signature and representation
All acts binding the association shall be signed by the President of the Executive Committee, within the limits of his/her powers and as per the decision of the majority of the Executive Commitee. The President may assign in writing the authority to sign on his behalf to any other member of the Executive Committee. The association can be represented by any other person acting within the limits of a proxy by the Executive Commitee, namely the Platform Manager.
Art. 6.3. Platform Manager and Staff
Art 6.3.1 Composition
The Platform management of SAI Platform consists of staff running operational business activities and carrying out the activities mentioned in Art. 3.
Art 6.3.2. Appointment of the platform Manager and Staff
The Executive Committee appoints the Platform Manager. The Executive Committee also appoints the Platform Staff, in agreement with the Platform Manager.
Art. 6.3.3. Powers
The Platform Manager is in charge of the operational management of SAI Platform in between meetings of the Executive Committee pursuant to the general policies fixed by the Committee. A detailed report of all SAI Platform activities is made at each meeting of the Executive Committee. The Platform Manager co-ordinates and contributes to the operational activities of SAI Platform by:
Art. 6.4. Regional or National Chapter(s)
Specific regional or national chapters of the Platform might be created, with separate offices and staff, in order to undertake SAI Platform activities at the local level, thus further promoting sustainable agriculture worldwide. These regional or national chapters are guided by SAI Platform overall legal and technical structure, i.e. following the same goals, approach, structure as well as principles and practices as per SAI Platform Statutes, By-laws and general technical documents.
Art. 6.5. Working Groups
Specific Working Groups might be in charge of carrying out activities in the field of:
- Either at the annual General Assembly meeting,
- Or through SAI Platform.
The Executive Committee, through the Platform Manager, will consult the interested parties in order to prepare a proposal for the activities to be carried out, including the timing and costs thereof. The proposal will be made within 30 days from the date of the request and will have to be accepted by all the members involved in the activities of the Working Group. If the proposal is rejected, the members will:
Each Working Group is responsible for its own expenses. The funds that are necessary for the coverage of those expenses may involve:
These costs cannot be covered by the regular member fees, but will be provided by the interested SAI Platform members involved and/or by external donors. The Executive Committee and /or Platform Manager will propose a repartition of the costs of the Working Groups over the members involved. Each Working Group should elect among the member companies a Chairman. The Chairman of a Working Group is responsible towards the Executive Committee for the management of his Working Group. He/she chairs all meetings of that Working Group. He/she supervises the execution of the decisions and resolutions of the General Assembly meeting or of the Executive Committee with regard to his Working Group. He/she controls the spreading of information produced by the Working Group in conformity with the policies of the Executive Committee.A Working Group led by SAI Platform might state internal regulations. In such case, regulations should be ratified by the Executive Committee. A Working Group might appoint a Secretary. Each Working Group shall submit a report on its activities and financial situation to the annual General Assembly meeting.
Art. 6.6. Advisory Council
The Advisory Council consists of 4 to 8 experts in the field of sustainability. They are proposed by the Executive Committee in collaboration with SAI Platform staff. The members of the Advisory Council will:
The Advisory Council performs its duty under specific terms of reference. It reports to the Executive Committee.
Art. 7. Annual accounts
The fiscal year of SAI Platform association shall be from the first day of January until the thirty first day of December. The annual accounts of SAI Platform are controlled and certified at the end of each fiscal year by one or more certified accountants. The treasurer submits to the Executive Committee the annual accounts for the past year as well as the budget for the following year. The accounts have to be approved by the General Assembly meeting.
Art. 8. Membership fees
The Executive Committee determines the amount of the membership fees and all other dues of the members, as well as the method of payment and submits them to the approval of the General Assembly meeting. All modifications to the membership fees or other dues shall be effective after a period of thirty days from the notification of such modification to the members. This notification shall be in writing.
Art. 9. Members interests in the assets of the association
All interests of each member in the funds, investments and other assets belonging to the association shall immediately cease and terminate in the event that the membership of such member in the association shall terminate, for any reason whatsoever. In the event of such termination, such member and the representatives of such member shall have no claim on account of the other members, or their representatives, or any of them, with regard to the assets of SAI Platform.
Art. 10. Disposal of assets on dissolution
Upon dissolution of SAI Platform, the Executive Committee, after payment or constitution of a deposit for all indebtedness of SAI Platform, shall allocate the net assets to objects exclusively compatible with the object of SAI Platform or to one or more organizations managed in similar purposes as SAI Platform or shall distribute it among its members.The courts of Geneva, Switzerland shall have sole jurisdiction for litigation concerning assets, which would not have been allocated as provided above.
Without prejudice to article 10, each proposal of modification to the by-laws or of dissolution of SAI Platform shall be issued by the Executive Committee or made by at least one third of SAI Platform Active members. The General Assembly meeting shall be validly constituted if two third of the Active members are present or represented. The resolutions will be taken by a two third majority of the Active members present or represented. Modifications to the present by-laws will be effective as from May 31, 2005. The General Assembly meeting shall determine the modes of dissolution of SAI Platform.