Bylaws

ARTICLE 1

1. APPLICATION FOR MEMBERSHIP

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.

Signature____________________________
Date______/_____/___
Day Month Year
WSI/constnew/19.6.98