Organization Constitution

CHAPTER I – General

Article 1- Name

The name of the organization shall be World Alcohol Beverage Alliance (“WABA”).

Article 2 – Nature

WABA shall be a non-government and non-profit international organization.

Article 3 – Guiding Principle

WABA will build a common platform for sharing innovation, culture, and resources; jointly release financial indexes concerning the global alcohol beverage industry; develop a reliable alcohol e-commerce platform; publish authoritative and guiding documents; and create a large unifying database and data analytical model so as to support existing and emerging members of the alcohol industry.

CHAPTER II – PURPOSES AND FUNCTIONS

Article 4 – Purpose of the Alliance

I. The purpose of the Organization shall be:

  1. To provide organizations, enterprises, experts and scholars a high-class dialogue platform providing up to date and reliable political, economic, cultural, and scientific information concerning the alcohol industry.
  2. Facilitate intra-members and inter-members and non-members opportunities for expanding exchanges and cooperation to achieve mutual benefits and win-win outcomes;
  3. Through the invisible or visible, provide a diversified platform through the Alliance to members and related industry members, collaborative services concerning production, information exchange, technology, and management;
  4. Support members within the Alliance in regards to the process of production, distribution, packaging, and consumption in order to promote the healthy development of the global alcohol industry.
  5. Assist Alliance members to provide better services to consumers of the alcohol industry in order to promote the competitiveness of the group.
  6. Promote industry knowledge innovation and technical collaboration, to establish common guidelines and a standardized scientific system;
  7. Create a large unifying database, e-commerce platform, and data analytical model for the global alcohol beverage industry.
  8. To provide guidance and assistance to members, States, and organizations in the formulation of major guidelines and policies concerning the alcohol beverage industry.
  9. Build a talent training and talent cultivation system for the alcohol beverage industry in cooperation with research institutes, education and academic organizations.
  10. Promote scientific research to better understand the health benefits of certain alcohol products;

II. The Functions of Alliance shall be:

  1. Establish the World Alcohol Beverage Alliance Institute for Research (WABAIR) to conduct in-depth research, facilitate innovation, provide technical expertise and policy advice, and release authoritative documents regarding the global alcohol industry.
  2. Jointly release research papers with its Institute for Research, such as China’s Aggregate Indexes of the Alcohol Beverage Industry and the Alliance’s White Paper.
  3. Actively participate in alcohol related seminars and expos in order to increase the Alliance’s membership base, thus improve cohesion across the industry, and enhancing chances of trade amongst members.
  4. Lobby governments to formulate major guidelines and policies encouraging growth, development, and sustainability of the industry.
  5. Utilize WABA’s talent training and talent cultivation program to provide high caliber qualified personnel to the alcohol beverage industry.
  6. Cooperate closely with industry experts trading units of alcohol beverage to study and develop financial tools currently available, as well as develop new tools systems for the industry.
  7. Develop an anti-counterfeit system for tracking genuine products and identifying counterfeit alcohol products in order to safeguard the authenticity of ensuring that the consumers are not consuming dangerous fake products.

CHAPTER III – MEMBERSHIP

Article 5

All applicants for membership must fulfill the following criteria:

  1. All persons or legal entities operating inter or intra the alcohol beverage industry including but not limited to production, distribution, sales, consulting, and education.
  2. Manifest intent to join WABA
  3. Agree to abide by the WABA constitution and other WABA regulations
  4. Be willing to perform the obligations of membership of WABA

Article 6

All applications for membership in WABA shall be processed in accordance with procedures prescribed by WABA.

Article 7

All members are required to:

  1. Abide by the rules of the Alliance and relevant provisions;
  2. Actively cooperate with the Alliance to develop and promote the alcohol industry in a responsible manner;
  3. Protect the interests WABA and uphold full confidentiality at all times;
  4. Pay the membership fee in accordance with the relevant provisions of the Alliance;
  5. Provide reliable data and information to the Alliance;

Article 8

Each member shall be entitled to the following rights:

  1. Attend, speak, and vote at all Council meetings.
  2. Raise issues and concerns, propose activities, participate in Alliance strategic Council policy and planning meetings;
  3. To seek cooperation opportunities with members of the Alliance network, or market products internally to members, respecting the internal marketing guidelines;
  4. Participate in all WABA organized expos and exhibition, and enjoy the Alliance members exclusive fast passage of customs, quarantine and other government departments, waiver or discount when possible;
  5. Participate in the Alliance’s activities on regular basis, including but not limited to information exchange, communication exchange, technology exchange and training activities.

Article 9 – Withdrawal of Membership

All members are entitled to withdraw their membership from the Alliance. In the event that a member decides to withdraw from WABA, the member shall deliver written notice to the Secretary-General of WABA at least two months prior to the date of withdrawal. The individual membership shall be considered terminated upon receipt of written confirmation from the Secretariat, informing the member of the acceptance of the member’s withdrawal date. Any member who withdraws membership from the Alliance shall rejoin the alliance within 6 calendar months, except in special circumstances agreed upon by the Secretariat.

Article 10 – Termination of Membership

Upon recommendation the Executive Committee shall have the right to terminate any individual membership to the Alliance if a member commits the following actions:

  1. Fails to fulfill the financial obligations of the Alliance for two consecutive fiscal years;
  2. Fails to maintain contact with the Alliance for 2 consecutive years. However such member shall be given prior notice.
  3. Violates the principle of the Alliance Constitution.
  4. Engages in any conduct harmful to the interests of the Alliance and its members.
  5. Puts the Alliance into disrepute.

If an individual member violates local laws or damages WABA reputation, in that case individual’s membership will be temporarily suspended, until the Executive Committee vote on retaining or terminating the member in question.

CHAPTER IV – ORGANS

Article 11

There are established as the organs of the Alliance:

  1. The Council.
  2. The Executive Committee.
  3. The Board of Directors.
  4. The Secretariat.
  5. The Institute for Research.

CHAPTER V – COUNCIL

Article 12

  1. The Council is the ultimate authority of the Alliance and shall convene every 5 years unless in special circumstances. The Secretariat is responsible for the preparation and arrangements of all Council meetings and shall notify all members in advance of the particulars of the meeting.
  2. The Council, in addition to other provisions in the Constitution, shall have the authority to:
    1. Review and adopt the Alliance policies and amendments to the Constitution;
    2. Elect Members to the Executive Committee;
    3. To review reports and to approve and direct the activities of the Executive Committee.
    4. To decide on major development proposals and cross-year working policies.
    5. To review and approve the program, the Budget, the expenditure and the accounts of the Alliance.
    6. Conduct business in accordance with the meeting agenda.
    7. Consider written motions presented and signed by at least one-fourth of the all members. Motions shall be submitted to the Secretariat at least two weeks prior to the date on which the Council meeting is to be held.
    8. To take any other appropriate action to further the purposes of the Alliance.
  3. Inability to send notice of the Council or the non-receipt of such notice due to force majeure by anyone or more members or the absence of one or more members from the Council shall not adversely affect the proceedings of that meeting.
  4. Each member has one vote at all Council meetings.

Article 13

All decisions by the Council require a vote by at least 2/3 of all Council members and shall take effect by two-third majority vote. Voting will take place by a show of hands, secret ballot, or absentee voting when available.

Member of the Council who cannot be present at meetings due to special circumstances, May with prior notice given to the Secretariat, designate a legal representative to attend and vote on their behalf. The legal representative is required to present a letter of authority from the absent member in order to vote on their behalf.

Article 14

The Council shall meet in special session at the request of:

  1. One third of its members.
  2. The Executive Committee.
  3. The Alliance President.

Article 15

Non-members of the Alliance related to the global alcohol industry may request in writing to Secretariat the permission to attend Council meetings. Such permission shall not come into effect without written authority by the Secretariat.

Article 16

The Council shall adopt its own rules of procedure.

CHAPTER VI –EXECUTIVE COMMITTEE

Article 17

1. The Executive Committee is the fundamental deliberative body, and is responsible to the Council. The Executive Committee shall convene once a year unless in special circumstances. The Secretariat is responsible for the preparation and arrangements of all Executive Committee meetings and shall notify all members in advance of the particulars of the meeting.

2. The Executive Committee, in addition to other provisions in the Constitution, shall have the authority to:

  1. Supervise the activities of and manage the Alliance;
  2. To examine and review the policies, programs and activities of the Alliance and any special reports.
  3. To make, between sessions of the Council, any urgent decision on matters falling within the competence of the Council, which shall be submitted for approval by that body at its next session.
  4. To review the reports and to approve and direct the activities of the President, Board of Directors, and the Secretary-General;
  5. To verify the usage of funds and donations listed in Article 34.
  6. Elect the Secretary-General, the President, the Vice-Presidents, and members of the Board of Directors;
  7. Inability to send notice of the Executive Committee, or, the non-receipt of such notice due to force majeure by anyone or more members, or, the absence of one or more members from the Executive Committee shall not adversely affect the proceedings of that meeting.

3. Within Executive Committee meetings, all members shall have one vote.

Article 18

All decisions by the Executive Committee require a vote by at least 2/3 of all Executive Committee members and shall take effect by two-third majority vote. Voting will take place by a show of hands, secret ballot, or absentee voting when available.

Member of the Executive Committee who cannot be present at meetings due to special circumstances, May with prior notice given to the Secretariat, designate a legal representative to attend and vote on their behalf. The legal representative is required to present a letter of authority from the absent member in order to vote on their behalf.

Article 19

The Executive Committee shall meet in special session at the request of:

  1. One third of its members.
  2. The Board of Directors.
  3. The President of the Alliance.

Article 20

The Executive Committee shall adopt its own rules of procedure.

CHAPTER VII – BOARD OF DIRECTORS

Article 21

  1. Board of Directors is the ultimate deliberative authority of the Alliance and shall convene every year except in special circumstances. The Board of Directors consists of one Alliance President, Vice-Presidents, Advisors, one President of the WABA Institute for Research, and the Secretary-General. Each member of the Board of Directors shall serve for a term of five years and may be re-elected for no more than two consecutive terms. Members of the Board of Directors shall be elected by a two-third majority vote by the Executive Committee providing a two-thirds vote participation by all Executive Committee members.
  2. The Board of Directors, in addition to other provisions in the Constitution, shall have the authority to:
    1. Supervise the activities of the Alliance and its management;
    2. To examine and review the policies, programs and activities of the Alliance and any special reports;
    3. To make, between sessions of the Executive Committee, any urgent decision on matters falling within the competence of the Executive Committee, which shall be submitted for approval by that body at its next session
    4. To review the President’s reports which shall be present to the Council and the Executive Committee.
  3. Inability to send notice of the Board of Directors, or, the non-receipt of such notice due to force majeure by anyone or more members, or, the absence of one or more members from the Board of Directors shall not adversely affect the proceedings of that meeting.
  4. Within the Board of Director meetings, all members shall have one vote.
  5. The Board of Directors meetings shall be chaired by the President of Alliance. If the President is unable to assume his duties or unable to chair a meeting, the Vice-President shall assume this duties.

Article 22

All decisions by the Board of Director require a vote by at least 2/3 of all Board of Director members and shall take effect by two-third majority vote. Voting will take place by a show of hands, secret ballot, or absentee voting when available.

Member of the Board of Director who cannot be present at meetings due to special circumstances, May with prior notice given to the Secretariat, designate a legal representative to attend and vote on their behalf. The legal representative is required to present a letter of authority from the absent member in order to vote on their behalf.

Article 23

The Board of Director shall meet in special session at the request of:

  1. One third of its members.
  2. The Secretary-General
  3. The President of the Alliance.

Article 24

The Board of Directors shall adopt its own rules of procedure.

Article 25

The responsibilities of the President of Alliance shall be as follows:

  1. To oversee the development and formulation of short and long term plans and programs in pursuit of the objectives and the promotion of the Alliance interests;
  2. To report to the Council on five year work statement and next term basis plans;
  3. To perform the duties assigned by the Council, Board of directors and Executive Committee.

The responsibilities of the Vice-President of Alliance shall be as follows:

  1. To assist the President in fulfilling his duties;
  2. To perform the responsibilities of the President when the latter is unable to carry out his official duties;
  3. To provide support and guidance to the day-to-day affairs of the Alliance as well as the Secretariat;
  4. To perform the duties assigned by the Council, Board of directors and Executive Committee.

Article 26

The posts of Vice President of the Alliance shall be held by members from different countries in order to preserve the diversity of the Alliance.   All Vice-Presidents must be people of prominence including politicians, senior officials, experts and scholars, business leaders and board members.

Article27

The President of the Alliance shall designate certain members of the Board of Directors to be Advisors to the Alliance. Only members who have made a positive contribution to the Alliance shall be eligible to serve as Advisor. Advisors shall serve for a period determined by the President of the Alliance.

Article 28

In the performance of their duties, the President, the Vice-Presidents and the staff shall neither seek nor receive instructions from any State of from any authority external to the Alliance. They shall refrain from any actions which might reflect adversely on their positions as international officials.

Each member, organization, or Member State undertakes to respect the exclusively international character of the responsibilities of the President, the Vice-Presidents and the staff and not to seek to influence them in the discharge of their responsibilities.

Efficiency, competence and integrity shall be the necessary considerations in the recruitment and employment of the staff, except in special circumstances, as deemed by the Council.

Article 29– Specialty Committees

In order to maximize the efficiency of the Alliance, WABA shall establish specialty committees to serve as think tanks in their respective areas. The Specialty Committees shall consist of one Chairman and one Vice-Chairman who shall serve for a term of five years and may be re-elected for no more than two consecutive terms. The Chairmen and Vice-Chairmen of the Specialty Committees shall be nominated from the Board of Directors by the Alliance Secretariat and must be approved by a 2/3 majority of voters consisting of the President and Vice President of the Institute for Research and President and Vice-Presidents of the Alliance.

The following committees shall form the Specialty Committees of the Alliance:

  1. Alcohol Culture and Society Committee: works to protect the important role of alcohol as an expression of culture and tradition. This committee works closely with governments to promulgate policies to minimize the harmful effects of alcohol on society such as promoting safe and moderate consumption.
  2. Alcohol Science and Technology Committee: is responsible for innovating in areas of science and technology in order to increase efficiency in all areas of the alcoholic beverage industry including but not limited to maximizing sustainability, reducing environmental footprint, maximizing crop yields, using biodegradable materials, irrigation techniques, etc.
  3. Alcohol Business and Economics Committee: is responsible for improving industry economic indicators, creating a financial and production index, and conducting economic research to better understand the alcoholic beverage market. The committee is also responsible for providing real-time business and economic developments to the industry in order to better adapt to market changes;
  4. Alcohol Training and Education Committee: is responsible for establishing and maintain the Alliance’s professional training system in line with international standards. The committee shall also partner closely with all institutes and education centers in order to promote exchanges of knowledge;
  5. Alcohol and Information Technology Committee: is responsible for researching the ways in which information technology can help benefit all aspects of the alcoholic beverage industry including but not limited to e-commerce, database, cloud computing, tracking and anti-counterfeit, and warehouse streamlining.
  6. Alcohol and Health Committee: is responsible for researching a healthy relationship between product and human health, and demonstrate the potential health benefits of certain products of the alcohol industry.

CHAPTER VIII – SECRETARIAT

Article 30

The Guiyang-based Secretariat is a core function of the Alliance.   In addition to other provisions of this Constitution, the Secretariat shall perform the following functions:

  1. Organize all meetings of the Alliance and notify all members of such meetings;
  2. Ensure the implementation of resolution on behalf of Council, BOD and the Executive Committee;
  3. Prepare the annual working report and the annual budget, and submit to the Council for consideration;
  4. Organize and coordinate all Alliance activities and events;
  5. Manage all memberships and ensure all members up to date with Alliance developments and industry news.
  6. Manage and monitor revenue and expenditures of funds and prepare appropriate paperwork when necessary to submit to for audit or to relevant government authorities
  7. Draft recommendations to change the Alliance Constitution and submit to the Executive Committee for approval;
  8. Assist the President and Vice-Presidents in the performance of their duties;
  9. Establish World Alcoholic Beverage Alliance branches in accordance with relevant national and local regulations and policies.

Article 31

The Secretary-General is the legal representative of the Union. The Secretary-General shall serve for a term of five years and may be re-elected for no more than two consecutive terms. The Secretary-General shall be elected by a simple majority vote by the Executive Committee providing a two-thirds vote participation by all Executive Committee members.   The Secretary-General shall perform the following functions:

  1. Manage the day to day affairs of the Alliance;
  2. Manage the office of the Secretariat;
  3. Assist in implementing Council, Board of Directors, and Executive Committee approved directives;
  4. Act as legal representative for the Alliance in signing agreements on behalf of the Alliance when requested to do so by the Executive Committee.
  5. Manage all members of the Secretariat including hiring and dismissal of staff, as well as advertising vacant positions when applicable;
  6. Make recommendations to the Executive Committee to terminate any individual membership for reason including but not limited to Article 10.
  7. Perform duties requested by the Council, Executive Committees, Board of Directors, President, Vice-Presidents, and President of the Institute for Research.

Article 32

The Deputy Secretary-General shall perform the following functions:

  1. Assisting the Secretary-General in managing the day-to-day operation;
  2. Performing the responsibilities of the Secretary-General when the latter is unable to carry out his official duties;
  3. To perform other tasks as delegated by the Secretary-General;
  4. To perform the duties assigned by the Council, Board of directors and Executive Committee.

CHAPTER IX – INSTITUTE FOR RESEARCH

Article 33

The Institute for Research is the Alliance’s main research institute. The Institute shall be composed of a President, a Vice-President and a support staff. The President and Vice-President of the Institute shall serve for a term of five years and may be re-elected for no more than two consecutive terms. Both President and Vice-President of the Institute shall be elected by a simple majority vote by the Executive Committee providing a two-thirds vote participation by all Executive Committee members. The function of the Institute for Research, in addition to other provisions of this Constitution, shall be:

  1. To conduct research and development and share developments pertaining to the global alcoholic beverage industry.
  2. To be the main source of expert knowledge and consultation.
  3. Provide expert advice when requested by all organs of the Alliance.
  4. To provide assistance to governments, social organizations, enterprises, experts and scholars in all issues related to alcohol
  5. Actively explore and endeavor to make the WABA standard the technical standard of the international alcoholic drinks industry.
  6. Cooperate with all members of the Alliance to build a global platform for the sharing of resources, and exchange of ideas;
  7. To build a talent cultivation and training system in association with overseas training institutes.

Article 34

 The President of the Institute for Research shall perform the following duties:

  1. Manage the Institute for Research including all committees and subsidiary committees when applicable;
  2. The guide and supervise the research activities of the Institute;
  3. Ensure the Institute abides by the Constitution of the Alliance

CHAPTER X – HEADQUARTERS

Article 35

  1. The Alliance shall have its headquarters in Guiyang, China. The Executive Committee may, by a two-thirds majority vote, change its location. The Alliance may set up overseas executive branches when required.
  2. The meetings of the Council, Executive Committee, Board of Directors, and Institute for Research shall be held in the same country as the Alliance headquarters, unless decided upon by a two-thirds majority vote of the Executive Committee.

CHAPTER XI – FINANCE

Article 36

Sources of funding for the Alliance shall come from:

  1. Membership fees;
  2. Donations;
  3. Income-generating activities or services in the scope of services within the Alliance;
  4. Interest of Alliance funds;
  5. Other lawful income;

Article37

All the funds used to achieve the purpose and functions of the Alliance shall be used within the scope of the statute and regulations of the relevant rules. A financial management system shall be set up by the Secretariat and all activity funds shall be under unified management of the Secretariat along with funds used for special purposes.

Article 38

Financial management and reporting shall be the responsibility of the Secretariat. This includes keeping track of revenue and expenditure of the Alliance and sharing the information with Alliance members, relevant institutes, organizations, and any individuals who provide financial contribution.

Article 39

Asset management alliance or on behalf of the Alliance, shall comply with the registration place of the Secretariat accounting standards and laws and regulations. In addition, the Alliance should fully cooperate with relevant government agencies in the audit, registration and business management.

Article 40

Special activity funding shall be managed primarily by the Alliance members undertaking the activities in close cooperation with the Secretariat. Members who request special activity funding are full responsible for the management and expenditures of such funding. The assets of the Alliance shall be protected by the laws in the country where the Secretariat of WABA is registered and shall not be encroached, distributed, or embezzled by any unit or individual. 

CHAPTER XII – LEGAL STATUS

Article 41

The Alliance shall possess full juridical personality. It shall enjoy such legal capacity, as may be necessary for the exercise of its functions and the fulfilment of its purposes, and in particular the capacity, in accordance with the laws of the State: (a) to contract; (b) to acquire and dispose of immovable and movable property; (c) to receive and disburse private and public funds; (d) to institute legal proceedings.

Chapter XIII – MISCELLANEOUS PROVISIONS

Article 42

Except as otherwise expressly provided in this Constitution or rules made by the Council or the Executive Committee, all decisions of the Council, the Executive Committee and sub committees shall be taken by a two-third majority vote.

No vote shall be valid unless a 2/3 of members of the Council, the Executive Committee, Board of Directors or the sub-committee concerned have voted.

Article 43

Any proposed amendment to the Constitution shall be submitted to the Executive Committee for deliberation three months prior to any voting on such amendment. All amendments to the Constitution require a two-thirds majority vote in order to take effect.

Article 44

Any dispute concerning the interpretation or application of this Constitution which is not settled by negotiation or by two-thirds majority vote of the Council shall be referred to the International Court of Justice in conformity with the Statute of the Court, unless the Members concerned agree on another mode of settlement within a reasonable period of time.

Article 45

The Council may, by a three-quarters majority vote of its members, decide to dissolve the Alliance.

Article 46

The Constitution shall come into effect by a two-thirds majority vote by the Council.

After payment of all debts and refund of all fees in accordance with relevant provisions, any surplus shall be donated for purposes associated with the Alliance.

Article 47

Matters not specified in this Constitution will be formulated in relevant rules and regulations. After its adoption by the Executive Committee, the rules and regulation shall come into effect.

Article 48

The official languages of the Alliance shall be Chinese and English.

Article 49

The authority to interpret provision of the Constitution shall rest upon the Executive Committee.