ARTICLE 1. NAME, PURPOSE AND ACTIVITIES

Transcription

1 BY-LAWS PEOPLE TO PEOPLE EUROPE JANUARY 2014 Section 1. Name. ARTICLE 1. NAME, PURPOSE AND ACTIVITIES The name of the organisation is PEOPLE TO PEOPLE EUROPE (PTPE), which denotes the affiliated European Organisation of PEOPLE TO PEOPLE INTERNATIONAL (PTPI). PTPI is a nongovernmental, non-confessional, non political and non-profit organisation, organised and incorporated under the statutes of the State of Missouri in November 1961, whose international headquarters is located at 911 Main Street, Suite 2110, Kansas City, Missouri 64105, USA. Section 2. Purpose. The purpose of PEOPLE TO PEOPLE EUROPE (PTPE) is to function as a supranational organisation for Europe and in conformity with the purpose of People to People International (PTPI), to enhance international understanding and friendship through educational, cultural and humanitarian activities, which will promote understanding and goodwill among people of all ages and all nations. Section 3. Activities To achieve the goal of international understanding, People to People Europe (PTPE), in close co-operation with PEOPLE TO PEOPLE INTERNATIONAL (PTPI), is fostering contacts and communication between the existing local chapters and national organisations in Europe and establishes new European local chapters as well as national organizations as appropriate. ARTICLE 2. ADMINISTRATIVE AND FINANCIAL ARRANGEMENTS Section 1. Administrative Staff and Office PTPI may from time to time: appoint and employ a member of staff to act as Manager of European Operations (MEO) designate and finance an administrative office at a convenient location in Europe where the MEO shall be based. The MEO shall be operationally responsible to an officer at PTPI Head Quarters (HQ) designated by the Chief Executive Officer (CEO). He/she will receive day to day directions from the European Executive Committee (EEC) of PTPE, primarily from the Regional Chair (RC) and he/she shall serve as an Associate Member in the EEC. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

2 Section 2. Financial Duties Financial administrative duties shall be the responsibility of the voluntary Treasurer (TRES) who may be assisted by members of the EEC or the MEO as required. Section 3. Additional Office An additional office for special assignments may be established by the EEC with the approval of the European Representative Board (ERB). Section 1. European Membership ARTICLE 3. MEMBERSHIP Chapters in any European country shall be entitled to membership under article 1-3. Chapters in nearby Non-European countries may be accepted for membership at an Annual Meeting (AM). A national organisation for a country may be formed under the guidance of the EEC and with the agreement of all the chapters concerned. The chapters remain the international members of PTPI and PTPE. Section 2. Membership Status of Chapters The status of local chapters shall be reviewed from time to time by the EEC in cooperation with PTPI. Where a chapter ceases to be active or is more than a year in arrears with dues, the EEC may recommend termination under the International By-laws. Section 3. Membership Status - General All persons, groups or organisations declaring interest in and support for the purpose of PTPI may on application and payment of appropriate dues become International Members (IM) and be encouraged to join or form a chapter within PTPE. Section 1. Regular Meetings ARTICLE 4. MEMBERSHIP MEETINGS A regular AM of PTPE, open to all members of constituent national organisations and chapters, shall be held at a time and place agreed upon at the previous annual meeting. The "Fixed Agenda"(FA) is in ANNEX 1 to these By-laws of PTPE. Section 2. Summons and Agenda for the Annual Meeting (AM) The RC shall call the AM at least two months in advance and attach the proposed agenda. All chapters and all national organisations must be informed. Section 3. Special Meetings Special meetings of the ERB may be called at any time by a majority vote of the EEC or the ERB. Section 4. Resolutions and Recommendations Representatives (REP) in attendance at a meeting may pass resolutions and/or make recommendations upon any matter determined to be in the interests of members and the pur- PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

3 pose of PTPE, provided that no such resolution or recommendation conflicts with these Bylaws of PTPE, the By-laws of PTPI or the Articles of Incorporation (AOI). Section 1. Number ARTICLE 5. EUROPEAN REPRESENTATIVE BOARD (ERB) PTPE shall have a Board consisting of one Representative (REP) of each chapter in good standing provided that no country or national organisation shall have more than three (3) REPs in total. Each REP must be a dues paying member of PTPE at the time of the nomination or shall become such a member upon election and appointment. Section 2. Term of the Representatives (REP) Each chapter or each national organisation shall nominate, elect and appoint their REPs for the term of office as set out in their national or chapter By-laws and/or as decided at their chapter or national AM. Section 3. Power The ERB shall have full authority, subject to relevant European law and the AOI and the Bylaws of PTPI and PTPE, to supervise, control, direct and manage the property, affairs and activities of PTPE, to determine its policies, to do any and all lawful things for and on behalf of PTPE and to seek the effectuation of its objectives and purposes. Section 4. Attendance Chapters or national organisations are expected to be represented at all AMs. If a REP cannot attend a meeting, he or she shall notify the RC in writing in advance. When any REP has failed to attend two (2) consecutive AMs without advanced written notice, the RC shall notify the respective chapter or national organisation and request them to reconsider their representation. Section 5. Officers of the European Executive Committee (EEC) The ERB shall have an Executive Committee (EEC) composed of five (5) officers: The Regional Chair (RC) who shall preside at all meetings of PTPE and the EEC and perform such duties as in these PTPE By-laws and as may be directed by the ERB. In the absence or the inability of the RC, a Temporary Vice President (TVP) shall be elected from among the officers of the EEC to preside at such meetings. The RC should be a member of the International Board of Trustees. Upon election as Regional Chair (RC), that individual will also serve as PTPE s official representative to the Board of Trustees and will serve as one of the presiding members during the Annual Board of Trustees Meeting of People to People International. This person will stay in this position for so long as they are in that position with a maximum term limit of two two-year terms. The Secretary (SECR) who shall be responsible for keeping minutes of each meeting and forwarding copies of them to all Officers, all chapters and national organisations. The SECR shall perform all other duties incidental to his/her office that are properly required of him/her by the EEC and the ERB. The Treasurer (TRES) shall: maintain up-to-date information on the financial condition of PTPE be responsible for collection of membership dues PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

4 make regular full and accurate financial reports of all financial transactions to the membership and at such other times as required of him/her by the EEC and the ERB. The Public Relations Officer (PRO) shall develop and co-ordinate all PR-activities within PTPE through continuous and regular contacts with all chapters and national organisations. The PRO shall be responsible for all PTPE publications, in print and in video and in electronics including the PTPE Internet WebPages, for their continuous updates and adaptations to the needs and requirements of the membership and for the distribution. The Youth Co-ordination Officer (YCO) shall be and act as Chairman of the Youth Committee and it's activities. The YCO shall initiate and co-ordinate youth events and he/she shall perform such duties as are required of him/her by the EEC and the ERB. Section 6. Duties of the European Executive Committee (EEC) The EEC shall perform the following services for the European organisations: A. Conduct international publicity programmes and assist in local publicity programmes. B. Publish a Newsletter for all members containing information of national and international interest. Also, special organisational hints and chapter announcements shall be listed when new materials are published. C. Provide leadership, advice and organisational assistance. D. Provide speakers or representatives for special programmes, when available. E. Involve the chapters in Homestays meaning hosting foreign PTP travel groups and individuals whenever possible. F. Organise the AM and execute the Business as determined by the ERB, with or without the assistance of specially created standing or ad hoc committees. Seeking close co-operation with a national organisation or chapter is highly recommended. Section 7. Term of Officers The officers shall be elected at an AM for a term of two (2) years or until their successors shall be elected and take office. All office bearers should not stand for re-election in the same year. An officer shall serve no more than two consecutive two (2)-year terms. Section 8. Procedure for Election of Officers When a post becomes unexpectedly vacant or at least two months before expiry of a normal term, the SECR shall inform chapter and national presidents, supply them with nomination forms and request nominations. Any member may stand for election for any post by completing and signing a nomination form acquiring the signatures of two other members in support returning the form to the SECR within three weeks from the date the vacancy was notified. Any contested election shall be conducted by voting cards or secret ballot at the next AM or PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

5 if no AM is due for three months or longer, by postal ballot through chapter or national presidents. In either case the SECR will prepare and issue ballot paper and arrange a count by two (2) independent vote counters. Section 9. Composition of the European Executive Committee (EEC) The composition of the EEC shall reflect as much as possible the geographic areas where PTPE is active. Nominees to offices must be members of PTPE in good standing and should preferably have some knowledge and experience in the working of a chapter. Section 10. Meeting of the European Executive Committee (EEC) Apart from the AM the EEC may hold special meetings upon call by the RC or by any three (3) members of the EEC in order to plan and execute the business as determined by these PTPE By-laws and the ERB. Section 11. Ability of Officers Officers of the EEC shall be able to travel within Europe in order to attend all Annual and EEC meetings and preferably also be able to attend the Biennial World Conferences of PTPI. The EEC may from time to time present proposals to the ERB at the AM for reimbursing part or all of the expenses incurred by officers in attending such meetings. Financial and other support of officers by their local chapters and national organisations is desirable and much encouraged. Section 12. Resignation Any officer may resign by giving written notice to the RC or to the SECR of PTPE. Section 13. Youth Committee (YC) The ERB shall appoint a Youth Committee, which shall have members from the affiliated chapters or national organisations. The YC shall advise the YCO on means to increase the involvement of youth and develop activities for younger members (12-18 year olds). Section 14. Other Committees The ERB shall create and supervise such other standing or ad hoc committees as it finds necessary or desirable to assist it in performing and carrying on any and all activities, assigning them their functions and duties. Such committee members shall be members of PTPE. The Chairpersons of such committees shall be members of the ERB. The ERB may remove any member including the chairperson, but good reason must be stated. Section 15. Conflict of Interest No person shall be eligible to serve on the ERB or as an officer in the EEC who would profit by any business transaction or otherwise cause any conflict of interest with PTPE and PTPI. Section 1. Voting procedures ARTICLE 6. VOTING PROCEDURES AND CONDUCT OF MEETINGS Each REP present shall have one (1) vote and shall vote only in person. At elections voting shall be by show of voting cards unless five or more REPs present request a secret ballot; only then voting shall be by secret ballot. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

6 Section 2. Conduct of Meetings All meetings shall follow a Fixed Agenda (FA) as in ANNEX 1 to these PTPE By-laws, and shall be governed by these By-laws where applicable and otherwise by parliamentary procedure as understood by the Chair at the time. Section 3. Language All meetings shall be conducted in English. Section 4. Quorum At all meetings of PTPE, the ERB with voting rights present shall constitute a quorum for the transaction of business. Section 5. Act of the Membership The act of a majority of the ERB present at the AM at which there is a quorum shall be the act of the membership, except for amendments of these PTPE By-laws and abrogation of PTPE. Section 1. Rate ARTICLE 7. FINANCES The rate of per capita dues payable to PTPE shall be determined at a regular AM. Section 2. Date of Payment Dues shall become payable on October 1 for Student and University chapters and January 1 for Community chapters, subject to a maximum of one thousand (1000) paying members for any one country. Section 3. Spending Except for the repayment of reasonable out of pocket expenses the assets or income of PTPE or of any affiliated chapter and national organisation shall in no event inure to the personal financial benefit of any member or officer but shall be devoted exclusively to the purpose set forth in these PTPE By-laws. The ERB shall determine all matters effecting the income and expenses of the European organisations and set priorities. Section 4. Auditors The ERB shall appoint one (1) or two (2) Auditor(s) for each financial year to report periodically as appropriate to the ERB on the financial condition of PTPE. Section 5. Financial Report The TRES shall present for members' approval at the AM: Financial accounts of the previous year (summarised balance sheet) A budget for the present or forthcoming year. Section 6. Fees for homestays Maximum fees for homestays chargeable by European chapters shall be determined at the AM or at such other time as required and should be uniform throughout Europe. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

7 SECTION 7. CURRENCY As of 1 June 2002 all fees and charges as well as all financial accounts and records shall be denominated and presented in EURO. Section 1. Members ARTICLE 8. NATIONAL ORGANISATIONS AND CHAPTERS A local chapter shall have at least ten members and national organisation shall have at least 30 members. Section 2. Officers Every chapter and every national organisation shall have at least a President (PRES), a Secretary (SECR) and a Treasurer (TRES). Where possible and appropriate there should as well be a Public Relations Officer (PRO), a Youth Co-ordination Officer (YCO) and a Homestay Coordination Officer (HCO). Section 3. Meetings All chapters and all national organisations shall hold at least one (1) AM at which the following shall be presented to the members for approval: 1. A report of activities, past and present and future 2. Financial accounts of the previous year 3. A budget for the present or forthcoming year. Section 4. Elections All chapters and national organisations shall hold periodic elections to appoint the officers in accordance with these PTPE By-laws. Section 5. Annual Report All chapters and national organisations shall present an Annual Activity Report (AAR) at the AM of PTPE. Section 6. Representation Each chapter within PTPE has the right to appoint one REP for the ERB of PTPE provided that no national organisation or country shall have more than three (3) REPs in total. When more than three (3) chapters of a country without a national organisation are represented at the PTPE AM, the delegates shall determine in caucus and prior to the meeting how their three votes are to be allocated. Section 7. Communication All official correspondence shall be conducted via national headquarters in countries with a national organisation, otherwise via the chapter presidents. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

8 ARTICLE 9. COMMUNITY, NATIONAL AND INTERNATIONAL AFFAIRS Section 1. The general welfare of the community, the nation and the world is of concern to the members of PTPI including PTPE. It shall not however express an opinion on any controversial public measure. Section 2. PTPE shall neither adopt nor circulate resolutions or views, nor take corporate action, referring to the world affairs or international policies of a political or religious nature. Section 3. PTPE shall not direct appeals, or circulate letters, speeches, or proposed plans for the solution for specific international problems of a political and religious nature. Section 1. ARTICLE 10. AMENDMENTS Amendments to these PTPE By-laws may be proposed only by chapters or national organisations in current membership. Such amendments should not conflict with these PTPI By-laws or Articles of Incorporation of PTPI. Section 2. Any proposal for an amendment shall be delivered at least two (2) months prior to the AM to the RC, who shall send a copy thereof to all national organisations, all chapters in countries with no national organisation, at least one (1) month before the meeting at which the proposal will be considered. Section 3. Any amendment or repeal of any part of these PTPE By-laws requires a two-thirds (2/3) majority of those voting in person at an AM for which an agenda including the proposal has been notified in accordance with Article 10, Section 2 above and with due observance of Article 6, Section 5 (Quorum). Section 1. ARTICLE 11. ABROGATION An abrogation of People to People Europe (PTPE) or termination of its activities is only possible by a unanimous decision of the European Representative Board (ERB) at the Annual Meeting (AM) with due observance of Article 6, Section 5 (Quorum). Section 2. In case of abrogation of PTPE its financial and other assets shall be transferred to PTPI if it is in existence, otherwise the EEC shall transfer the assets to such other non-profit organisation as it shall determine. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

9 Section 1. Affiliations ARTICLE 12. AFFILIATIONS AND LIABILITY An established organisation or voluntary organisation, association or committee with the same purpose and objectives as those of PTPE may be considered affiliated by the ERB at an AM. Section 2. Liability PTPE may incur debt or legal obligation only by a resolution of the ERB at an AM. No member, chapter, national organisation or affiliated organisation shall have the power to bind PTPE or PTPI contractually, nor to incur any debt or legal obligation binding upon the organisations and PTPE or PTPI shall in no way be responsible for any acts of omission or commission of such entities or their Officers, Representatives, Agents or Employees. Section 1. ARTICLE 13. FINAL DETERMINATIONS These PTPE By-laws shall replace all previous European By-laws and shall become effective immediately after approval by the ERB at an AM. Section 2. These PTPE By-laws shall remain in full force and effect until amended by the ERB. Section 3. Amendment of the By-laws of PTPE, affecting the governing body of the organisation or its structure shall be the cause of new elections of the EEC, immediately after approval by the ERB of said amendment revision. Section 4. The current version and any subsequent amendment of these PTPE By-laws shall be sent for information and comment to the chairman of the By-laws committee of PTPI. APPENDIX ANNEX 1: Fixed Agenda ANNEX 2: Abbreviation Index and Terminology ANNEX 3: Organisational Structure PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

10 ANNEX 1 TO THE BY-LAWS OF PEOPLE TO PEOPLE EUROPE (PTPE) Fixed Agenda (FA) The agenda of each meeting of PEOPLE TO PEOPLE EUROPE (PTPE) shall always comprise the following items: 1. Opening the meeting by the Chair: Regional Chair (RC) or Temporary Vice President (TVP). 2. Enumeration of participants. 3. Allocation of national votes. 4. Designation of a parliamentarian to advise the Chair. 5. Minutes of the previous meeting by the Secretary (SECR). 6. Remarks - Matters arising - Approval of Minutes. 7. Unfinished business. 8. Proposals from the floor (for items of new business to be considered in item 10 I below). 9. Elections, if any. 10. New business with amongst others: A. Report European organisation by the Regional Chair (RC). B. Report financial condition by the Treasurer (TRES). C. Report Auditors. D. Report Public Relations Officer (PRO). E. Report Youth Co-Ordination Officer (YCO). F. Reports from representatives (REPs) of national organisations and chapters. G. Resolutions/recommendations. H. Items raised by national organisations and chapters. I. Business accepted as proposed under item 8 above. J. Any other business. 11. Remarks - Questions or Comments by permission of the Chair. 12. Place and date of next meeting. 13. Adjournment / Closure of meeting. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

11 ANNEX 2 TO THE BY-LAWS OF PEOPLE TO PEOPLE EUROPE (PTPE) ABBREVIATION INDEX AND TERMINOLOGY This Index shall enhance common understanding and interpretations: AAR: Annual Activity Report = Reporting the activities during a chapter year AM: Annual Meeting = The main meeting of any organisation AOI: Article Of Incorporation = Organisation rules by law CEO: Chief Executive Officer = Officer with executive decision power EEC: European Executive Committee = Volunteers elected as officers of PTPE ERB: European Representative Board = REPs of chapters/national organisations FA: Fixed Agenda = Agenda for AM as set in Annex 1 of the By-laws HQ: Head Quarters = Principal and main office of an organisation or company HCO: Homestay Co-ordination Officer = in charge of arranging homestays IM: International Member = Member of PTPI MEO: Manager of European Operations = PTPI staff member in charge of Europe PRES: PRESident = Head officer PRO: Public Relations Officer = Officer in charge of publicity and advertising PTP: People To People = Principle name of the organisation PTPE: People To People Europe = European organisation of PTPI PTPI: People To People International = World-wide organisation of PTP RC: Regional Chair = Head officer REP: REPresentative = PTP member representing his/her chapter/nat.organisation SECR: SECRetary = Officer in charge of documenting TRES: TREaSurer = Officer in charge of finances YC: Youth Committee = Members dedicated to the Youth (12-18 year olds) YCO: Youth Co-ordination Officer = Officer in charge of youth affairs ANNEX 3 TO THE BY_LAWS OF PEOPLE TO PEOPLE EUROPE (PTPE) Organisational Structure European Representative Board (ERB) European Executive Committee (EEC) Chapters or National Organisations Members PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY

12 Date Article Change May 1995 May 2002 Initial Bylaws General review ANNEX 3 CHANGES MADE TO PTPE BYLAWS June 2009 Article 1 Section 1 Name Changed the address of World Headquarters to the correct one. Article 1 - Section 2 Purpose Article 6 - Section 4 Quorum Article 7 - Section 2 Date of Payment Article 8 - Section 1 Members added humanitarian changed the minimum requirement for a quorum changed to January 1 for Community chapters and October 1 for Student- and University chapters) changed the minimum number of chapter members to ten May 2010 Article 2 section 1 Changed the word President for Regional Chair Jan 2014 Article 4 section 2 Article 5 section 5 Article 5 section 10 Article 5 section 12 Article 10 section 2 Fixed Agenda item 1 & 10A Article 5 section 5 New logo/font Added: The RC should be a member of the International Board of Trustees. Upon election as Regional Chair (RC), that individual will also serve as PTPE s official representative to the Board of Trustees and will serve as one of the presiding members during the Annual Board of Trustees Meeting of People to People International. This person will stay in this position for so long as they are in that position with a maximum term limit of two two-year terms. PEOPLE TO PEOPLE EUROPE BYLAWS JANUARY