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Constitution

Article 1: Name

The name of the organization shall be The International Women’s Club of Nyon.

Article II: Purpose

  1. The purpose of the Club is to promote friendly contacts among women of all nationalities residing in the area and to help facilitate the integration of newcomers. The language of the Club is English.
  2. The Club is a non-profit-making organization with its seat in Nyon, constituted and organized in accordance with the Swiss Civil Code.
  3. It shall not engage in political, religious or commercial activities.

Article III: Membership

  1. Membership is open to English-speaking women of all nationalities.
  2. Full membership in the Club is limited to a maximum of 600 Members residing in Nyon or the surrounding area.
  3. The Club reserves the right to refuse or rescind membership.

Article IV: Organization

  1. The control of the Club is vested in the Annual General Meeting. The Governing Board is responsible for the management of the Club in accordance with the Constitution, Bylaws and Policies and Operating Procedures.
  2. In addition to the Annual General Meeting, Extraordinary General Meetings may be called at any time by the Governing Board or at the written request of at least 20 per cent of the members. Annual General Meeting procedures apply to these meetings, the decisions of which are final.
  3. The Club Year runs from 1st July to 30th June of the following year.

Article V: Annual General Meeting

  1. Purpose
    The Annual General Meeting is convened each May by the Governing Board.
    Notification and documentation must be sent to the membership to be received at least ten days in advance.
    The purposes of the AGM are:

    1. to exercise general supervision over the activities of the Governing Board and receive its Annual Report;
    2. to approve the minutes of the previous Annual General Meeting;
    3. to receive the Auditor’s Report for the previous Club year and to review the Treasurer’s financial report for the current year;
    4. to approve the proposed budget for the next year;
    5. to determine the amount of the annual membership fee and the registration fee for new members;
    6. to confirm the appointment of the auditor for the current Club year;
    7. to announce the results of the election of the members of the Governing Board for the next Club year;
    8. to announce the election of at least three new members to the Nominating Committee;
    9. to vote on any proposed changes to the Constitution;
    10. to present Bylaw changes;
    11. to conduct any other business deemed appropriate.
  2. Voting
    1. The Annual General Meeting is restricted to members only.
    2. Voting may take place only on items listed on the agenda.
    3. Voting on items that entail Constitutional change and on items that the Board considers are major changes to Club policy is by ballot and decision is by simple majority. Voting on all other items is by show of hands unless a ballot is demanded by any member present and decision is by simple majority.
    4. Members who cannot attend the Annual General Meeting may vote by proxy.
    5. A member present at the meeting may hold only one proxy vote.
    6. A proxy vote is equal to a vote cast by a member present at the meeting.

Article VI: The Governing Board

  1. Board Members are elected annually by simple majority of votes cast by ballot. The Board operates over the Club Year, the Board Members assuming their duties as of 1st July.
  2. The Board shall consist of no fewer than seven and no more than ten positions. Five members constitute a quorum.
  3. If a vacancy occurs, the Governing Board appoints a replacement for the remainder of the Club year.
  4. The duties of the Governing Board are:
    1. to carry out decisions made by the members at the Annual General Meeting and at Extraordinary General Meetings;
    2. to conduct the day-to-day business of the Club through regular Board meetings;
    3. to administer the funds of the Club;
    4. to deal with all matters concerning membership;
    5. to convene the Annual General Meeting and set the agenda;
    6. to maintain contact with all committees and take decisions on their recommendations;
    7. to elect a Vice President from the new Governing Board;
  5. The Governing Board may appoint Committees or Sub-Committees for particular tasks;
  6. In the absence of the President, the Vice President shall assume the duties and responsibilities of the President.

Article VII: Finances

  1. The income of the Club is composed of the annual membership dues, New Member registration fees, advertising, donations and other receipts. Membership dues and New Member registration fees are determined at the Annual General Meeting after consideration of the Governing Board’s proposal.
  2. Membership activities are self-supporting, all costs to be borne by the participants.
    Events and excursions should also be self-supporting.
  3. Other Club undertakings are financed by the Club’s own resources.
  4. No member may profit materially from any Club activity.
  5. Responsibility for establishing and supervising accounts rests with the Club Treasurer and the President. The Treasurer and the President and a third designated Board Member shall be empowered to sign on behalf of the Club.
  6. The financial year is the same as the Club year.

Article VIII: Liability

  1. The Club shall not be liable for any financial commitment without the prior written
    authorization of the signatory powers. (See Article VII: Finances.) The liability of the Club is limited to the value of its assets.
  2. No member of the Club shall, in any case, be subject or liable to any financial obligations of the Club beyond the annual dues. All personal responsibility of Club Members is excluded.
  3. The Club disclaims any and all legal responsibility whatsoever for itself or as carrier and/or for any Board Member or organiser, for any accident, illness and/or injury or property damage whatsoever as may occur to any participant of any Club function during and/or as a result of the said function.
  4. The Club shall subscribe to a Third Party Liability Insurance. This does not cover members, their ascendants or descendants.

Article IX: General Provisions

  1. The Club’s name, logo and printed materials are the property of the Club and shall not be used for any commercial, political or religious purpose.
  2. The Club’s name and logo cannot be changed except at the direction of the Board.

Article X: Bylaws, Policies and Operating Procedures
The Governing Board shall establish Bylaws and Policies and Operating Procedures.
Article XI: Amendments to the Constitution
The Constitution can only be amended by a vote at an Annual General Meeting or at an Extraordinary General Meeting. Amendments may be proposed by the Governing Board or by at least 15 per cent of membership.
Article XII: Club Dissolution and Allocation of Assets

  1. Dissolution of the Club and allocation of its assets are not possible unless Included in the Agenda of an Annual General Meeting or Extraordinary General Meeting and voted upon by the majority of members present.
  2. In the event of dissolution, all remaining Club assets shall be distributed to one or more charitable organizations determined as a result of a vote of the members at the same meeting.

IWCN Constitution
Accepted at the Extraordinary General Meeting
14th February 2011

Bylaws

Article l: MEMBERSHIP

A: General

  1. Membership becomes effective upon acceptance of the application form and payment of the membership dues. In addition, new members may be required to pay a registration fee.
  2. Members who fail to renew in time must re-apply for membership.
  3. The Governing Board reserves the right to establish categories of membership.

B: Dues

  1. In special circumstances, the Board reserves the right to waive a member’s dues for the current year.
  2. The Governing Board may decide to reduce the annual dues for the last months of the Club year.
  3. A member’s dues may be refunded after consideration by the Board. A deduction will first be made for administrative costs.
  4. Dues for the following Club year are payable to the Treasurer as from the date of the Annual General Meeting. The last date for renewal of membership is 30th June.
  5. In addition to the usual membership dues, new members may be charged a registration fee, both amounts to be voted on annually at the Annual General Meeting.

C: Membership Refusal

  1. The Governing Board reserves the right to refuse membership.
  2. The Governing Board reserves the right to withdraw membership or refuse renewal. A decision on withdrawal of membership may be taken only after adequate investigation, due warning in writing and a two-thirds vote of the Board. Adequate investigation includes the member’s right to present her case to the Board. The Board is not required to indicate to the general membership the reasons for its decision.
  3. The decision of the Governing Board is effective upon written notification to the person concerned.

D: Membership Responsibilities

  1. Voting is a right and all members are encouraged to exercise this right.
  2. Members shall keep the Membership Secretary informed of any change of relevant personal data.

Article II: FINANCES

A: General

  1. No member may commit the Club and its funds without prior Governing Board approval in writing.
  2. All Club financial records shall be available upon request to all members.
  3. The Board may authorise advertising in Club Publications in order to offset the costs of printing. Advertising rates are determined by the Advertising Committee and approved by the Board.

B: Accounts   

  1. Bank accounts for Club purposes may be set up by decision of the Governing Board. Accounts shall include Current, Savings and Charities, and Contingencies.
  2. Two signatures are required for the Charity and Savings Accounts and one signature for the Current Account.
  3.  The balances of all Club accounts shall be carried forward each year.
  4. The Club’s accounts shall be audited annually. The Auditor’s report shall be given to the membership once a year. A volunteer auditor for the current year’s accounts shall be approved at the Annual General Meeting.

C: Charities

  1. Membership dues and fees are for the running of the Club and are not intended to support any Charity. However, at the discretion of The Board and after due consideration of the Club’s financial resources, up to CHF 5’000 may be donated annually to ARAS (Nyon Social Services).
  2. Funds raised for charitable purposes are held in a separate Charities Account. All disbursements must be authorised by the Charity Committee and the Board.

D: Activities

  1. Activities shall be financially self-supporting.
  2. Some activities may require payment which must be made in advance to reserve a place.

E: Special Events / Excursions and Day Trips

  1. The Club may require a non-refundable deposit on excursions. Should the Club be obliged to cancel an event, those who have pre-paid will be reimbursed.
  2. Participation in Club events and excursions can be denied to any members with unpaid obligations.
  3. Members who commit themselves to participate in any Club event or excursion must be fully prepared to meet the costs as stated. When pre-established, these costs are payable in advance.
  4. If a member or her guest cancels, payment may be retained if the cancellation deadline has passed and a replacement is not found.

Article III: THE NOMINATING COMMITTEE

A: Committee

  1. The purpose of the Nominating Committee is to prepare a list of suitable and willing candidates for Board and Nominating positions. After discussing the suitability of all nominees in private, the Nominating Committee may put forward more than one candidate for election to Board positions. Candidates must be informed of someone else standing for the same position and be given the opportunity to continue or to withdraw their candidacy as preferred. Members vote for or against each name on the list.
  2. The Committee shall be responsible for organising the annual elections of the Board and the Nominating Committee and for announcing the results at the Annual General Meeting.
  3. The Committee consists of eight elected members and a ninth member appointed from the Board as its representative.
  4. Committee members are elected for a term of two years.

B: Voting   

  1. Election to the Governing Board and for members of the Nominating Committee is by ballot.
  2. The ballot forms are emailed or posted to all members and must be completed and returned by the deadline stated on the form in order to be counted.

Article IV: GOVERNING BOARD

A: Board Members

  1. The Governing Board includes the following positions: President, Secretary, Treasurer, Editor, Welcome/ Sunshine Coordinator, Membership Secretary, Activities Coordinator, Special Events Coordinator and Coffee Coordinator. Changes to these positions may be made by the Board whenever deemed appropriate.
  2. A Vice President shall be elected by the Governing Board from among its members. In the event of a tie, both may serve concurrently.
  3. The job of Swiss Liaison should be assumed by a Swiss Board Member in addition to her other duties. If this is not feasible, the Board will appoint a Swiss Member to act in this capacity, off-Board.

B: Meetings

  1. The President acts as Chairwoman at all Board functions. Each Board member has one vote. Voting at Board meetings is carried by a majority. In the case of a tie, the President shall have the casting vote.
  2. Proceedings at Board meetings are confidential.
  3. Any Club Member may request that a specific topic be put on the Agenda for a Board Meeting and may be invited to attend for discussion of that topic.

Article V: COMMITTEES / SUB-COMMITTEES

  1. Committees other than the Nominating Committee are established by the Board for long-term, on-going purposes. These may include Finance, Charity, Special Events, Welcome/Sunshine, Advertising, Excursions/Day Trips and POPs Committee.
  2. Ad hoc Sub-Committees for specific purposes may be established by the Governing Board for a limited term.
  3. Each Committee or Sub-Committee must have one Board Representative at all official meetings. Voting can only take place when the Board Representative is present.
  4. The Chairwoman may be chosen by the Committee from among the Committee members to serve for a specific meeting or term as decided by the Committee. The Chairwoman of every Committee must be approved by the Governing Board.
  5. All decisions by a Committee or Sub-Committee must first be approved by the Governing Board before coming into effect.

Article VI: ACTIVITIES

  1. Activities exist for the benefit of the members. Their continuance depends entirely upon the interest of the members and the availability of leaders.
  2. A member may initiate and lead an activity for the Club only after agreement with the Activities Coordinator.
  3. Members who lead an activity for the Club do so on a completely voluntary basis.
  4. Subject to the prior approval of the Activity Leader, a member may bring a guest to a Club activity. Guests may participate only twice in any Club activity per year and must meet any expenses incurred in relation to their participation.

Article VII: SPECIAL EVENTS / EXCURSIONS AND DAY TRIPS

  1. Special Events are organised for members throughout the Club year. Some events may be open to family members and guests.
  2. Reservations are only final after receipt of proof of payment by the Treasurer.
  3. Members cancelling after a deadline date may not receive a refund.

Article VIII: CLUB PUBLICATIONS  

  1. The Club produces a Newsletter, “The Grapevine“, and an annual Directory.
  2. The Board may authorise additional publications.

Article IX: POLICIES AND OPERATING PROCEDURES

  1. The Policies and Operating Procedures (POPs) are intended to guide the Board in the day-to-day running of the activities of the Club. They include descriptions of the tasks and responsibilities of those who have a role in the running of the Club.
  2. The Policy Advisory Committee is responsible for revising and drafting the POPs in line with the Constitution and Bylaws and other agreed Club policies. The Board must approve all changes to the POPs.
  3. Changes to the POPs may be initiated by the Board, the Policy Advisory Committee, other committees or by any Club member. All significant changes made should be brought to members’ attention.

Article X: AMENDMENTS TO THE BYLAWS

  1. The Board may amend the Bylaws at the AGM or at any time after written notification of such revisions to the membership. A 30-day period after publication will be allowed for debate and written submissions to the Board. After this period the Board will make a decision, taking into consideration responses from membership. The Board will inform the membership of its decision as soon as possible.
  2. Members may propose Bylaw amendments by submitting them in writing to the Secretary with signatures from at least 15 percent of membership. The proposal will then be published, with a 30-day period to allow written submissions to the Board which will then make its decision taking into consideration the response from the membership. The Board will then inform the membership of its decision.

IWCN Bylaws Accepted at the Extraordinary General Meeting 14 February 2011
Article III The Nominating Committee A: Committee 3 was amended in December 2020, following due publication of proposed changes to Members in the November Grapevine.
Article III The Nominating Committee B: Voting 1. and 2. was amended after acceptance by votes received in a postal ballot, AGM 18 May 2022.
Article II Finances C: Charities 1 was amended following written notification of the proposed amendment in the AGM documentation and included on the AGM Agenda 17 May 2022.

 

International Women’s Club of Nyon