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| WomenSport International Constitution | ||||||||||||||||||||||
(updated June 2-4 & revised June 19 1998) ARTICLE 1, NAME ARTICLE 2, DEFINITIONS. Section 1: In this Constitution the following words and phrases shall have the following meanings:
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. |
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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:
ARTICLE 6, POWERS 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: 1.1: Active Membership.
Active membership shall be open to individuals who support the aims
and objectives of WSI and want to take an active role in the organization. 1.2: Associate membership.
Associate membership shall be open to individuals who support the
aims and objectives of WSI but do not wish to take a full, active
role. 1.3: Organizational membership. Organizational membership shall be open to any organization whichsupports 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 consist of a President, Past President, a Vice President,
Secretary and Treasurer. With the Secretary General, appointed by
the Advisory Board, the four officers form the Executive Committee
of the 12-member Advisory Board. Section 2: All elected offiicers
of WSI shall be members of the Advisory Board. The Secretary General
is an ex officio member of the Advisory Boards whose principal function
is to represent WSI in the international community outside WSI. Section 3: During the absence
of the President, the Vice President shall assume the duties of
the President. Section 4: The election of
members of the Advisory Board shall be conducted in accordance with
this Constitution. Section 5: The Advisory Board shall assume office in accordance with this Constitution.
Section 1: 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 2: 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 3: In meetings of the
Advisory Board the President shall occupy the Chair and if she be
absent the Vice President shall be the Chair in her absence. Section 4: 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 5: The Advisory Board
shall approve the policies and conduct of business of WSI implemented
by the Executive Committee. Section 6: The Advisory Board
shall meet no fewer than once a year at a location or locations
to be determined by the Advisory Board. 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 7: 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 8: 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 9: The Advisory Board
shall have the authority to employ administrative staff subjectto
budgetary guidelines. Section 10: 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 11: 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 12: 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 13: 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 14: 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 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 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 in her absence. 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. 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
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): Bye Laws and operating
Codes, Finance and Sponsorship, Education, Ethics, Membership, Public
Relations and Information, Nominating, Research, 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 at June 1998, Task Forces
are constituted for: the Female Athlete Triad, Gender Verification,
Health and Active Lifestyles for Women, Sexual Harasssment and Masters/HRT. 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. ARTICLE 14, MEETINGS Section 1: An Annual Meeting
of WSI shall be held at a date and site 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 Bye Law, Article 6, advance mail and fax
votes are permitted to absent members. Section 5: A quorum shall consist
of 20% of current active members. Section 6: 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 7: Except as otherwise
provided herein all resolutions at a meeting shall be passed by
a simple majority of votes. Section 8: 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 9: The decisions by
resolution or otherwise of WSI shall be final and binding upon all
members. Section 10: 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 amendements
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. ARTICLE 16, RESCISSION OF PREVIOUS
RESOLUTIONS 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, BYE LAWS Section 1. The Advisory Board
may make such Bye 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. Bye 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 Bye 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
with the Secretary General or Treasurer. A register recording the
use of the Common Seal should be tabled at each General Meeting. 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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