CLUB CONSTITUTION SOROPTIMIST INTERNATIONAL GREAT BRITAIN AND IRELAND (SIGBI) LIMITED Soroptimist International Great Britain and Ireland (SIGBI) Limited is bound by the Constitution of Soroptimist International (SI) For the purpose of this document, references to Soroptimist International Great Britain and Ireland (SIGBI) Limited and Soroptimist International may be written as SIGBI and SI only. 1
TABLE OF CONTENTS Page Clause Topic 5 1. Clubs 5 1.1 Name of the Club 5 1.2 Club formed in accordance with the Constitution of Soroptimist International (SI) 5 1.3 SIGBI Club 5 1.4 Service Club for Women 5 1.5 Purposes of a Club 5 1.6 Club Byelaws 5 2. Objects of SI 5 2.1 Objects of SI 5 3. Membership 5 3.1 Membership of SIGBI 5 3.2 Membership of a Club 5 3.3 Honorary Life Membership 5 3.4 Honorary Membership 5 3.5 Linked Membership 5 4. Attendance at Meetings 5 4.1 Attendance Requirements 6 5. Subscription Fees 6 5.1 Annual Subscription Fees 6 5.2 Payment of Subscription Fees for Honorary Life Members 6 5.3 Payment of Subscription Fees on Leave of Absence 5.4 Failure to Pay Annual Subscription Fees 6 6. Soroptimist Emblem 6 6.1 SI Constitution 6 7. SIGBI Logo 6 7.1 Use of SIGBI Logo 6 8. Transfer of Membership 6 8.1 Reasons for Transferring Membership 6 8.2 Transfer of Honorary and Honorary Life Membership 6 9. Resignation/Termination of Membership 6 9.1 Resignation by Member 6 9.2 Termination of Membership 6 9.3 Expulsion of Member 6 10. Right to Appeal 6 10.1 Appeal to Extraordinary General Meeting (EGM) 6 10.2 Voting on Appeal 6 10.3 Further Right to Appeal 6 10.4 Expelled Member 2
Page Clause Topic 6 11. Club Programme Action 6 11.1 Programme Action Officer 7 12. Club Annual Return 7 12.1 Club Annual Return and Payment of Capitation Fees 7 13. Club Meetings 7 13.1 Club Annual General Meeting (AGM) 7 13.2 Notice of Club AGM 7 13.3 Club EGM 7 13.4 Notice of a Club EGM 7 14. Management of the Club 7 14.1 Management Group 7 15. Standing for Office at Club Level 7 15.1 Eligibility of Candidate 7 15.2 Good Standing of Candidates 7 16. Method of Election/Terms of Office/Duties for Club Officers & Elected Representatives 7 16.1 Method of Election 7 16.2 Duties 7 16.3 Club Representatives to Region/National Association (NA)/Network Councils 7 16.4 Completion of Term of Office 7 17. Incapacity/Vacancy and Removal of Club Officers 7 17.1 Incapacity/Vacancy of Club Officers 7 17.2 Unsatisfactory Performance of Club Officers 8 18. Right of Appeal for Club Officers 8 18.1 Appeal to EGM 8 18.2 Voting on Appeal 8 18.3 Further Right to Appeal 8 18.4 Removal of Club Officers 8 19. Voting Rights 8 19.1 Entitlement to Vote 8 19.2 Majority Vote 8 19.3 Paper Ballot 8 20. Club Representation on a Region/NA/Network Council 8 20.1 Election of Club Representatives 8 20.2 Eligibility Criteria for Club Representative 8 21. Club Representation at SIGBI General Meeting 8 21.1 Voting Delegate to SIGBI General Meeting 8 22. Finance 8 22.1 Club Fees 8 22.2 Collection of Club Fees 8 22.3 Honorary Life Membership Fees 8 22.4 Unpaid Club Fees 3
Page Clause Topic 8 22.5 Disbursement of Club Monies 8 22.6 Club Accounts and Balance Sheets 8 22.7 Good Standing 9 23. Club Dissolution 9 23.1 Calling an EGM to dissolve the Club 9 23.2 Dissolution by the Board 9 23.3 Action to be taken on Dissolution 9 24. Amendments to this Constitution 9 24.1 When Amendments are considered 9 24.2 How Clubs within a Region/NA/Network may propose and second Amendments 9 24.3 How Clubs not within a Region/NA/Network may propose and second Amendments 9 24.4 How Members of the Board and Federation Consultative Council (FCC) may propose and second Amendments 9 24.5 Assent of an Amendment 9 24.6 When Amendments take effect 9 25. Amendments to the Constitution of SI/Articles of Association/Byelaws of SIGBI Limited 9 25.1 Amendments/Revision to the Constitution of SI 25.2 Amendments to the Articles of Association/Byelaws of SIGBI Limited 9 26. Automatic updating of Club Byelaws 9 26.1 Amendments to Club Byelaws 9. 27. Automatic updating of Club Role Specifications 27.1 Amendments to Club Role Specifications 10 Abbreviations 10 Definitions 4
1. Clubs 1.1 The name of the Club shall be Soroptimist International (hereinafter referred to as the Club ). 1.2 The Club shall be formed in accordance with the Constitution of Soroptimist International (SI) and such Membership shall be recognised by Soroptimist International Great Britain and Ireland (SIGBI) Limited granting a Charter to the Club. 1.3 The Club shall be a Member of SIGBI. 1.4 The Club shall be a service Club for women. 1.5 The purposes for which a Club is established are to promote the Objects as set out in Clause 2. 1.6 Subject to the approval of the Board, the Club may formulate Byelaws to this Constitution. 2. Objects of SIGBI Limited 2.1 to promote either directly or by the encouragement and support of others including Clubs: (a) the advancement of education; (b) (c) (d) (e) the advancement of health and saving lives; the relief and/or prevention of poverty; the advancement of good citizenship and community development; and the advancement of human rights, peace, equality and diversity; and 2.2 to promote volunteering in furtherance of the Objects set out in 2.1 amongst individual Soroptimist Members of the Club. In each case for the benefit of the public across the world and in particular for the benefit of women and girls to advance their status, position and role in society where currently unequal or disadvantaged ( the Objects ). 3. Membership 3.1 Membership of a Club is available to any woman in the countries allocated to SIGBI by SI. 3.2 A Member shall belong to one Club only. 3.3 Honorary Life Membership may be given by a Club to any Soroptimist who has given distinguished service to SIGBI or to the community, or who has contributed notably to the status of women. An Honorary Life Member shall retain her constitutional rights as a Member of the Club. 3.4 Honorary Membership may be given by a Club to any woman who is not a Soroptimist but who has given distinguished service to the community or who has contributed notably to the objects of SIGBI. An Honorary Member shall have no constitutional rights and shall not hold office at any level within SIGBI. 3.5 Linked Membership of a Club is available to an existing member who moves to or lives in an area where there is no Club, or who is unable to attend the Club for personal reasons, or to an eligible prospective Member who lives in such an area. Linked Members shall not hold office at any level within SIGBI. 4. Attendance at Meetings 4.1 Members will be expected to fulfil the attendance requirements of the Club as determined by the Club. 5
5. Subscriptions 5.1 All Members, with the exception of Honorary Life Members and Honorary Members, shall pay annual subscription fees to the Club, to include the capitation fees payable to SIGBI and SI (such fees being determined by SIGBI and SI from time to time and advised to the Club) and where applicable, any other subscriptions. 5.2 Clubs shall be responsible for the payment of capitation fees for Honorary Life Members. 5.3 Members who are granted leave of absence shall pay the capitation fee due to SIGBI and any other amount due at the discretion of the Club and Region, NA or Network. 5.4 Members who fail to pay subscription fees shall not be entitled to stand for office or vote. 6. Soroptimist Emblem 6.1 The Soroptimist Emblem is described in the SI Constitution. 7. SIGBI Logo 7.1 The SIGBI Logo (the Dynamic S) may be used by Club Members and Associate Members, Clubs, Regions, NAs and Networks, as prescribed in the SIGBI Brand Protocol. 8. Transfer of Membership 8.1 A Member may transfer to another Club within SIGBI. 8.2 Honorary Life Membership and Honorary Membership is not transferable. 9. Resignation/Termination of Membership 9.1 A Member may resign from the Club by giving the Secretary one month s notice. 9.2 Membership of a Club may be terminated: when the Member has failed to pay her Membership subscription by the end of the financial year in which it is due; by expulsion after failure to uphold the Objects of SI or engaging in conduct which adversely reflects on the Organisation 9.3 The Club shall have the power to terminate Membership of a Member who has failed to pay her Membership subscription. Expulsion will be at an Extraordinary General Meeting (EGM) of the Club, at which a motion to expel the Member shall be presented. 10. Right of Appeal 10.1 A Member shall have the right of appeal to a further EGM. Her notice of termination is suspended pending the result of that appeal. 10.2 On completion of the appeal, Club Members shall vote, by a paper ballot, on the motion that the termination of her Membership be confirmed. 10.3 A Member shall have a further right of appeal to the Officers of her Region/NA/ Network. Where her Club is not within a Region, NA or Network her subsequent appeal shall be to the Board, whose decision is final. 10.4 A Member who has been expelled from a Club shall not be eligible to re-join SIGBI. 11. Club Programme Action 11.1 Each Club shall have a Programme Action Officer. 6
12. Club Annual Return 12.1 The Club shall submit an Annual Return with details of current Members together with capitation fees and other fees payable to SIGBI by the due date. Clubs who fail to do so may be subject to dissolution by SIGBI. 13. Club Meetings 13.1 An Annual General Meeting (AGM) shall be held before the end of April each year, at which the Club Officers and representatives to the Region/NA/Network Council are elected. 13.2 Twenty eight days notice of an AGM shall be given and the Agenda circulated. 13.3 An EGM may be called: at the written request of not less than six Members in good standing, or at the request of the Region/NA/Network Council, or at the request of the Board. 13.4 Twenty eight days notice of an EGM shall be given and the Agenda circulated. 14. Management of the Club 14.1 The Club shall be managed by a group of Members, to be determined by the Club, to include the functions of: Secretary Treasurer Programme Action Officer Representatives to the Region Each having one vote 15. Standing for Office at Club Level Eligibility 15.1 Any Member may be elected as a Club Officer. 15.2 At the time of election and at the time of taking office a candidate shall be in good standing. 16. Method of Election/Terms of Office/Duties for Club Officers and Elected Representatives 16.1 The method of election, terms of office and duties for Club Officers and Elected Representatives are outlined in the individual Role Specifications. 16.2 All Club Officers and Elected Representatives shall take office immediately after the Club AGM and shall carry out their duties as outlined in the individual Role Specifications. 16.3 Club Representatives elected to serve on a Region/NA/Network Council shall take office at the first meeting of the Region/NA/Network Council after the start of the Federation Year. 16.4 On completion of her term of office, a Member cannot stand for the same office until two years have elapsed after the end of her last term of office. 17. Incapacity/Vacancy and Removal of Club Officers 17.1 Where an Officer is unable to act for any reason, or a vacancy occurs, further nominations will be sought and a further ballot held. 17.2 Where an Officer is not performing satisfactorily in her elected role, the Club has the power to remove that Officer by calling an EGM, at which a motion to remove the Officer will be presented. 7
18. Right of Appeal 18.1 An Officer shall have the right of appeal to a further EGM. Her notice of removal from office is suspended pending the result of that appeal. 18.2 On completion of the appeal, Club Members shall vote, by a paper ballot, on the motion to remove the Officer. 18.3 An Officer shall have a further right of appeal to the Officers of her Region, NA or Network. Where a Club is not within a Region, NA or Network, her subsequent appeal shall be to the Board, whose decision is final. 18.4 An Officer who is removed from office shall be precluded from taking further office within the Club. 19. Voting Rights 19.1 All Members in good standing, except Honorary Members, are entitled to vote. 19.2 Subject to Clause 19.3, a simple majority vote shall prevail. In the event of equality voting, the Chairman has a casting vote in addition to her personal vote. 19.3 At an EGM seventy-five percent of Members present and voting shall cast their votes in favour for a motion to succeed. Voting shall be by a paper ballot. 20. Club Representation on a Region/NA/Network Council 20.1 A Club shall elect up to two Members to serve as Club Representatives on the Region/NA/Network Council. However each Club shall only have one vote at the Region/NA/Network Council meeting and this vote shall be exercised as directed by the Club or, in default, as agreed by the Club Representatives. 20.2 At the time of election and at the time of taking office a Candidate shall be in good standing. 21. Club Representation at SIGBI General Meeting 21.1 A Club in good standing is entitled to send one Voting Delegate to the SIGBI General Meeting (GM) to vote on behalf of the Club. 22. Finance 22.1 The Club shall set its own fees, as agreed by the Members of the Club. 22.2 The Club shall be responsible for the collection of all fees due from its Members. 22.3 The Club shall be responsible for the payment of the capitation fees for Honorary Life Members. 22.4 The Club shall be liable to SIGBI for any unpaid fees. 22.5 Final authorisation of disbursement of Club monies is authorised by the Club Members and paid by the Club Treasurer. 22.6 Clubs shall be responsible for ensuring that proper accounting records, including statements of accounts and balance sheets are kept and open to inspection. These shall be drawn up each year and independently examined by a person with relevant expertise who is not a Member of that particular Club. The accounts shall be presented to the Club at its AGM. 22.7 A Club is in good standing when it has paid capitation fees for all of its Members due to SIGBI. 23. Club Dissolution 23.1 Following consultation with the Board and Region/NA/Network, a Club may be dissolved at an EGM called for that purpose at which a motion to dissolve the Club will be presented. 8
23.2 A Club may be dissolved by the Board if: 23.2.1 it has not paid its capitation fees to SIGBI by the due date 23.2.2 the Club has less than 10 Members 23.2.3 the Club has not submitted an annual return of Members 23.2.4 the Club has failed to uphold the objects of SI 23.3. On dissolution: 23.3.1 all outstanding liabilities shall be discharged and the remaining assets disbursed as directed by the Club Members prior to dissolution 23.3.2 a final statement of accounts and balance sheets shall be prepared and independently examined; the accounts shall then be sent to SIGBI HQ. 23.3.3 the Insignia shall be disposed of in accordance with the decision of the Club Members and the approval of the Board prior to dissolution 24. Amendments to this Constitution 24.1 Subject to Clause 25, amendments to this Constitution may only be made at a SIGBI General Meeting. 24.2 Clubs, with the approval of their Region/NA/Network may propose and second amendments. 24.3 Clubs not within a Region/NA/Network may propose or second amendments, with the approval of all of the Clubs within the Country. 24.4 Members of the Board and FCC may propose or second amendments. 24.5 Subject to Clause 25, an amendment will require the assent of seventy-five percent of the voting delegates present and voting. 24.6 Amendments to the Constitution shall take effect at the beginning of the Federation Year after the meeting at which they were adopted, unless stipulated in the amendment or otherwise agreed by the Board. 25. Amendments to the Constitution of SI/Articles of Association/Byelaws of SIGBI Limited 25.1 Amendments to and revisions of the Constitution of SI shall be automatically adopted and incorporated into this Constitution. 25.2 Amendments and revisions to the SIGBI Articles of Association and/or SIGBI Byelaws that impact this Constitution shall be automatically adopted and incorporated into this Constitution. 26. Automatic updating of the Club Byelaws 26.1 To reflect amendments to the SIGBI Club Constitution, individual Club Byelaws shall be automatically updated. 27. Automatic updating of the Club Role Specifications 27.1 To reflect amendments to this Constitution, the Role Specifications shall be automatically updated and approved by a ballot of the Board and the FCC. 9
ABBREVIATIONS: AGM BF Board EGM FCC GM NA PA PAO SI SIGBI Annual General Meeting Benevolent Fund Board of SIGBI Limited Extraordinary General Meeting Federation Consultative Council General Meeting National Association Programme Action Programme Action Officer Soroptimist International Soroptimist International Great Britain and Ireland (SIGBI) Limited DEFINITIONS Benevolent Fund The Benevolent Fund (Registered Charity No. 211840), which has its own Constitution, provides for the relief of women in need who have been (at any time) for at least three consecutive years Members of a Soroptimist Club within the United Kingdom (including the Channel Islands and the Isle of Man) and the Republic of Ireland. Charter A certificate presented to new Clubs at a ceremony confirming their Membership of Soroptimist International. The Charter will be signed and dated by the Federation President and President and Secretary of the Club receiving its Charter. It will be retained by the Club but remain the property of SIGBI. Federation Year The Federation Year commences after the installation of the new Federation President, normally at the end of October each year. This routinely takes place at the same time and location as the SIGBI General Meeting. Role Specifications The Role Specifications is the name of the documents approved by the Board and FCC and refers to the Club, Region, National Association, Network and SIGBI Officers and post holders. Amendments to SIGBI Club Constitution Amended in accordance with SIGBI General Meeting 22 October 2010 Amended in accordance with SIGBI General Meeting 29 October 2011 Amended in accordance with SIGBI General Meeting 1 November 2013 Amended in accordance with SIGBI General Meeting 7 November 2014 Amended in accordance with SIGBI General Meeting 6 November 2015 Amended in accordance with SIGBI General Meeting 11 November 2016 Amended in accordance with SIGBI General Meeting 26 October 2018 10