Section 1.The categories of membership are active,
associate and organizational membership.
Section 2: Alterations to categories of membership and related
fees may be varied from time to time, as determined at annual general
or special meetings.
Section 3: Applications for membership shall be
on the form prescribed and entitled “Application for Membership”.
Applications for renewal of membership shall be submitted by each
applicant and shall be accompanied by the payment of the membership
fee. These applications shall be sent to the WSI
Secretary.
Section 4: The Secretary shall inform the applicant that she has
been admitted to membership of WSI and added to the WSI database.
ARTICLE 2
2. MEMBERSHIP FEES
Section 1: Each member shall pay to WSI an annual
membership fee. The amount of the annual fee is to be determined
by the Advisory Board and will be reviewed annually by said Board.
Section 2: Such fees shall be payable for membership
to the Treasurer of WSI for the period
of the financial year as defined herein and shall become delinquent
if unpaid within 2 months. However, the Advisory Board shall have
the power to implement alternative schedules if it so decides. A
member who is delinquent in her dues thereby loses all privileges
of WSI. A member whose dues are delinquent
by more than six months may be dropped from the database of WSI
by action of the Advisory Board and the President shall notify such
member of this action by the Board.
Section 3: Any member of WSI dropped from membership because of
delinquency may be reinstated upon the filing of a new membership
application together with the current fees.
ARTICLE 3
3. SUSPENSION AND CESSATION OF MEMBERSHIP
Section 1: Failure by a member
to pay the membership fee within six months of the due date in accordance
with Article 2,Section 2, shall
entail automatic suspension of the member in default. Membership
shall be conferred upon compliance with the requirements for payment
and the suspension will therefore be set aside in accordance with
Article 2, Section 3.
Section 2: Any violation by a member of the Constitution of WSI
or of any orders made in conformity therewith shall render such
member liable to suspension from WSI by the Advisory Board until
the next meeting of WSI at which the member may be liable for expulsion.
Section 3: Any member of WSI, may be, on the motion of the Advisory
Board, liable for expulsion for any violation of the Constitution
of WSI or of any order made in conformity therewith or conduct not
in the interests of WSI and promotion of its objectives.
Section 4: Expulsion of a member shall be decided
by WSI at a Special or Annual Meeting
and shall require in the case of any category of member, a majority
vote of the members present at such meeting which shall have a quorum.
Section 5: At such meeting of WSI the subject of the motion to
be expelled shall be given the right to address the meeting. The
Advisory Board, through the auspices of the Executive Director,
shall ensure that such member has been given notice of the proposed
motion for expulsion and a short statement of reasons therefore
at least one month prior to the meeting so scheduled.
ARTICLE 4
4. PROCEDURE AT MEETINGS
Section1: All meetings shall be conducted according to Robert’s
Rules of Order.
Section 2: To facilitate the conduct of its business WSI may by
resolution, adjourn, vary procedure, or otherwise regulate any of
its meetings or proceedings as it so determines provided such variations
are not inconsistent with these articles.
Section 3: Minutes of all meetings shall be taken and recorded
in a Minute Book in which all resolutions and motions shall be recorded.
A copy of the minutes of each meeting shall be forwarded to all
members who attended the meeting and made available on the WSI website
to other members within 30 days of the date of the meetings. The
Minutes of each meeting produced in writing shall be ratified at
the next meeting of WSI.
ARTICLE 5
5. ELECTION PROCEDURES.
Section 1: The following positions will normally
be subject to election, for 3-year terms, by members at an annual
general meeting as provided by this Constitution: President, Vice
President, Treasurer, Secretary, and Advisory Board Members.
Section 2: The election of all officers shall be on a triannual
basis.
Section 3: Where such elections to any office provided for by this
Constitution are to be held, the President shall call for nominations
on the WSI website for the office(s) to be filled. Nominations shall
be received by February 1, and not less than 6 weeks prior to the
date the mail ballots are to be distributed. Each person nominating
a candidate shall complete the nomination form contained on the
website and provide a one-page vita for the nominee if one is available.
Section 4: Ballots will be mailed in a timely fashion to all active
members and the representative of organisational members and must
be returned to a person designated by the Executive Committee by
a specified date. Officers will begin their term on July 1st of
the year of the election.
Section 5: Should any vacancy occur amongst office
bearers or should WSI declare any office
vacant an election for such vacancy shall be held at the next annual
election in accordance with the By Laws, Article
5, and the President shall call for nominations to fill
such vacancy to close not less than 6 weeks prior to the date of
such balloting.The person elected to fill the vacancy shall hold
office for the balance of the term of office of such person’s
predecessor.
Section 6: Elections shall be conducted by preferential ballot
and decided by a simple majority. In the event of a tie vote, the
Executive Committee shall determine the outcome.
Section 7: Elected office bearers shall be elected by mail ballot
as their offices fall vacant. A retiring office bearer shall be
eligible for re-election subject to any specific prohibitions contained
within.
Section 8: Members of the Advisory Board shall
be eligible for election for 3 years and for re-election for a period
of 3 years. The term begins on July 1st of the election year and
ends on June 30th of the triannual period.
ARTICLE 6
6. MAIL and EMAIL VOTES
Section 1. Subject to the Constitution a resolution shall be submitted
to a mail or email vote when directed by the Advisory Board.
Section 2: Where a vote by mail/email is directed,
the President shall dispatch to each member a clear statement of
the question to be voted upon with a request that such member shall
send her vote thereon to the President and such request shall state
the date upon which the voting shall close which shall not be less
than 21 days after dispatch of the resolution to be voted upon.
In the case where the Advisory Board deems it necessary that a vote
shall be taken by facsimile rather than by email/mail and the vote
shall close within the period specified on the fax, the date of
dispatch shall be the date printed by the receiver’s fax machine
at its head. The President may, at any time when sufficient votes
have been received either to carry or to reject a mail or facsimile
vote, announce the result of same and the result as announced shall
be decisive.
Section 3: The President shall inform the members
of the outcome of the vote within 14 days of the closing date for
receipt of votes in accordance with Article 6,
Section 2.
Section 4: In the event of an equal number of votes for and against
being recorded, the vote shall be lost.
Section 5: A vote upon any resolution so taken by post shall be
valid and binding in all respects as if the same had been taken
in due manner at a duly convened meeting of WSI and shall be recorded
in the Minutes.
ARTICLE 7
7. DUTIES OF THE SECRETARY GENERAL
Section 1: The Secretary General may be appointed by the Advisory
Board, acting upon the recommendations of the Executive Committee.
Section 2: The Secretary General is the principal officer with
respect to WSI business outside of the infrastructure of WSI itself.
The Secretary General receives copies of all reports, policy work,
major correspondence of all structures of WSI so she is fully cognizant
of WSI operation. She, in turn, channels the progress and results
of her work to appropriate structures in order to maximise effective
operation.
Section 3: The Secretary General shall be responsible
to the Advisory Board and shall be delegated the authority, along
with the President and Treasurer, to affix her signature and the
Common Seal in accordance with Article 19, Section
1 in the name of WSI on all legal
papers, resolutions, minutes, tax returns and other legal documents
relating to the business of WSI with the
approval of the Advisory Board or the Executive Committee.
Section 4: In the event of a vacancy occurring
in this office, the members of the Advisory Board shall appoint
a replacement until such time as an appointment is made pursuant
to Article 10 of this Constitution.
ARTICLE 8
8. DUTIES OF THE PRESIDENT
Section 1: The President of WSI
shall be elected by WSI for a term of 3 years.
Section 2: The President shall assume office in
accordance with Article 5, Section 2
of these By Laws. The President is the lead officer of WSI
in regard to matters internal to WSI and
any formal action taken by the WSI or
its officers.
Section 3: In the event of a vacancy occuring in the office of
President the members of the Advisory Board shall elect a member
as Chair until such times as elections are held pursuant to this
Constitution.
Section 4: The President shall be the authorized representative
of WSI in regard to legal matters unless the Advisory Board otherwise
determines.
Section 5: The President shall have the power
to authorize expenditure on behalf of WSI with the approval of the
Executive Committee. Regular financial statements will be circulated
to the Advisory Board.
ARTICLE 9
9. DUTIES OF THE PAST PRESIDENT
Section 1: The Past president
shall take up her role on the Executive Committee on stepping down
as President. She shall cease her role as Past President when her
immediate successor steps down.
Section 2: The Past President shall ensure a smooth hand over of
business to her successor and shall advise her on any outstanding
matters that need attention.
Section 3: The Past President shall act in an advisory and support
capacity to the new President and, in so doing, shall be especially
mindful of the history and origins of the organisation.
ARTICLE 10
10. DUTIES OF THE VICE PRESIDENT
Section 1: The Vice President of WSI
shall be elected for a term of 3 years. The Vice President shall
assume office in accordance with Article 5 of the
By Laws. The Vice President is normally charged with the responsibility
to coordinate the work of the committees and task forces of WSI.
Section 2: In the event of a vacancy in the office
of President, or a temporary incapacity of the President to serve,
the Vice President will fulfill the duties of President. The Advisory
Board shall elect one of the remaining members to fill the role
of Vice President until such time as elections are held pursuant
to this Constitution.
ARTICLE 11
11. DUTIES OF THE SECRETARY
Section 1: The Secretary of WSI
shall be elected for a term of 3 years. The Secretary shall assume
office in accordance with Article 5 of these By
Laws.
Section 2: The Secretary shall have charge of all papers, archives,
records and property of WSI. She shall present a report of the transaction
of the Advisory Board and of the Executive Committee to WSI at the
annual meeting. She will receive applications for membership and
shall keep a database of members of WSI together with such data
as may be of interest to WSI.
Section 3: The Secretary shall have charge of
the Advisory Board correspondence in consultation with the President,
and make a report thereof to the Advisory Board. She shall issue
all notices of meetings and notifications of acceptance of membership.
She shall notify members in writing (can be email) of their appointment
to committees and of their election to office.
ARTICLE 12
12. DUTIES OF THE TREASURER
Section 1: The Treasurer of WSI
shall be elected for a term of 3 years. She shall assume office
in accordance with Article 5 of these By laws.
Section 2: The duties of the Treasurer shall include;
keeping accurate records of all financial transactions, arranging
for the opening and conduct of a bank account, or bank accounts,
to be opened and maintained in the name of WSI,
to arrange check signatories who shall number no fewer than three
(the Secretary General, President and Treasurer), to present a balance
sheet at every Advisory Board Meeting and at any other meeting of
WSI, to prepare the annual budget for
WSI and to report generally on the financial
management and position of WSI.
Section 3: The Treasurer shall collect and receive all fees and
assessments and all other monies belonging to WSI. She shall be
accountable therefore to the Advisory Board, at such times as it
may designate. She shall keep proper books, records, and accounts
which shall at all times be open for examination by the Advisory
Board or its representatives. She shall deposit the funds of WSI
in such depositories as shall be designated by the Advisory Board,
and shall maintain such deposits in the name of WSI.
Section 4: No unbudgetted monies shall be drawn from the treasury
except for such purposes as shall have been approved by WSI at an
annual meeting or shall have been authorized by the Executive Committee
to provide for the proper conduct of the business and furtherance
of the objectives and purposes of WSI.
ARTICLE 13
13. SEPARATION OF POWERS BETWEEN THE ADVISORY
BOARD AND THE EXECUTIVE COMMITTEE
Section 1: Board Members shall assume office in
accordance with Article 5 in the By Laws.
Section 2: The duties of the Advisory Board shall include consideration
of all matters relevant to the smooth government and best interests
of WSI and the assumption of responsibility for certain delegated
tasks such as attending functions, the drafting of reports and the
like.
Section 3: The routine administrative and corporative functions
as prescribed by the Advisory Board and/or the membership at the
annual meeting shall be implemented by the Executive Committee.
ARTICLE 14
Section 1: WSI shall appoint a registered public auditor whose
duty it shall be to audit the books and accounts every third year
and whose remuneration shall be publicly agreed. The Auditor shall
not be a member of WSI.
Section 2: A copy of the annual financial statements certified
to be correct by the Auditor, shall be made available upon request.
ARTICLE 15
15. DUTIES OF THE SOLICITOR
Section 1: WSI may appoint, from time to time, and as is necessary,
a solicitor to act for and on behalf of WSI. The remuneration of
the solicitor shall be mutually agreed. The solicitor may be a member
of WSI.