Constitution PDF Print E-mail
Thursday, 05 June 2008

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Contents

Title                                                                                                                                      

  1. Adoption                                                                                                                  
  2. The Name                                                                                                                 
  3. The Objects                                                                                                              
  4. Trustees and Management Board                                                                            
  5. Election to the Board                                                                                                  
  6. Power of Trustees                                                                                                    
  7. Application of Income and Property                                                                           
  8. Minutes: Trustees                                                                                                      
  9. Disqualification and Removal of Trustees                                                                 
  10. Proceedings of Trustees                                                                                         
  11. Delegation                                                                                                                 
  12. Irregularities in Proceedings                                                                                      
  13. Membership                                                                                                               
  14. Termination of Membership                                                                                       
  15. General Meetings                                                                                                       
  16. Notice                                                                                                                         
  17. Quorum                                                                                                                       
  18. Chair                                                                                                                           
  19. Representatives of Other Bodies                                                                                
  20. Adjournments                                                                                                              
  21. Resolutions                                                                                                                   
  22. Votes                                                                                                                            
  23. Amendments to the Constitution                                                                                   
  24. Minutes: General Meeting                                                                                              
  25. Annual Report and Return and Accounts                                                                    
  26. Registered Particulars                                                                                                   
  27. Repair and Insurance                                                                                                     
  28. Notices                                                                                                                           
  29. Rules                                                                                                                              
  30. Dissolution  

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:

  • A Chair
  • A Secretary
  • A Treasurer

     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:

  • a) the nomination is proposed and seconded and accompanied by brief reasons for the nomination
  • b) the nomination is signed by the person who is to be proposed to show his or her willingness to be appointed.

     11.

  • a) the appointment of a Trustee, whether by WAFE in General Meeting or by the other Trustees, must not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the maximum number of Trustees.
  • b) The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.

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):

  • a) To raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
  • b) To buy, take on lease, or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
  • c) To sell, lease or otherwise dispose of all or any part of the property belonging to WAFE . In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993;
  • d) To borrow money and to charge the whole or any part of the property belonging to WAFE as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993 if they intend to mortgage land;
  • e) To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
  • f) To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects:
  • g) To acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;
  • h) To set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
  • i)To obtain and pay for such goods and services as are necessary for carrying out the work of WAFE;
  • j) To open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000.
  • k) To do all such other lawful things as are necessary for the achievement of the Objects.

     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:

  • a. all land held by or in trust for WAFE that is not vested in the Official Custodian of Charities; and
  • b. all investments held by or on behalf of WAFE,

     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:

  • a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to WAFE .
  • b) a Trustee from:

     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;

  • c) the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a Trustee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to WAFE but excluding:

     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:

  • Sell goods, services or any interest in land to WAFE
  • Be employed by or receive any remuneration from WAFE
  • Receive any other financial benefit from WAFE

     If:

  • He or she is not prevented from so doing by sub-clause (5) of this clause, and
  • The benefit is permitted by sub-clause (3) of this clause;
  • The benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause.

     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:

  • i) Declare his or her interest in the proposal;
  • ii) Be absent from that part of any meeting at which the proposal is discussed and takes no part in any discussion of ;
  • iii) Not be counted in determining whether the meeting is quorate;
  • iv) Not vote on the proposal

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;

  • the names of the Trustees present at the meeting;
  • the decisions made at the meetings; and
  • where appropriate the reasons for the decisions

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:

  • The relevant powers are to be exercised exclusively by the committee to whom they delegate:
  • No expenditure may be incurred on behalf of WAFE except in accordance with a budget previously agreed with the Trustees

     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:

  • who was disqualified from holding office;
  • who had previously retired or who had been obliged by the constitution to vacate office;
  • who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise if, without:
  • the vote of that Trustee, and
  • that Trustee being counted n the quorum,
  • the decision has been made by a majority of Trustees at a quorate meeting.

     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:

  • a) the Trustees
  • b) any committee of the Trustees
  • c) WAFE in General Meeting

     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.

  • a) The Trustees may refuse an application for membership only if, acting reasonably and properly, they consider it to be in the best interests of WAFE to refuse the application.
  • b) The Trustees must inform the applicant in writing of the reasons for being refused within twenty-one days of the decision.
  • c) The Trustees must consider any written representations the applicant may make about the decision. The Trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.

     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:

  • a) the member has been given at least twenty-one days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed;
  • b) the member or, at the option of the member, the member’s representative (who need not be a member of WAFE ) has been allowed to make representations to the meeting.

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:

  • a) a quorum is not present within half an hour from the time appointed for the meeting, or
  • b) during a meeting a quorum ceases to be present

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

  • a. no amendment may be made that would have the effect of making WAFE cease to be a Charity at law;
  • b. no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to WAFE;
  • c. no amendment may be made to clause 4 without the prior written consent of the Commission.

     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:

  • a) the keeping of accounting records for WAFE;
  • b) the preparation of annual statements of account for WAFE;
  • c) the transmission of the statements of account to WAFE;
  • d) the preparation of an annual report and its transmission to the Commission
  • e) the preparation of an annual return and its transmission to the Commission

     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:

  • a) in writing, or
  • b) given using electronic communications

     2. WAFE may give any notice to a member either:

  • a) personally, or
  • b) by sending it by post in a prepaid envelope, addressed to the member at his or her address; or
  • c) by giving it using electronic communications to the member’s address.

     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.

  • a) proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
  • b) proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
  • c) a notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.

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:

  • a) the admission of members of WAFE (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
  • b) the conduct of members, of WAFE in relation to one another, and to WAFE ’s employees and volunteers;
  • c) the setting aside of the whole or any part or parts of WAFE ’s premises at any particular time or times or for any particular purpose or purposes;
  • d) the procedure at General Meeting and meetings of the Trustees in so far as such procedure is not regulated by this Constitution;
  • e) the keeping and authenticating of records. (If regulations made under this clause permit records of WAFE to be kept in electronic form and requires a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated).
  • f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

     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

  • a. directly for the Objects:
  • b. by transfer to any Charity or charities for purposes the same as or similar to WAFE.
  • c. in such other manner as WAFE Commissioners for England and Wales (‘the Commission’) may approve in writing in advance.

     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.