| Constitution |
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| Thursday, 05 June 2008 | |
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Contents Title
1. Adoption Adopted on the 4th December 2004. The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution. 2. The Name The association’s name is: WAFE: International Federation of Women against Fundamentalism and for Equality (and in this document it is called WAFE) 3. The Objects WAFE objects are: 1. To advance gender equality by all legal and peaceful means, including identifying and publicising discriminatory practices, supporting those who are fighting discrimination and advising on measures to oppose discrimination. 2. To expose the deleterious effects of all forms of religious fundamentalism on all people, but especially on women. 3. To oppose all religious, legal, political and civic systems which deny women their full and equal human rights. 4. To work to eliminate the economic and social conditions which lead to the spread of religious fundamentalism. 5. To cooperate with all organisations which share our views and so build a network of women and men who believe gender discrimination has no place in modern civilisation and that gender equality is integral to human development. 6. To conduct our affairs in an open, democratic, accountable manner as a model of the egalitarian society we seek to promote. 4. Trustees and Management Board 1. WAFE and its property shall be managed and administered by a Management Board, comprising the Officers and other members elected in accordance with this Constitution. The Officers and other members of the committee shall be Trustees of WAFE and in this constitution are together called ‘the Trustees’. 2. WAFE shall have the following Officers:
3. A Trustee must be a member of WAFE or the nominated representative of an organisation that is a member of WAFE. 4. No one may be appointed a Trustee if he or she would be disqualified from acting (see Appendix A) 5. The number of Trustees shall be no less than three but (unless otherwise determined by a resolution of WAFE in General Meeting) shall not be subject to any maximum. 6. The first Trustees (including Officers) shall be those persons elected as Trustees and Officers at the meeting at which this constitution is adopted. 7. A Trustee may not appoint anyone to act on his or her behalf at the meeting of the Trustees. 5. Election to the Board 1. All members may stand for election to the Board. All Officers and members of the Board shall stand for election or re-election at every second General Meeting following their election. Board members shall be Trustees of the organisation. 2. Officers and members of the Board may seek re-election for two further terms of office and must then stand down for two years before again seeking election. No Officer or Board member may serve for more than 6 consecutive years. 3. If an Officer or Board Member is required or needs to leave the Board between elections, the Board may appoint an Acting Substitute, whose position must be ratified at the next General Meeting. 4. All those standing for the Board must be nominated and seconded in writing and must give written consent to their nomination. All contested nominations shall be subject to a vote. 5. All members of the Federation are entitled to vote, casting first and second preference for each office and for Board membership. 6. Voting shall be by secret ballot of those present at the General Meeting. A proxy vote shall be accepted if supported by written agreement. A postal vote shall be offered to those who are unable to attend the meeting. 7. Any nominee gaining 51% or more of the votes shall be elected. If none obtain a majority, a second ballot shall be held between the two nominees with the highest scores. 8. The General Meeting shall appoint tellers to count the vote. Their conclusions shall be announced at the General Meeting and the count open to inspection by all members. Any nomination which is not contested shall be considered to be elected without a vote. 9. The Board may co-opt members and appoint Acting Officers who will be subject to election at the next General Meeting. 10. No one may be nominated for the Board or Office unless prior to the meeting that Officers receive notice that:
11.
6. Power of Trustees 1. The Trustees must manage the business of WAFE and have the following powers in order to further the Objects (but not for any other purpose):
2. No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees. 3. Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees. 7. Application of Income and Property 1. The income and property of WAFE shall be applied solely towards the promotion of the Objects. 2. The Trustees must ensure the title to:
is vested either in a corporation entitled to act as custodian Trustee or in not less than three individuals appointed by them as holding Trustees. 3. None of the income or property of WAFE may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any members of WAFE. This does not prevent:
i) buying goods or services from WAFE upon the same terms as other members or members of the public; ii) receiving a benefit from WAFE in the capacity of a beneficiary of WAFE , provided that the Trustees comply with the provisions of sub-clause (6) of this clause, or as a member of the Charity and upon the same terms as other members;
i) fines; ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer; iii) liabilities to WAFE that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of WAFE or in respect of which the person concerned did not care whether that conduct was in the best interests of WAFE or not. 4. A Trustee may opt out of , or be reimbursed from, the property of WAFE reasonable expenses properly incurred by him or her when acting on behalf of WAFE. 5. No Trustee may be paid or receive any other benefit for being a Trustee. A Trustee may:
If:
6. If it is proposed that a Trustee should receive a benefit from WAFE that is not already permitted under sub-clause (3) of this clause, he or she must:
In cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of WAFE to contract with or employ that Trustee rather than with someone who is not a Trustee and they must record the reason for their decision in the Minutes. In reaching that decision the Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest). The Trustees may only authorise a transaction falling within paragraphs 5(a)-(c) of this clause if the Trustee body comprises a majority of Trustees who have not received any such benefit. If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to WAFE the value of any benefit received by the Trustee from WAFE. A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of WAFE and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter. In this Clause 4, ‘Trustee’ shall include any person, firm or company connected with the Trustee. 8. Minutes: Trustees The Trustees must keep minutes of all: 1. Appointments of Officers and Trustees made by the Trustees; 2. Proceedings at meetings of WAFE; 3. Meetings of the Trustees and committees of Trustees including;
9. Disqualification and Removal of Trustees A Trustee shall cease to hold office if he or she: 1. Is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision). 2. Ceases to be a member of WAFE; 3. Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; 4. Resigns as a Trustee by notice to WAFE (but only if at least two Trustees will remain in office when the notice of resignation is to take effect), or 5. Is absent without the permission of the Trustees from all their meetings held within a period of 12 consecutive months and the Trustees resolve that his or her office be vacated. 10. Proceedings of Trustees 1. The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution. 2. Any Trustee may call a meeting of the Trustees. 3. The Secretary must call a meeting of the Trustees if requested to do so by a Trustee. 4. Questions arising at a meeting must be decided by a majority of votes. 5. In the case of an equality of votes, the person who Chairs the meeting shall have a second or casting vote. 6. No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purposed to be made. 7. The quorum shall be three or such larger number as may be decided from time to time by the Trustees. 8. A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote. 9. If the number of Trustees is less than the number fixed as the quorum the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a General Meeting. 10. The person elected as the Chair shall chair meetings of the Trustees. 11. If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting. 12. The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees. 13. A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held. 14. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees. 11. Delegation 1. The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the Minute Book. 2. The Trustees may impose conditions when delegating, including the conditions that:
3. The Trustees may revoke or alter a delegation. 4. All acts and proceedings of any committees must be fully and promptly reported to the Trustees. 12. Irregularities in Proceedings 1. Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
2. Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void. 3.No resolution or act of:
shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of WAFE . 13. Membership 1. Membership is open to all who accept the aims of WAFE and its guiding values and who wish to help in the elimination of gender discrimination. This shall be the sole criterion for membership. Any individual, aged 18 and above, who accepts and wishes to support WAFE aims and methods may join regardless of their gender, nationality, religion, political affiliation, civic status, marital status, sexual orientation or any other affiliation or circumstances. Group membership shall be accepted on the same terms as above, whether from Non-governmental organisations, commercial organisations or voluntary or local groups. They shall be required to pay the Group subscription rate as proposed by the Board and approved by members at the General Meeting. Members shall be entitled to attend WAFE General Meetings and to vote in person or by proxy or by post/email regarding elections of Board and Officers, constitution changes, the budget and resolutions as proposed or accepted by the Board. Groups shall be required to elect or appoint a representative responsible for contributing to WAFE as above and for attending the General Meeting. 2.
3. Membership is not transferable to anyone else. 4. The Trustees must keep a register of names and addresses of the members which must be made available to any member upon request. 14. Termination of Membership Membership is terminated if: 1. The member dies, or if it is an organisation, ceases to exist. 2. The member resigns by written notice to WAFE unless, after the resignation, there would be less than two members. 3. The member acts against the aims of WAFE or works in ways not in accordance with the WAFE values. Their membership shall be reviewed by the Board and they may be deemed to have resigned. 4. The member fails to pay any subscription in full within two years of it falling due. 5. The member is removed from membership by a resolution of the Trustees that it is in the best interests of WAFE that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
15. General Meetings 1. WAFE will hold a General Meeting every two years from the adoption of this constitution. In view of travelling expenses, members are requested to attend if possible, at least every second meeting in person. Proxies are welcome and voting by email or snail mail can be accepted up to a week following each meeting. 2. Observers may attend the General Meeting but may not vote in the elections or on any resolutions. 3. The Trustees may call a special General Meeting at any time. 4. The Trustees must call a special General Meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special General Meeting but in doing so they must comply with the provisions of this Constitution. 16. Notice 1. The minimum period of notice required to hold any General Meeting of WAFE is fourteen clear days from the date on which the notice is deemed to have been given. 2. A General Meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote. 3. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual General Meeting, the notice must say so. 4. The notice must be given to all the members and to the Trustees. 17. Quorum 1. No business shall be transacted at any General Meeting unless a quorum is present. A quorum is: Three members entitled to vote upon the business to be conducted at the meeting provided at least two officers are present. The authorised representative of a member organisation shall be counted in quorum. If:
the meeting shall be adjourned to such time and place as the Trustees shall determine. The Trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date, time and place of the meeting. If no quorum is present at the re-convened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting. 18. Chair 1. General Meetings shall be chaired by the person who has been elected as Chair. 2. If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting. 3. If there is only one Trustee present and willing to act, he or she shall chair the meeting. 4. If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to Chair the meeting. 19. Representatives of other Bodies 1. Any organisation that is a member of WAFE may nominate any person to act as its representative at any meeting of WAFE. 2. The organisation must give written notice to WAFE of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by WAFE. The nominee may continue to represent the organisation until written notice to the contrary is received by WAFE. 3. Any notice given to WAFE will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. WAFE shall not be required to consider whether the nominee has been properly appointed by the organisation. 20. Adjournments 1. The members present at a meeting may resolve that the meeting shall be adjourned. 2. The person who is chairing the meeting must decide the date, time and place at which the meeting is to be re-convened unless those details are specified in the resolution. 3. No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place. If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date, time and place of the meeting. 21. Resolutions Resolutions regarding all matters relevant to WAFE concerns, including the running of the organisation, must be put to the members at least seven days in advance of any General Meeting. Resolutions may come from the Board or be issued with Board approval. Any member may submit a resolution to the Board for consideration provided it is supported by at least two other members. The Board must give the member reasons in writing if it does not accept any resolution. Resolutions may also be developed in the course of a General Meeting (e.g. to accept the accounts). All resolutions must be subject to a vote and the voting outcome be recorded. 22. Votes 1. Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have. 2. A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a General Meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members. 23. Amendments to the Constitution 1. This Constitution shall be subject to review every four years at the General Meeting. Any interim recommendations for amendment shall be considered by the Board and included in their recommendations to the relevant General Meeting. 2. Any provision contained in the Constitution may be amended provided that
3. Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting. 4. A copy of any resolution amending this constitution shall be sent to the Commission within twenty-one days of it being passed. 24. Minutes: General Meeting Proceedings at WAFE General Meetings must be minuted and approved at subsequent General Meetings. 25. Annual Report and Return and Accounts 1. The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
2. Accounts must be prepared in accordance with the provisions of any Statement or Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a statement prepared by another body. 26. Registered Particulars The Trustees must notify the Commission promptly of any changes to WAFE ’s entry on the Central Register of Charities. 27 Repair and Insurance The Trustees must keep in repair and insure to their full value against fire and other usual risks at all the buildings of WAFE (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability. 28. Notices 1. Any notice required by this constitution to be given to or by any person must be:
2. WAFE may give any notice to a member either:
3. A member present in person at any meeting of WAFE shall be deemed to have received notice of the meeting and of the purposes for which it was called. 4.
29. Rules 1. The Trustees may from time to time make rules or byelaws for the conduct of their business. 2. The bye-laws may regulate the following matters but are not restricted to them:
3. WAFE in General Meeting has the power to alter, add to or repeal the Rules or bye-laws. 4. The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of WAFE. 5. The rules or bye-laws shall be binding on all members of WAFE. No rule or bye-laws shall be inconsistent with, or shall affect or repeal anything contained in, this constitution. 30. Dissolution 1. If the members resolve to dissolve WAFE the Trustees will remain in office as Charity Trustees and be responsible for winding up the affairs of WAFE in accordance with this clause. 2. The Trustees must collect in and the assets of WAFE and must pay or make provision for all the liabilities of WAFE. 3. The Trustees must apply any remaining property or money
4. The members may pass a resolution before or at the same time as the resolution to dissolve WAFE specifying the manner in which the Trustees are to apply the remaining property or assets of WAFE and the Trustees must comply with the resolution if it is consistent with paragraphs a-c inclusive in sub-clause (3). 5. In no circumstances shall the net assets of WAFE be paid to or distributed among the members of WAFE (except to a member that is itself a Charity). 6. The Trustees must notify the Commission promptly that WAFE has been dissolved. If the Trustees are obliged to send WAFE ’s accounts to the Commission for the accounting period which ended before its dissolution they must send the Commission WAFE ’s final accounts. |



