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THE CONSTITUTION OF THE ZUG INTERNATIONAL WOMEN’S CLUB
Approved at AGM if 27.4.2017 and valid immediately.
ARTICLE 1: NAME
The name of this organisation is the ZUG INTERNATIONAL WOMEN'S CLUB, hereinafter “ZIWC” or “Club”.
ARTICLE 2: PURPOSE
The ZIWC is a non-profit, social organisation with its seat in Zug, in accordance with the provisions of the Swiss Civil Code. The purpose of the Club is to foster goodwill, respect and friendship; to provide a common meeting ground for English speaking women in and around Zug; and to be a positive link between Club members and the host community.
ARTICLE 3: ORGANISATION
The General Meeting of the members is the primary organ of the Club. The Board has the right and duty to manage the affairs of the Club and to represent it in accordance with its Constitution.
ARTICLE 4: MEMBERSHIP
a) Any woman who is able to converse in English and is interested in participating in the activities of the Club is eligible for membership. Membership commences and continues upon the Club’s receipt of annual membership fees, subject to (e) below. Under exceptional circumstances, the Board has the discretion to deny membership to any applicant.
b) The amount of the annual fees is voted upon and approved by the Annual General Meeting (hereinafter “AGM”).
c) A member who has not paid her fees by 13 May will lose membership privileges until payment of fees for such year. New members joining between 1st January and the AGM will pay half the yearly fees. Board members shall be exempt from the payment of membership dues during their term of office.
d) In the event of resignation, fees are not refunded.
e) Membership privileges may be withdrawn at the discretion of the Board if a member's conduct proves incompatible with the Club purpose as set out in Article 2 and detrimental to the interests of the Club.
f) The Club’s cancellation policy is applicable to all events that involve a reservation and a monetary payment. Unless otherwise specified, the cancellation deadline is the reservation deadline. A member who cancels her participation in an event, after the cancellation deadline, is required to pay the full participation fee of the event.
ARTICLE 5: SIGNATORY POWERS AND FINANCE
a) Signatory and Expenditure Powers:
i) The President or Vice-President together with the Treasurer or Secretary is empowered to sign, jointly by two, on behalf of the Club.
ii) The Board may set an amount under which the sole signature of the President or Treasurer is sufficient.
iii) The Chairwomen have discretion to operate within their budgets as approved by the General Meeting, provided that their activities and finances are reported to the Board as required.
iv) Exceptional expenses need approval and a vote by the Board.
v) The Board may approve an allowance to Board members to cover out of pocket expenses incurred in performance of their duties.
vi) The running of the Club is principally financed by membership fees. Additional revenue may come from sponsorship, donations and revenue from advertising in ZIWC media. All expenses incurred on behalf of the Club must have the prior approval of the Board. All groups and committees of the Club will provide accounting to the Treasurer for inclusion in the monthly and annual accounts.
b) Liability: The Club will maintain liability insurance to insure against reasonable risks on behalf of its assets and its members participating in Club events.
c) The Treasurer's Financial Report will be presented at the AGM and published in the Newsletter after the AGM. This report will be reviewed by two examiners who were elected at the previous AGM, who are not Board members, and who may not serve for more than two consecutive years. These examiners will present their report at the AGM.
i) The financial year covers the period from 1st April to 31st March.
ii) The budget is to be clearly structured and presented to the AGM in an English format, showing the budget and results of the past financial year together with the budget for the coming year so that a side by side comparison of figures is possible.
iii) Budget over-spending and under-spending are to be accurately reported and not attributed to other categories.
iv) President's Fund: The budget will include a small fund, which the President may spend at her discretion in the exercise of the duties of her office.
ARTICLE 6: MEETINGS & VOTING
a) An Annual General Meeting will be held once a year, not more than five (5) weeks after the end of the financial year, the purpose of which is to:
I. Approve the minutes of the previous meeting
II. Read the President's report for the prior financial year
III. Read the financial report and approve the financial examiners’ report for the prior financial year
IV. Present the new officers of the Club previously approved by the membership under Article 8, whose term of office became effective on the 1st April of the current year
V. Appoint two financial examiners for the current year
VI. Establish and approve by vote the membership fees for the following year
VII. Present and approve by vote the budget for the current year proposed by the incoming Treasurer
VIII. Address items for which a vote is required, i.e., issues pertaining to the Club Constitution in addition to those listed in parts I-VII above. Proposals from the membership for items on which a vote is to be taken are to be submitted in writing to the Secretary for Board consideration at least six (6) weeks before the AGM.
IX. Address any other items of Club business, under which the membership may express their ideas. A call for other business will be made twice, once by the outgoing President for matters concerning the retiring Board and once by the incoming President for new matters.
b) Extraordinary General Meetings may be called at any time at the discretion of the Board or upon receipt by the Board of a petition signed by at least twenty percent (20%) of the regular membership, stating the reason for the requested Extraordinary Meeting.
c) Notices of General Meetings are to be sent to the membership at least five (5) weeks before the proposed date of the meeting. The Notice will include an agenda, and if a vote is to be taken on constitutional matters, the detailed proposals will be submitted to the members with the agenda.
d) Objections or observations regarding a Notice of General Meeting must be lodged in writing with the Secretary at least three (3) weeks before the date of the meeting.
i) All matters requiring vote of the members will be passed by simple majority (51%) vote of the total votes cast (including members’ Proxy votes), except for dissolution of the Club (see Art. 10). In the event of a tie, the President has an additional casting vote.
ii) Voting at the Annual General Meeting will be by those persons present or who have submitted a written Proxy (by post or by electronic means), to the Secretary at least one (1) week prior to the meeting. At the Annual General Meeting, the President will appoint counters at the beginning of the meeting to count the vote. Voting is by a show of hands, including proxy votes.
iii) Voting for all matters other than the Annual General Meeting items listed in Art. 6 a) I - VII may be by post and/or electronic means.
f) Communications with members, including notices of General Meetings, proposed Board member nominations, or special items for the attention of members, may be by post or by electronic means.
ARTICLE 7: THE BOARD
a) The Club is governed by an elected Board. The role of the Board is to:
i) Manage and represent the Club
ii) Ensure and enable the Club to fulfil its purpose as defined in Article 2
iii) Take fiscal responsibility for the Club’s revenues, expenditures, and assets
v) Protect the integrity of the Club
vi) Take action to ensure the longevity of the Club
vii) Deliver a range of core activities and services traditionally performed by the Club, the extent of which will depend on resources in any given year
viii) Ensure a smooth handover to the incoming Board. The Board assumes financial and operational responsibility with effect from the start of the Club year (1 April) until 31 March. However, the outgoing Board will provide operational assistance in the first month of office (April).
b) The Club will be governed by a Board sufficient in size and structure to deliver the above. The Board will be constituted with not more than thirteen (13) members, whose titles and general functions are described below for guidance only. Each Board will organize itself and assign Board position titles and responsibilities as it sees fit to accomplish the Club goals.
I. President, whose duties are to:
i) preside over the Club and Board meetings;
ii) manage the Board and member activities;
iii) overall responsibility for the budget;
iv) welcome new members;
v) participate in local, external activities to promote the Club in the community and internationally;
vi) see to the welfare of members;
vii) identify and engage members willing to actively participate on the Board or in running of Club activities;
vii) manage the operational and financial activities of the Board members.
II. Vice-President, whose duties are to:
i) assist the President and in her absence, perform her duties;
ii) responsibility for activities, finances and activities of the special committees listed in Article 7(h);
iii) coordinate annual Board Appreciation Event;
iv) deliver annual Club records to Zug city archive.
III. Treasurer, whose duties are to:
i) prepare, present and maintain the Club’s financial records, assets, and budget;
ii) operate the Club’s bank account in accordance with Article 6;
iii) coordinate collection of annual membership fees and other Club revenues;
iv) ensure the Club has adequate and up-to-date insurances.
IV. Secretary, whose duties are to:
i) handle on behalf of the Board both internal and external exchanges
ii) minute Board and General meetings;
iii) maintain the Club’s general records;
iv) coordinate the AGM.
V. Web Chairwoman, whose duties are to:
i) maintain an up-to-date Club website;
ii) oversee electronic communications with members;
iii) coordinate with the Newsletter Chairwoman.
VI. Newsletter Chairwoman, whose duties are to:
i) oversee production and distribution of monthly newsletter;
ii) coordinate with the Web Chairwoman.
VII. Annual Events Chairwoman whose duties are to:
i) coordinate annual and one-off events during the Club year, which include but are not limited to, seasonal events.
VIII. Monthly Events Chairwoman whose duties are to:
i) organize regular monthly events, which include, but are not limited to, monthly lunches, seasonal breakfast, and monthly excursions.
IX. Hospitality Chairwoman, whose duties are to:
i) oversee outreach events for greater personal contact between the Club and members;
ii) provide assistance to members adjusting to the local community and during periods of need;
iii) organize periodic social events approved by the Board to generate informal contact among members, which include, but are not limited to Stammtisches, contact and area coffees and seasonal evening.
X. Interest Groups Chairwoman, whose duties are to:
i) manage and coordinate existing interest groups,
ii) encourage the creation of new groups
iii) communicate and promote interest group activities to the membership
XI. Membership Chairwoman, whose duties are to:
i) make contact with prospective new members
ii) process new applications and inform Newsletter of new members
iii) coordinate the annual renewal of memberships and monitor payment of fees
iv) process cancellations and update the online directory
v) collate the annual Membership Directory in August
XII. Advertising Chairwoman, whose duties are to:
i) deal with all interested parties who wish to advertise in the Newsletter and renew contracts
ii) monitor monthly and annual payments made by advertisers
iii) follow up regularly with advertisers, ensuring satisfaction with the published advertisements.
vi) submit to the graphic designer and proof-read advertisements for publishing in the monthly Newsletter
XIII. Marketing Chairwoman, whose duties are to:
i) promote the club within the community by taking part in events, talking to businesses and local institutions
ii) keep a list of contacts updated
XVI. Board Members at Large:
Two members elected to provide general support and assistance to other Board members as needed or as requested by the Board, such as to fill temporary or permanent vacancies due to illness or attrition, and to assist other Board members during exceptionally busy times.
c) Board members are elected to office for a period of one Club year. At the end of that period, they will be eligible for re-election. No Board member, however, may serve on the Board for longer than four consecutive years. If any member of the Board is unable to complete her term of office, a replacement may be appointed, at the discretion of the Board, to complete the term of office.
d) A Board decision is valid if it is passed (a) by unanimous written consent of the Board without a meeting; or (b) by a majority of those at a Board meeting where a quorum of at least 51% of the entire Board is present. Attendance at Board meetings may be in person, by proxy held by another Board member, by telephone, or by other electronic means. In the event of a tie, the President has an additional casting vote. In the absence of the President, the Vice President assumes her voting rights including the casting vote in the event of a tie.
e) A maximum of two non-Board members of the Club may attend any Board meeting with one week’s notice to the Secretary. The decisions of the Board and minutes of every Board meeting are to be posted on the Club’s website in an area restricted to members only, within three weeks of the last meeting.
f) The Chairwomen may, and are encouraged to create committees and sub-committees sufficient to perform their activities. In the event of her absence, each Chairwoman will appoint a member of her committee or another Board Member to represent her and assume her responsibilities. If a temporary replacement is not appointed, the Board may do so at its discretion.
g) Committees and representatives focusing on ‘good works’ i.e. Special Projects, Frauenzentrale, Library and Open Door will work under the responsibility of the Vice President and financials connected with these will fall under the authority of the Board.
ARTICLE 8: ELECTION OF BOARD MEMBERS
a) The Board will appoint a Nominating Committee consisting of two current Board members and one or more other Club member, none of whom are eligible for election or re-election to office for the coming year. One member of the Nominating Committee will be named by the Board to be Nominating Committee Chairwoman. The Nominating Committee is responsible for the entire voting procedure regarding the incoming Board.
b) The Nominating Committee will be announced to the membership by the 30th November each year, at which time the Committee will invite nominations from the membership for suitable candidates and will accept volunteers of members willing to serve. The closing date for these nominations is the 31st January.
c) The proposed new Board will be presented in the NL together with the AGM Details and Agenda. Any objections to the proposed new board have to be submitted at least two (2) weeks before the AGM. The proposed new Board will be voted in at the AGM by a simple majority. In case of a tied vote the outgoing president will cast the deciding vote.
ARTICLE 9: DISSOLUTION OF THE CLUB
The Club may be dissolved by a two-thirds majority vote of members present at an Annual General Meeting or an Extraordinary Meeting called for that purpose. In the event of the dissolution of the Club, any balance of the Club's funds remaining after settlement of the Club's liabilities will be given to one or several charities designated by the General Meeting at which the dissolution of the Club is resolved.
ARTICLE 10: MISCELLANEOUS
In respect of all matters not expressly regulated by the present Constitution, the relevant provisions of the Swiss Civil Code apply.
ARTICLE 11: AMENDMENTS
Suggestions for changes and amendments to this Constitution must be made in writing to the Secretary in time for consideration by the Board and will be voted upon at either an Annual General Meeting or an Extraordinary Meeting called by the Board for that purpose after due notice has been given to all members.
*(Supersedes all previous Constitutions)