The Federation of Women S Institutes CIO

The Federation of Women S Institutes CIO

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Constitution

of

The Federation of Women’s Institutes CIO

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The Federation of Women’s Institutes CIO

Table of Contents

1.Name

2.National location of principal office

3.Objects

4.Powers

5.Application of income and property

6.Benefits and payments to Trustees and Connected Persons

7.Liability of Members to contribute to the assets of the Federation if it is wound up

8.Membership of the Federation

9.Members’ decisions

10.General meetings of Members

11.Trustees

12.Appointment and automatic retirement of Trustees

13.Disqualification, retirement and removal of Trustees

14.Officers

15.Taking of decisions by Trustees

16.Meetings and proceedings of Trustees

17.Unanimous decisions without a meeting

18.Trustee interests and management of conflicts of interest

19.Trustees may delegate

20.Validity of Trustee actions

21.Irregularities

22.Execution of documents

23.Keeping of Registers

24.Minutes

25.Accounting records, accounts, annual reports and returns, register maintenance

26.Bye-Laws

27.Membership of the National Federation

28.Disputes

29.Communications

30.Amendment of constitution

31.Amalgamation

32.Voluntary winding up or dissolution

33.Interpretation

The Federation of Women’s InstitutesCIO

Constitution of a Charitable Incorporated Organisation with voting members other than its Trustees

(‘Association’ Constitution)

Date of constitution (last amended)

…………………………………………………………………………

  1. Name

The name of the charitable incorporated organisation (“the Federation”) isThe Federation of Women’s InstitutesCIO.

  1. National location of principal office

The Federation must have a principal office in England or Wales. The principal office of the Federation is in England.

  1. Objects
  2. The objects of the Federation are to further the purposes of the Women’s Institute movement in [insert name of County] and elsewhere.
  3. The main purposes of the Women’s Institute organisation are:

(a)to advance the education of women and girls for the public benefit in all areas including (without limitation):

  1. local, national and international issues of political and social importance;
  2. music, drama and other cultural subjects; and
  3. all branches of agriculture, crafts, home economics, science, health and social welfare;

(b)to promote sustainable development for the public benefit by:

  1. educating people in the preservation, conservation and protection of the environment and the prudent use of natural resources; and
  2. promoting sustainable means of achieving economic growth and regeneration;

(c)to advance health for the public benefit; and

(d)to advance citizenship for the public benefit by the promotion of civic responsibility and volunteering.

3.3In clause3.2“sustainable development” means development which meets the needs of the present generation without compromising the ability of future generations to meet their needs.

3.4The Women’s Institute organisation seeks to give women the opportunity of working together through the Women’s Institute organisation in their communities, of developing their capacity and skills, and of putting into practice those ideals for which the Women’s Institute organisation stands.

  1. Powers

The Federation has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, but without limitation, the Federation has power to:

4.1form and advise Women’s Institutes in the Federation according to the rules and regulations laid down by the National Federation;

4.2co-ordinate and assist the work of Women’s Institutes in the Federation;

4.3establish a link of mutual helpfulness between Women’s Institutes in the Federation;

4.4receive and consider reports from Women’s Institutes in the Federation;

4.5make reports and suggestions from time to time to the National Federation on issues affecting Women’s Institutes;

4.6promote international understanding among women and girls interested in any aspect of the values and purposes of the Women’s Institute organisation;

4.7organise conferences, courses of instruction, exhibitions, lectures and other educational activities;

4.8publish and distribute books, pamphlets, reports, leaflets, journals, films, tapes and instructional matter in any medium;

4.9alone or with other organisations seek to influence public opinion and make representations to and seek to influence governmental and other bodies and institutions (both nationally and internationally) regarding the reform, development and implementation of appropriate policies, legislation and regulations, provided that all such activities shall be confined to those which a charity governed by the law of England and Wales may properly undertake;

4.10raise funds by way of subscription, donation or otherwise, provided that the Federation may not undertake any substantial permanent trading activities in raising funds;

4.11make regulations for any property of the Federation;

4.12borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed (the Federation must comply as appropriate with the Charities Act 2011 if it wishes to mortgage land);

4.13buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

4.14sell, lease or otherwise dispose of all or any part of the property belonging to the Federation(in exercising this power, the Federation must comply as appropriate with the Charities Act 2011);

4.15employ and remunerate such staff as are necessary for carrying out the work of the Federation (the Federation may employ or remunerate a Trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to Trustees and Connected Persons) and provided it complies with the conditions of that clause);

4.16deposit funds and invest funds not immediately required for the Federation’s objectsin or upon such investments, securities or other property as the Trustees think fit;

4.17employ a professional fund-manager, and arrange for the investments or other property of the Federation to be held in the name of a nominee, in such manner as the Trustees think fit;

4.18trade in the course of carrying out the objects of the Federation(including making any reasonable charges for any services) or as an ancillary activity to carrying out the objects and to incorporate any wholly owned company to carry on any such trade;

4.19impose restrictions, which may be revocable or irrevocable, on the use of any property of the Federation;

4.20make reasonable provision for the payment of pensions and superannuation to or on behalf of employees and their spouses and other dependants;

4.21establish and support other charitable organisations and subscribe, lend or guarantee money for charitable purposes connected with the charitable purposes of the Federation;

4.22undertake and execute any charitable trusts which may lawfully be undertaken;

4.23lend money and give credit to, take security for such loans or credit and guarantee or give security for the performance of contracts by any person or company as may be necessary or convenient for the work of the Federation;

4.24operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;

4.25amalgamate, merge or join in or with any charity having charitable objects wholly or in part similar to those of the Federation;

4.26insure the property of the Federation against any foreseeable risk and take out any other insurance policies as are considered necessary by the Trustees to protect the Federation;

4.27provide indemnity insurance for the Trustees in accordance with, and subject to the conditions in, Section 189 of the Charities Act 2011;

4.28acquire or undertake all or any of the property, liabilities and engagements of charities with which the Federation may co-operate; and

4.29do all such other lawful things as may further the objects.

  1. Application of income and property
  2. The income and property of the Federation must be applied solely towards the promotion of its objects.
  3. None of the income or property of the Federation may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Member of the Federation. This shall not prevent the Federation from supporting and benefiting Women’s Institutes in furtherance of its objects, and this shall not prevent any payment in good faith by the Federation of:
  4. reasonable and proper remuneration to any Member (not being a Trustee nor any Connected Person) for any services supplied to the Federation;
  5. interest at a reasonable and proper rate on money lent by any Member to the Federation;
  6. any reasonable and proper rent for premises let by any Member to the Federation;
  7. any payments made to any Member in his, her or its capacity as a beneficiary of the Federation; and
  8. any payments to a Member who is also a Trustee or a Connected Person which are permitted under clause 6 (Benefits and payments to Trustees and Connected Persons).
  9. Benefits and payments to Trustees and Connected Persons
  10. No Trustee or Connected Person may:
  11. sell goods, services, or any interest in land to the Federation;
  12. be employed by, or receive any remuneration from, the Federation; and/or
  13. receive any other financial benefit from the Federation,

unless:

(a)the payment or benefit is permitted by clause 6.2 or authorised by the court or the Charity Commission; and

(b)theTrustee concerned (including, in the case of a Connected Person, the Trustee to whom the Connected Person is connected) has complied with clause18.

6.2A Trustee or Connected Person may receive the following benefits from the Federation:

6.2.1A Trustee or Connected Person may receive a benefit from the Federation as a beneficiary of the Federation.

6.2.2A Trustee or Connected Person may receive interest on money lent to the Federation at a reasonable and proper rate.

6.2.3A Trustee or Connected Person may receive reasonable and proper rent for premises let by the Trustee or Connected Person to the Federation.

6.2.4A Trustee is entitled to be reimbursed from the property of the Federation or may pay out of such property reasonable expenses and allowances for additional expenses properly incurred byher when acting on behalf of the Federation.

6.2.5A Trustee may benefit from trustee indemnity insurance cover purchased at the Federation’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011 and the Federation may pay reasonable and proper premiums in respect of indemnity insurance effected in accordance with clause 4.27.

  1. Liability of Members to contribute to the assets of the Federation if it is wound up
  2. If the Federation is wound up, each Member of the Federation is liable to contribute to the assets of the Federation such amount (but not more than £1) as may be required for payment of the debts and liabilities of the Federation contracted before that person ceases to be a Member, for payment of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributing Members among themselves.
  3. In clause 7.1 “Member” includes any person who was a member of the Federation within 12 months before the commencement of the winding up.
  4. But subject to that, the Members of the Federation have no liability to contribute to its assets if it is wound up, and accordingly have no personal responsibility for the settlement of its debts and liabilities beyond the amount that they are liable to contribute.
  5. Membership of the Federation
  6. The Members of the Federation shall consist of:
  7. the Delegates appointed in accordance with clause 8.2below; and
  8. the Trustees.
  9. Each Women’s Institute in the Federation shall appoint an equal number of Delegates (the number being determined from time to time by the Council) to apply to be its Members of the Federation and to represent the Women’s Institute.
  10. The names of the Delegates, the names of the Women’s Institute and the fact that they are its representatives shall be entered in the register of members.
  11. Any Women’s Institute may replace a Delegate by notice in writing to the Federation without it being necessary for the Delegate to give notice to the Federation of her resignation. Replacement takes effect when the notice from the Women’s Institute is received at the principal office or by the Secretary (whichever is earlier).
  12. A Women’s Institute in the Federation may, with the approval of the National Federation given in accordance with the WI Constitution, withdraw its Delegates from the Federation in order to appoint Delegates to a neighbouring Federation of easier access and a Women’s Institute outside the Federation may similarly appoint Delegates to the Federation.

Subscriptions

8.4The Federation shalllevy subscriptions from Women’s Institutes in the Federation at such ratesand at such times as the National Federation may determine in accordance with the Articles of Association of the National Federation.

Termination of membership

8.5The membership of a Delegate and the right of a Women’s Institute to appoint a Delegate terminates if the Women’s Institute is closed or suspended in accordance with the WI Constitution but if a suspended Women’s Institute is revived so is its right to appoint a Delegate.

8.6The membership of a Trustee terminates on her ceasing to be a Trustee.

Duty of Members

8.7Each Member of the Federation must exercise the powers which they have in their capacity as Member in the way that they decide, in good faith, would be most likely to further the objects of the Federation.

  1. Members’ decisions

Council

9.1The Members of the Federation are known as the Council. Meetings of the Council are the equivalent of general meetings of the Federation.

Members’ decisions and conflicts of interest

9.2A Trustee who would benefit personally, whether directly or indirectly, from a transaction or arrangement into which the Federation proposes to enter must not take part in any decision of the Members whether or not to enter into that transaction or arrangement.

9.3Clause 9.2does not apply where the transaction or arrangement proposed to be entered into by the Federation cannot reasonably be regarded as likely to give rise to a conflict of interest.

  1. General meetings of Members

Taking decisions at a meeting

10.1Any decision of the Members of the Federation may be taken by means of a resolution at a general meeting.

10.2Unless clause 10.3 applies, such a resolution must be passed by a simple majority of those Members voting at the meeting.

10.3The following resolutions must be passed by a 75% majority of those Members voting at the meeting:

10.3.1any decision to amend the name of or the constitution of the Federation;

10.3.2any decision to amalgamate the Federation with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or

10.3.3any decision to wind up the Federation voluntarily or dissolve the Federation.

Annual General Meeting

10.4There must be an annual general meeting of the Members of the Federation.

10.5The first Annual General Meeting must be held within 18 months of the registration of the Federation, and subsequent Annual General Meetings must be held at least once in every calendar year at intervals of not more than 15 months.

10.6The Board of Trustees shall decide where and when an Annual General Meeting will be held.

10.7The Annual General Meetingshall receive the annual statement of accounts (duly audited or examined where applicable) and the trustees' annual report.

Calling general meetings of Members

10.8The Trustees must call the Annual General Meeting in accordance with clause 10.5.

10.9TheTrustees may call any other general meeting of the Members at any time.

10.10The Trustees must, within 21 days, call a general meeting of the Members if they receive a request to do so in accordance with the Schedule to this constitution.

10.11If the Trustees fail to comply with the obligation to call a general meeting at the request of the Members under clause 10.10, then the Members who requested the meeting may themselves call a general meeting.

10.11.1A general meeting called in this way must be held not more than three months after the date when the Members first requested the meeting.

10.11.2The Federation must reimburse any reasonable expenses incurred by the Members in calling a general meeting by reason of the failure of the Trustees to duly call the meeting, but the Federation shall be entitled to be indemnified in relation to such expenses by the Trustees who were responsible for the failure.

Notice of general meetings of Members

10.12At least 14 Clear Days’ notice of a general meeting of the Members of the Federation must be given to all of the Members of the Federation and to any Trustee of the Federationwho is not a Member of the Federation.

10.13If not less than 90% of all of the Members of the Federation who are entitled to vote at the meeting agree, any resolution may be proposed and passed at the meeting even though the requirements of clause 10.12 have not been met.

10.14The notice of any general meeting must:

10.14.1state the place, date and time and date of the meeting;

10.14.2give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting;

10.14.3if the meeting is the Annual General Meeting, identify the meeting as such;and

10.14.4if a proposal to pass a special resolution, including, but not limited to alter the constitution of the Federation, is to be considered at the meeting, include the text of the precise wording of the special resolution and, in the case of altering the constitution, the proposed alteration; and

10.14.5if the meeting is the Annual General Meeting, be accompanied by the annual statement of accounts and the Trustees’ annual reportand details of persons standing for election or re-election as Trustee, or where allowed under clause 29, details of where the relevant documents and information may be found on the Federation’s website.

10.15Clause 29 (Communications)shall apply when determining when notice of a general meeting is received.

10.16The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice will not invalidate the proceedings at the meeting.

Submission of resolutions

10.17Women’s Institutes in the Federation, the Board or Trustees or individual Trustees may submit resolutions in accordance with any Bye Laws of the Federation.

Quorum for general meetings

10.18No business (other than the appointment of the chairman of the meeting) may be transacted at a general meeting unless a quorum is present.

10.19A quorum shall be present when one fifth of the Delegates and Trustees are present.

10.20If a quorum is not present within half an hour from the time appointed for the meeting:

10.20.1if the meeting was called by the Board of Trustees it must be adjourned to such day, time and place as the Board of Trustees may decide;

10.20.2if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting those Members present and entitled to vote shall be a quorum;

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