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| WomenSport International Constitution | ||||||||||||||||||||||
CONSTITUTION
ARTICLE 1, NAME The name of the organisation shall be WomenSport International (hereinafter referred to as “WSI”) ARTICLE 2, DEFINITIONS. Section 1: In this Constitution the following words and phrases shall have the following meanings: “Articles” shall mean the Constitution, Rules and
Regulations of WSI; Section 2: Words importing the singular number shall include the plural and words importing the feminine gender shall include the masculine gender and vice versa. ARTICLE 3, HEADQUARTERS Section 1: The headquarters of WSI shall be in a location determined by the Advisory Board. ARTICLE 4, STATEMENT OF PURPOSE Section 1: WSI is an international organization dedicated to bringing about positive change for girls and women in and through sport and physical activity in all roles and at all levels of involvement. This corporation is organized exclusively for scientific and educational purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities, or exercise any powers not in furtherance of section 501 (c) (3) purposes. ARTICLE 5, OBJECTIVES Section 1: The objectives of WSI shall be: 1.1 To promote opportunities for girls and women
in and through sport and physical activity. Section 1: WSI shall have the rights, powers and privileges to do such things as are incidental or conducive to the attainment of the purposes and objectives of WSI. Section 2: To be a competent authority with respect to the promotion of the rights of girls and women in sport and physical activity and to seek recognition of its status at national and international levels. Section 3: To promote girls’ and womens’ sport and physical activity and to delegate to any competent member the carrying out of any such promotion in a particular region or area. Section 4: To keep such records as are necessary including details of membership of all members. Section 5: To provide for the representation of WSI at relevant meetings from time to time. Section 6: To liaise with national and international groups and any other appropriate government or non government bodies pertaining to the promotion of girls’ and womens’ sport and physical activity. ARTICLE 7, ORGANIZATION Section 1: WSI is a non-profit corporation incorporated in the state of Washington, United States of America. Section 2: Administration of the corporation is conducted by an Advisory Board and an Executive Committee. Section 3: The headquarters of WSI may be established with the approval of the Advisory Board. Section 4: The financial year shall be the period from January 1 to December 31 in any year. ARTICLE 8, MEMBERSHIP Section 1: Membership of WSI
shall be of the following classes:
1.3: Organizational membership. Organizational membership shall be open to any organization which supports the aims and objectives of WSI. Members of such organizations shall automatically become associate members. ARTICLE 9, OFFICERS Section 1: The officers of WSI shall normally consist of a President, Past President, a Vice President, Secretary and Treasurer, and a duly elected Advisory Board not to exceed 10 members reflecting the geographical and ethnic diversity of the mission of WSI Section 2: During the absence of the President, the Vice President shall assume the duties of the President. Section 3: The election of members of the Advisory Board shall be conducted in accordance with this Constitution. Section 4: The Advisory Board shall assume office in accordance with this Constitution. Section 1: The Advisory Board shall consist of up to 15 members. Section 2: The Advisory Board shall control and manage the business and affairs of WSI in accordance with this Constitution. The Advisory Board will be solely responsible for matters of policy, contractual obligations and approval of the annual budget. Section 3: In addition to those matters identified in Article 6 (section 1) the business of an Advisory Board meeting shall include: ratifying minutes of the previous meeting of the Advisory Board; dealing with business arising from the previous meeting and any other new business; the disbursement of monies in accordance with the annual budget; the general business of WSI. Section 4: In meetings of the Advisory Board the President shall occupy the Chair and if she be absent the Vice President shall be the Chair. Section 5: All resolutions of the Advisory Board shall be determined by a simple majority of votes cast and each member of the Advisory Board shall have one vote. The Chair shall have a casting vote in addition to her deliberative vote. Section 6: The Advisory Board shall approve the policies and conduct of business of WSI implemented by the Executive Committee. Section 7: The Advisory Board shall meet no fewer than once a year at a location or locations to be determined by the Advisory Board. When possible, one of those meetings shall be the regular Annual Meeting of WSI. Minutes of such meetings shall be distributed within 14 days of such meeting to members of the Advisory Board. Section 8: Additional special meetings of the Advisory Board may be called by the President upon written request signed by at least three members of the Advisory Board. Such a meeting shall be called within 14 days of the receipt of such a request and shall be held within 30 days of the calling of the meeting. Section 9: A quorum for the transaction of business by the Advisory Board shall consist of a simple majority including proxies. Members of the Advisory Board shall not hold more than three proxy votes in the transaction of business. In the absence of a quorum, business may be transacted by a mail vote. Section 10: The Advisory Board shall have the authority to employ administrative staff subject to budgetary guidelines. Section 11: The Advisory Board shall have the power to appoint persons to represent WSI on other bodies as may be required from time to time, perform such other acts and functions as required by the Constitution including such powers of delegation as it may from time to time determine Section 12: In the event of a death, resignation or other action resulting in a vacancy among the Advisory Board, said vacancy shall be filled by an interim Presidential appointment of a member of WSI. The appointee shall serve until a new, duly elected Advisory Board member shall be certified as elected. Elections to fill vacancies shall occur during the annual general election. Section 13: A member of the Advisory Board or member of the Executive Council who is absent from a meeting of the Advisory Board may designate another member of the group to cast a proxy vote in her stead. Such proxy vote must be designated in writing by the absentee member and deposited with the President before a vote is taken. Section 14: Conflict of interest: An officer or member of the Advisory Board may not take action in her official capacity with WSI in any matter in which her impartiality might reasonably be questioned, including but not limited to instances in which she has a personal stake in the matter, whether direct or indirect, and whether pecuniary or otherwise. However, an officer or a member of the Advisory Board may act in such a matter if a majority of the Advisory Board gives its approval after full disclosure by the officer or Advisory Board member of the fact. Section 15: Unless otherwise determined by the Advisory Board, terms of office for Board members shall be limited to no more than two consecutive three-year terms. After one year’s absence from the Board, former members of the Advisory Board may be nominated for a new term of office. ARTICLE 11, THE EXECUTIVE COMMITTEE Section 1: The Executive Committee shall normally consist of the following officers of WSI; the President, the Vice President, Past President, Secretary, Treasurer, and Secretary General. Section 2: The Executive Committee will perform routine administrative and corporate functions related to the concerns of WSI. The Committee shall meet at the call of the President or upon written request of three Committee members. Decisions of the Committee shall be subject to the review of the Advisory Board. If so empowered by the Advisory Board, the Executive Committee may act with the full authority of the Advisory Board in specific, well-defined areas. Section 3: A quorum for the transaction of business by the Executive Committee shall consist of a majority of the body concerned, including proxies. Members of the Executive Committee shall not hold more than 2 proxy votes in the transaction of business. In the absence of a quorum, business may be transacted by mail or email vote. Section 4: At meetings of the Executive Committee the President shall occupy the chair and if she be absent the Vice-President shall be the Chair. ARTICLE 12, COMMITTEES Section 1: Committee and Task Force chairs, in consultation with the Vice President, shall prepare a slate of proposed committee/task force members for approval by the Executive Committee. Upon approval, the President shall send letters of appointment with task instructions and terms of appointment specified therein. Each standing committee will have at least one member from the Advisory Board. Additional positions on each committee must be filled by WSI members. Appointments to committees will ordinarily be for 3-year terms; however, a person may be reappointed. Section 2: The members of all committees shall hold office until their qualified successors have been duly appointed. Section 3: Committee chairs shall report, when requested by the President, at meetings of the Advisory Board and of the Executive Committee. Section 4: All committees will normally be responsible to the Vice President who will serve as liaison for each committee. Section 5: Where appropriate, orientation sessions for Committee Chairs shall be conducted each year at the annual meeting. Section 6: The standing committees of WSI shall be (in alphabetical order): Education, Finance and Sponsorship, Membership and Communication, Nominating, and any other deemed necessary by the Advisory Board. Section 7: The Task Forces of WSI are special expertise committees whose function is to act as consultative, educative, and/or research arms of WSI in regard to specific and important concerns. As of July, 2008, Task Forces are constituted for: Energy and Nutrition , Homophobia, Sexual Harassment and International Development. Section 8: The President may appoint and dissolve ad hoc committees at her pleasure. Such committees will automatically be dissolved upon the President’s retirement from office. ARTICLE 13, FUNDS Section 1: The funds of WSI
shall be derived from membership fees as fixed by the Advisory Board,
as well as from endowments, gifts, grants, bequests and other such
sources as the Advisory Board sanctions. Section 1: When possible an Annual General Meeting of WSI shall be held. The date and site shall be determined by the Advisory Board. Section 2: The business of the Annual General Meeting shall include: receipt, consideration and approval of the annual report of the Advisory Board and of the annual financial statements, duly audited; election of office bearers, auditor or any other person whose office has fallen vacant in accordance with this Constitution or as required by these articles or by resolution; transaction of any other business of which notice in writing has been given in accordance with these articles. Section 3: If further meetings of WSI are deemed necessary they shall be held at a time and place to be determined by the Advisory Board. Section 4: At a meeting of WSI only those members present, whether or not by proxy, shall be entitled to vote and each member may exercise only one vote, except when, as provided for in By Law, Article 6, advance mail, email and fax votes are permitted to absent members. Section 5: The President shall occupy the chair at the meetings of WSI and shall have both a deliberative and a casting vote. If the President is absent the meeting shall be chaired by Vice President who shall have both a deliberative and a casting vote. Section 6: Except as otherwise provided herein all resolutions at a meeting shall be passed by a simple majority of votes. Section 7: Notice of motions submitted for consideration at a meeting of WSI shall be in writing and in the hands of the President not less than 2 calendar months prior to the date of the meeting and such notice shall be placed upon the agenda for the said meeting, provided that, upon leave being granted a matter may be raised at a meeting without notice and, (except notice intended to vary this Constitution), such matter be the subject of a motion. A copy of notices of all motions received by the President shall be mailed to each member with a copy of all agenda papers no fewer than 21 days prior to the date of the meeting concerned. Section 8: The decisions by resolution or otherwise of WSI shall be final and binding upon all members. Section 9: Members will be responsible for their own transport and accommodation costs in attending meetings of WSI. ARTICLE 15, AMENDMENTS TO THE CONSTITUTION Section 1: No amendment shall be made to this Constitution except at the Annual Meeting of WSI and by a resolution initiated by four or more active or associate members of WSI and supported by a simple majority of WSI members. Section 2: Notice in writing of any proposed amendment to this Constitution shall be delivered to the President at least four months prior to the Annual Meeting Section 3: Proposed amendments must be specific. They must refer to the article and paragraph concerned, specifying words (if any), to be deleted and words (if any), to be added. In addition the article must be quoted in full as it would appear if amended. Section 4: The Secretary shall
maintain an up-to-date copy of the Constitution in the records of
WSI and shall, within thirty days of receipt
of the proposed amendment or amendments, distribute substitute pages
where necessary to members when amendments are few, but shall submit
a wholly reprinted Constitution within 30 days of the Annual Meeting
to the Advisory Board and to members on request. Section 1. No rescission of any previous resolution shall be brought forward for further consideration except at a subsequent Annual Meeting or a Special Meeting and not unless at least 28 days notice of intention to move to that effect shall be given to all office bearers and members. ARTICLE 17, INTERPRETATION OF RULES Section 1. The decision of the chair at the meeting as to the interpretation of these Articles and as to any other matter not provided for herein shall be final unless a motion of dissent be proposed at the same meeting and carried by a majority of members present. Such motion of dissent shall not be discussed. ARTICLE 18, BYLAWS Section 1. The Advisory Board may make such By Laws as are necessary and convenient to give effect to this Constitution and particularly with respect to: the conduct of meetings, the duties of employees, consultants and others, the promotion of WSI, the creation of commissions and appointments of members therefore, and any other matter. Section 2. By Laws so made shall be valid unless disallowed or amended by the members at a meeting, (other than an Advisory Board meeting), by a majority of those present and entitled to vote. Section 3. The members at any meeting, other than an Advisory Board meeting, may, by a majority of those present and entitled to vote, direct the Advisory Board to make such By Laws as in the opinion of the meeting are appropriate. ARTICLE 19, COMMON SEAL Section 1. WSI shall have a Common Seal and shall provide for its safe custody. The Common Seal shall only be used by the authority of the Advisory Board and shall only be affixed to an instrument under the signatures of the President and Treasurer. A register recording the use of the Common Seal should be tabled at each General Meeting ARTICLE 20, DISSOLUTION Section 1: WSI shall not be dissolved except at a meeting specially convened for the purpose and by a resolution carried by a majority of two thirds of those present and entitled to vote. Section 2. No proposal for dissolution shall be considered unless 4 weeks notice in writing is given each member of the Advisory Board. Section 3. Upon the winding up and dissolution of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to an institution or institutions which have objectives similar or in part similar to the objectives of WSI and which shall have established its tax exempt status under section 501 (c) (3) of the Internal Revenue Code. Such institutions shall be determined by the members of WSI at or before the time of dissolution or in default thereof by the Chief Judge of such courts as may have or acquire jurisdiction in the matter. |
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