DATED Thursday 30th August 2007
INTERNATIONAL WATER SKI
FEDERATION LIMITED
articles of association of a private members’ company limited by guarantee and not having a share capital |
Changes made to these Articles of Association at the 2007 Extraordinary Congress are shown in Red.
THE COMPANIES ACTS
1985 TO 1989
_____________________________________________________
PRIVATE MEMBERS' COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
_____________________________________________________
ARTICLES OF ASSOCIATION
OF
INTERNATIONAL
WATER SKI FEDERATION LIMITED
GENERAL
1
The
regulations contained in Table C in the Schedule to the Companies (Tables A to
F) Regulations 1985 shall not apply to
the Governing Body (as hereinafter defined) and the following shall constitute
the regulations of the Governing Body (as hereinafter defined).
2
In these
Articles except where the context otherwise requires:-
(a) the following words and expressions shall have the meanings assigned to them, namely:-
Act
|
Means the Companies Act 1985, and any statutory modification or amendment or re-enactment thereof. |
Affiliate
Member |
Means a
National Federation that has been admitted to Membership in accordance with
these Articles as a Guarantee Member with such rights of Membership as set
forth in these Articles; and "Affiliate Membership"
shall be construed accordingly. |
Annual
Congressional Meeting |
Means the
Governing Body's biennial Congressional Meeting. |
Annual
Report |
Shall have
the meaning ascribed to it in Article 66. |
Articles |
Means the
articles of association from time to time of the Governing Body and “Article”
shall be construed accordingly. |
Athletes
Commission |
Means a
committee of the Executive Board established in accordance with these
Articles for the purpose of representing the interests of Water Skiers
throughout the world. |
Athletes
Commission Representative |
Means any representative of the Athletes
Commission as duly appointed by the Athletes Commission pursuant to these
Articles and more particularly described under Articles 62(g) and 69(d). |
Board
Meeting |
Means a
meeting of the Executive Board properly convened and held in accordance with
these Articles. |
Bureau |
Means a
committee of the Executive Board constituted in accordance with these Articles
and with powers delegated thereto by the Executive Board to administer the
day-to-day affairs of the Governing Body between Congressional Meetings. |
Bureau
Term of Office |
Shall have
the meaning ascribed to it in Article 81. |
Bye-laws |
Means the
Governing Body’s further rules of administration, procedure, interpretation
and such other matters deemed necessary or desirable and published and
amended by the Executive Board from time to time and contained in the
Handbook. |
Committee |
Means any
committee of the Executive Board, including (but not limited to) the Bureau,
constituted and established in accordance with these Articles. |
Confederation |
Means one
of the following geographical areas of the world: PA (North America, Central America and South America); EAME
(Europe, Africa and the Middle East); and AA (Australia, New Zealand, Asia
and Oceania), and such other or further geographical areas as shall be
designated by the Executive Board from time to time. |
Confederational Representative |
Means any
representative from each Continental Confederation as further described in
Article 14. |
Congress |
Means the
general assembly of Affiliated Members and “Congressional Meeting”
shall be construed accordingly. |
Constitution |
Means the
Memorandum and Articles. |
Continental Confederation |
Means a
federation of Affiliate Members from each Confederation as further described
in Articles 12 to 16 (inclusive) and admitted to Membership in accordance
with these Articles as a Guarantee Member and with such rights of Membership
as set forth in these Articles. |
Director |
Means a
member of the Executive Board elected in accordance with these Articles and “Directorship”
shall be construed accordingly. |
Division |
Means the following water ski divisions
(and such other water ski divisions as may be established from time to time
by the Executive Board and published in the Handbook): Barefoot; Cableski;
Disabled; Racing; Tournament; Wakeboard Boat and Wakeboard Cable. |
Divisional
Council |
Means a
Committee constituted in accordance with these Articles and more particularly
described under Articles 124 to 128 (inclusive). |
Divisional
Council Representative |
Means any representative
of any Divisional Council duly appointed in accordance with these Articles
and more particularly described under Article 126. |
Executive
Board |
Means the
board of directors constituted in accordance with these Articles. |
Executive
Director |
Means any
person appointed by the Executive Board in accordance with Article 136. |
Executive
Board Term of Office |
Shall have
the meaning ascribed to it in Article 70. |
Extraordinary
Congressional Meeting |
Means any Congressional
Meeting (other than an Annual Congress) convened and held in accordance with
these Articles. |
Former Governing Body |
Means the
non-political worldwide unincorporated members' association of National
Federations known as the ‘International Water Ski Federation’. |
Governing
Body |
Means the
‘International Water Ski Federation’ incorporated under the laws of England
and Wales as a private company limited by guarantee and not having a share
capital. |
Guarantee
Member |
Means any person
whose liability to the Governing Body shall be limited in such manner as set
forth in the Memorandum. |
Handbook |
Means a
handbook approved and published by the Executive Board from time to time that
contains the Bye-laws and such other information, regulations and directives
concerning the affairs of the Governing Body and such technical rules and
regulations that apply to Water Skiing. |
Honorary
Member |
Means a
person who has been admitted to Membership in accordance with these Articles
as a Guarantee Member with such rights of Membership as set forth in these
Articles; and "Honorary Membership" shall be
construed accordingly. |
Material Commercial Interest |
Means any
interest as defined in section 317 of the Act and any other commercial interest.
|
Members |
Means
Affiliate Members, Honorary Members, Patron Members and Continental
Confederations only and “Membership” shall be construed
accordingly. |
Memorandum |
Means the memorandum
of association from time to time of the Governing Body. |
National Federation |
Means the
organisation, federation or association recognised as the controlling or
governing body in its own country of Water Skiing. |
Offices |
Means the registered
office from time to time of the Governing Body. |
Patron
Member |
Means any
person or corporation or unincorporated organisation who has been admitted to
Membership in accordance with these Articles as a Guarantee Member with such
rights of Membership as set forth in these Articles; and "Patron
Membership" shall be construed accordingly. |
President |
Means the
president of the Governing Body as duly elected in accordance with these
Articles. |
President
Emeritus |
Means the honorary
office of president emeritus of the Governing Body as more particularly
described in Articles 71 to 75 (inclusive). |
Secretary
General |
Means the
secretary general of the Governing Body as duly elected in accordance with
these Articles. |
Subscription |
Means the
subscription fee payable by the Members in accordance with these
Articles. |
Telephonic
Meeting |
Means any
meeting conducted by means of audio and/or audio/visual or other similar
communication media now or in the future developed excluding such means of
communication media which do not permit positive and authentic identification
of all attendees and person(s) present. |
Term
of Office |
Shall have
the meaning ascribed to it in Article 119. |
Treasurer |
Means the financial
Director of the Governing Body as duly elected in accordance with these
Articles. |
Vice-President |
Means any
vice-president of the Governing Body as duly elected or appointed in
accordance with these Articles. |
Water
Skiing |
Means the sport
of water skiing as defined by the Executive Board from time to time and
published in the Handbook, and “Water Skier” shall be construed
accordingly. |
(b)
expressions
referring to writing shall, unless the contrary intention appears, be construed
as including references to printing, lithography, photography and other modes
of representing or reproducing words in a visible form;
(c)
words
importing the masculine shall include the feminine and words in the singular
shall include the plural and vice-versa;
(d)
words
importing persons shall include corporations, partnerships and unincorporated
associations;
(e)
subject
as aforesaid and unless the context otherwise requires, words or expressions
contained in these Articles shall bear the same meaning as in the Act, or any
statutory modification thereof in force at the date on which these Articles
become binding on the Governing Body;
(f) a special or extraordinary resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these articles and a special resolution shall be effective for any purpose for which an extraordinary resolution is expressed to be required under any provision of these articles; and
(g)
headings and titles are used for ease of reference only and do not
affect the interpretation of these Articles.
OBJECTS
3
The
Governing Body is established for the purposes expressed in the Memorandum.
LANGUAGES
4 The official language of the Governing Body is English. The Executive Board may, in its discretion, arrange for translations and / or interpretations of the Constitution and Bye-laws into other languages.
AFFILIATE MEMBERS
5
Any
person may apply to the Governing Body for admission as an Affiliate Member if
it is:
(a)
recognised
by the government or authorities of its country as the sole governing body of
Water Skiing in its country; and / or
(b)
the most
representative body of Water Skiing in its country.
6
Such
application shall be made in writing, signed by the applicant and shall be in
such form as the Executive Board may from time to time prescribe, and shall be
accompanied by:
(a)
the
written constitution of the applicant; and
(b)
documentary
evidence that it has satisfied one or both of the pre-requisites of application
set out in Article 5; and
(c)
a list
of the names, addresses, email addresses, telephone and facsimile numbers of
the principal office bearers of the applicant, and
(d)
a sum of
money equivalent to the then current Subscription. If the application is approved, the payment shall be put towards
the Subscription due in respect of the applicant’s first year of Affiliate
Membership; if the application is not approved, the payment shall be returned
to the applicant forthwith.
7 Each application for Affiliate Membership of the Governing Body must be received at the Offices not less than thirty (30) days prior to the date scheduled for the next following Annual Congress. The Executive Board shall review any and all such applications and shall make recommendations relating thereto during that Annual Congressional Meeting.
8 Each application for Affiliate Membership of the Governing Body shall be considered at Annual Congress and shall be accepted only by special resolution of the Congress. Where, however, any applicant is an existing member of the Former Governing Body as at 31st December 2003, such applicant shall be granted Affiliate Membership provided the provisions of Articles 5 and 6 are, in the determination of the Board fully satisfied, and the provisions of Article 7 and the first sentence of this Article 8 shall, for the avoidance of doubt, not apply in relation to each such applicant. No applicant shall be admitted as an Affiliate Member of the Governing Body unless approved and accepted in accordance with these Articles.
HONORARY MEMBERS AND PATRON MEMBERS
9
Any
person who renders, and / or has rendered, outstanding services to the Former
Governing Body, the Governing Body, and /or to the cause of Water Skiing, may
be eligible for admission as Honorary Member of the Governing Body. Any person or corporation or unincorporated
organisation who makes, or has made, periodic monetary contributions to the
Former Governing Body and / or the Governing Body in furtherance of its
objects, may be eligible for admission as Patron Member of the Governing Body.
10 The Executive Board may, in its
discretion, review the person(s) or corporation or incorporated organisation
(if any) eligible for Honorary Membership or Patron Membership and may, in its
discretion, recommend to the Affiliate Members that such person(s) or
corporation or incorporated organisation (if any) be admitted as either
Honorary Member or Patron Member of the Governing Body. Such recommendation(s) (if any) shall be
dispatched to each Affiliate Member together with the notice of Annual Congress.
11 Each such recommendation shall be
considered during Annual Congress and each such recommendation shall be
accepted for admission either as Honorary Member or Patron Member if passed by
special resolution of the Congress at such Annual Congressional Meeting.
CONTINENTAL CONFEDERATIONS
12 Affiliate Members shall be grouped
into Confederations. Each Affiliate Member shall not be a voting member of not more than
one (1) Continental Confederation. The Executive Board may from time to time
designate further or other geographical areas as Confederations, and/or
subdivide or reconstitute existing Confederations.
13 A Continental Confederation shall be
established in respect of each Confederation for the purpose of promoting and
regulating Water Skiing within its geographical designation. In the event of a dispute as to which
Confederation (and therefore Continental Confederation) an Affiliate Member
shall belong, the decision of the Executive Board shall be final and binding.
14 Continental Confederations are an
integral aspect of the governance and regulatory framework of the Governing
Body. Each Continental Confederation
shall participate in the administration of the Governing Body via the election
of not more than three (3) Confederational Representatives to the Executive
Board in accordance with Articles 69(a), 69(b) and 85. Continental Confederations shall thereby
assist the Governing Body in implementing the objects of the Governing Body in
their respective Regions.
15 Each Continental Confederation shall abide by and apply the
provisions of the Handbook and shall observe and implement the Bye-laws and
other directives issued by the Executive Board from time to time, and shall be
accountable to the Governing Body.
16 Insofar as these Articles and/or the
Handbook do not specify or regulate the administrative structure and internal
proceedings of each Continental Confederation, the administrative structure and
internal proceedings thereof shall be governed by the Articles regulating such
structure and proceedings relating to the Governing Body insofar as they are
capable of applying.
RIGHTS OF AFFILIATE MEMBERS
17 Subject always to Articles 25 and 28,
each Affiliate Member shall be entitled to have included on the agenda of a
Congressional Meeting any matter, motion or proposal in accordance with Article
37.
18 Subject always to the provisions of
these Articles, each Affiliate Member shall be entitled
to appoint not more than two (2) delegates to attend, speak and vote at
Congressional Meetings and any other meetings held under the auspices of the
Governing Body. Each Affiliate Member
shall be entitled to a minimum of one (1) vote. Subject always to Article 19, one (1) additional vote in respect
of each of the following shall be allocated to each Affiliate Member who:
(a)
has
entered four (4) skiers in the most recent (current) Tournament World
Championship;
(b)
has
entered four (4) skiers in the most recent Barefoot World Championship;
(c)
has
entered four (4) skiers in the most recent Disabled World Championship;
(d)
has
entered one (1) team in the most recent Racing World Championship event;
(e)
has
entered four (4) riders in the most recent Wakeboard or Cable Wakeboard World
Championship
(f)
has
entered four (4) skiers in the most recent Cable World Championship;
(g)
has
entered two (2) skiers or two (2) riders or one (1) team in the most recent
Under 21 or Junior World Championship
(h)
has
organised an Open World, Under 21, or Junior World Championship event during
the last six (6) calendar years to include all of the current calendar year.
(i)
has
organised an Open Confederation, Under 21 Confederation or Junior Confederation
Championship event during the last five (5) calendar years to include all of
the current calendar year.
(j)
has
hosted an IOC recognized, Olympic Games-style event during the last six (6)
calendar years to include all of the current calendar year.
(k)
is a
member of its National Olympic Committee or national sports authority (or
equivalent body).
19 Each Affiliate Member shall not have
more than a total of twelve (12) votes at any time.
20 The aggregate number of votes to be
allocated to each Affiliated Member shall be determined and approved at the
commencement of each Congressional Meeting and such allocation of votes shall
be valid until the next following Congressional Meeting.
RIGHTS OF HONORARY MEMBERS, PATRON MEMBERS AND CONTINENTAL CONFEDERATIONS
21 Honorary Members, Patron Members and
Continental Confederations shall have the right to receive notice of, and to
attend, all Congressional Meetings of the Governing Body, but shall have no
right to vote, and unless permitted by the chairperson of the Congressional
Meeting, shall have no right to speak.
They shall each be entitled to appoint not more than one (1)
representative to attend each Congressional Meeting as an observer.
REPRESENTATION AT CONGRESSIONAL MEETINGS
22 During Congressional Meetings:
(a)
an
individual may only represent (either as delegate or observer) one Member, and
may not speak nor vote on behalf of another Member, other than as a duly
appointed proxy, and
(b)
each
Bureau member shall not be permitted to represent (other than as a duly
appointed proxy), in any capacity whatsoever, any Member.
23 A delegate or observer shall, if so
required by the chairman of the Congressional Meeting, produce to the
Congressional Meeting documentary evidence of such proper appointment.
SUSPENSION AND TERMINATION OF MEMBERSHIP
24 Any Member may retire from the
Governing Body by giving ninety (90) days’ advance written notice to the
Governing Body to be received at the Offices.
Any person ceasing to be a Member for any reason whatsoever shall remain
liable for, and shall pay to the Governing Body, any and all monies due from
him to the Governing Body at the time of his ceasing to be a Member, or for
which he may become liable under the provisions of the Memorandum and / or
Articles.
25 Any Affiliated Member who fails to pay
the Subscription on or before 30 June in any year shall automatically be
suspended from Membership of the Governing Body. It shall remain liable for the Subscription during the period of
suspension and may be reinstated by the Executive Board upon full payment of
the outstanding Subscription and any surcharge thereon which may be imposed by
the Executive Board from time to time.
During the period of suspension, the suspended Affiliate Member shall
not be entitled to speak or vote at Congressional Meetings (save with the prior
written consent of the Executive Board, and only to address that Congressional
Meeting on the issue of its suspension), nor participate in the governance of
the Governing Body, or World or Confederational Title events sanctioned by, or
falling under the auspices of, the Governing Body.
26 If a suspended Affiliated Member shall
not have paid its arrears of Subscription on or before the end of the calendar
year in which its suspension commenced, all rights and privileges under these
Articles by virtue of its Membership shall be revoked and its Membership of the
Governing Body automatically terminated.
27 Any Affiliate Member whose Membership
has been terminated shall, notwithstanding anything to the contrary herein, be
entitled to reapply for Affiliate Membership in accordance with these Articles.
28 Any Member who, in the opinion of the Executive
Board:
(a)
brings,
or tends to bring, the Governing Body or Water Skiing or sports in general into
disrepute; or
(b)
acts in
a manner prejudicial to the Governing Body or to Water Skiing in general; or
(c)
is
guilty of persistent or a material failure(s) to comply with the Memorandum or
Articles or any regulations or directives issued pursuant thereto,
shall
be liable to suspension or expulsion by special resolution of Congress
following the recommendation of the Executive Board (such recommendation to be
made at the absolute discretion of the Executive Board). Any such suspension or expulsion shall be
effective immediately following the special resolution of Congress. During the period of any suspension, the
suspended Member shall not be entitled to speak or vote at Congressional
Meetings (save with the prior written consent of the Executive Board, and only
to address that Congressional Meeting on the issue of its suspension) nor
participate in the governance of the Governing Body, or World or Confederational
Title events sanctioned by, or falling under the auspices of, the Governing
Body. Notwithstanding such suspension,
the suspended Member shall remain liable for payment of the Subscription to the
Governing Body.
29 Any period of suspension imposed on
any Member (for any reason whatsoever) may be revoked by special resolution of
Congress.
SUBSCRIPTIONS
30 Each Affiliate Member and/or
Continental Confederation and Patron Member shall pay the Subscription towards
the operating costs and expenses of the Governing Body. The scale, rate, amounts, surcharge, mode of
payment(s) and other details relating to the Subscription shall be proposed by
the Executive Board and presented to Congress for approval by ordinary
resolution at Congressional Meeting. The approved Subscription shall be
published in the Handbook from time to time.
31 Each application for Affiliate
Membership shall be accompanied by the appropriate Subscription applicable at
that time.
32 Subscriptions shall be due and payable
on or before 30 June in each and every calendar year.
CONGRESSIONAL MEETINGS
33 The Governing Body shall hold a
biennial Congressional Meeting every odd year as its annual general meeting (“Annual
Congress”) at such time
and place as may be determined by the Executive Board, and shall specify the
meeting as such in the notices calling it.
34 All Congressional Meetings other than
Annual Congressional Meetings shall be called Extraordinary Congressional
Meetings. Save where otherwise
expressly provided for in these Articles, Extraordinary Congressional Meetings
shall be conducted in accordance with the proceedings for Annual Congressional
Meetings.
35 The Executive Board may, whenever it
thinks fit, convene an Extraordinary Congressional Meeting.
36 Extraordinary Congressional Meetings
shall also be convened within twenty-one (21) days of receipt at the Offices of
a written request to that effect given by Affiliate Members representing not
less than ten percent (10%) of the total voting rights of all Members having
the right to vote at a Congressional Meeting.
Such written request shall state the object(s) and purpose(s) of
requisitioning the Extraordinary Congressional Meeting and any resolution or
motion to be proposed thereat.
37 Pursuant to Article 17, each Affiliate
Member shall be entitled to have included on the agenda of any Congressional
Meeting any matter, motion or proposal (hereinafter referred to as the “Proposal”). The Proposal shall
be accompanied by an explanatory statement of reasonable length, which shall be
distributed with the notice of Congressional Meeting. All proposals submitted by an Affiliate Member must be received
at the Offices not less than sixty (60) days prior to the date scheduled for
the Congressional Meeting at which it is to be discussed.
NOTICE OF CONGRESSIONAL MEETINGS
38 All Congressional Meetings shall be
called by not less than ninety (90) days’ written notice but a Congressional
Meeting may be called by shorter notice if it is so agreed by Members
representing not less than ninety-five percent (95%) of the total voting rights.
39 Every notice calling a Congressional
Meeting shall comply with the notice provisions of the Act.
40 Each notice shall specify the time and
place of the meeting and the general nature of the business to be transacted
thereat (including, but not limited to, calling for nominations for any
elections to be held in accordance with these Articles). In the case of an Annual Congressional
Meeting, the notice shall specify the Congressional Meeting as such.
41 The only business which shall be
transacted at an Extraordinary Congressional Meeting and placed on the agenda
shall be:
(a)
approval
of the minutes of the previous Congressional Meeting, and
(b)
consideration
of the business for which the Extraordinary Congressional Meeting has been
specifically convened.
42 No person shall be entitled to receive
notice of Congressional Meeting other than:-
(a)
every
Member except those Members who have not supplied to the Governing Body an
address for the giving of notices to them; and
(b)
every
Director as duly appointed under these Articles; and
(c)
every
person being a trustee-in-bankruptcy (or equivalent thereof) of a Member where
the Member, but for his bankruptcy (or equivalent thereof), would be entitled
to receive notice of the Congressional Meeting; and
(d)
members
of each Divisional Council; and
(e)
members
of each Committee; and
(f)
the
auditor(s) for the time being of the Governing Body; and
(g)
the
solicitor(s) for the time being of the Governing Body.
43 Not less than forty-five (45) days before the date scheduled for a
Congressional Meeting, the agenda of that meeting shall be dispatched to all
persons specified in Article 42. The
agenda for an Annual Congressional Meeting shall contain (but shall not be
limited to) the following (in no order of precedence):
(a)
opening
of the meeting and President’s address;
(b)
adoption
of the agenda;
(c)
determination
and allotment of votes;
(d)
the
appointment of not less than two (2) but not more than three (3) scrutineers
from amongst the Members attending that meeting;
(e)
minutes
of the previous Congressional Meeting and consideration of any matter(s)
arising therefrom;
(f)
the
annual report of the Executive Board;
(g)
financial
report;
(h)
the
audited or professionally certified statement of accounts;
(i)
details
of any applications for Affiliate Membership to be considered;
(j)
to
consider recommendations (if any) for admission as Honorary Member or Patron
Member;
(k)
consideration
by Congress of the Executive Board's proposal relating to Subscriptions in
accordance with Article 30;
(l)
the
budget and forward plan for the next period;
(m)
notice
and details of any Proposal to be considered;
(n)
notice
and details of any other matters or competent business to be considered;
(o)
notice
and details of any other competent business to be considered at the Annual
Congress.
44 The accidental omission to give notice
of any Congressional Meeting to, or the non-receipt of such notice by, any
person entitled to receive such notice pursuant to Article 42 shall not
invalidate the proceedings at that Congressional Meeting.
45 If elections are to be conducted at an
Annual Congressional Meeting, the notice of Annual Congressional Meeting shall
specify sufficient details relating thereto.
PROCEEDINGS AT CONGRESSIONAL MEETINGS
46 No business may be transacted at any
Congressional Meeting, except the adjournment of the Congressional Meeting, unless
a quorum is present when the meeting proceeds to business. One-third (⅓) of all Affiliate Members
entitled to vote upon the business to be transacted present by virtue of the
attendance of their delegates duly and properly appointed in accordance with
these Articles shall constitute a quorum.
47 If such quorum is not present within
one (1) hour from the time appointed for the Congressional Meeting, or if at
any time during a Congressional Meeting, such quorum ceases to be present, the
Congressional Meeting shall stand adjourned until a time and place to be
scheduled by the Executive Board and notified to the persons entitled to
receive notice pursuant to Article 42.
48 In respect of each Congressional Meeting,
unless otherwise requested by the President, the Executive Board shall appoint
a person to preside as chairperson of that Congressional Meeting. Such person shall be appointed by the
Executive Board in its discretion, and such appointment shall be notified to
the Members entitled to receive notice of Congressional Meetings by inclusion
in the agenda for that Congressional Meeting.
If the appointed chairperson is not present within fifteen (15) minutes
after the time appointed for the Congressional Meeting, one of the Directors
shall be appointed by Congress to preside as chairperson. If no Director is present, or if the
appointed person declines to take the chair, the Congress shall select one of
the Affiliated Member delegates to take the chair.
49 The chairperson shall preside over
each Congressional Meeting in the manner set out in the Handbook.
50 Directors shall be entitled to attend
Congressional Meetings and unless permitted to do so by the chairman of the
Congressional Meeting, shall have no right to address the Congress.
51 A resolution or motion put to the vote
of any Congressional Meeting shall be decided on a poll and all resolutions and
motions shall be carried by an ordinary resolution unless otherwise expressly
specified in these Articles. A secret
ballot shall take place only upon request by either:
(a)
the
President; or
(b)
not less
than two (2) Affiliated Members entitled to attend and vote at such meeting.
52 Unless a secret ballot is duly
requested, a declaration by the chairperson that a resolution or motion has
been carried or carried unanimously, or by a particular majority, or lost, or
not carried by a particular majority and an entry to that effect in the minutes
of the meeting shall be conclusive evidence of that fact without proof of the
number or proportion of the votes recorded in favour of, or against, the
resolution or motion.
53 In the case of an equality of votes,
whether on a poll or by secret ballot, the chairperson shall have a casting
vote. Chairpersons of Congressional
Meeting shall otherwise not be entitled to vote.
54 Members of each Divisional Council and
Committee (from time to time constituted) shall be entitled to receive notice
of and to attend but shall have no right to vote (other than as a duly
appointed proxy), and unless permitted by the chairperson during the
Congressional Meeting, shall have no right to address the Congress. Other persons making a positive contribution
to Water Skiing worldwide may, at its absolute discretion, be invited by the
Executive Board to attend Congressional Meetings as observers but shall have no
right to address the Congress unless permitted to do so by the chairperson.
55 At all Congressional Meetings and
other meetings held under the auspices of the Governing Body, only the business
notified in the agenda shall be transacted.
VOTING
56 Affiliate Members shall be entitled to
vote, in person or by proxy, in respect of any matter of which due notice has
been given and is to be decided at a Congressional Meeting, save to the extent
that these Articles provide otherwise.
57 Changes and / or amendments to the
Constitution may only be effected by special resolution of Congress.
58 Save where otherwise expressly stated,
a resolution shall be deemed to be carried by simple majority of all votes
properly recorded and cast at a Congressional Meeting.
59 Except where otherwise expressly
stated in these Articles an Affiliate Member may vote for, against or formally
register its abstention from voting in respect of any resolution or
motion. If an Affiliate Member is absent
at the time a vote is taken, or elects not to participate in the voting
procedure, its position shall not be recorded and taken into account in
determining whether or not the resolution or motion has been carried.
60 No objection shall be raised as to the
eligibility of any voter except at Congressional Meetings or adjourned
Congressional Meetings at which the vote objected to is tendered. Every vote not disallowed at a Congressional
Meeting shall be valid. Any objection
made in accordance with this Article 60 shall be referred to the chairperson of
the Congressional Meeting whose decision shall be final and conclusive.
61 Subject to Article 60, a vote given or
a secret ballot requested by the duly authorised delegate(s) of an Affiliate
Member shall be valid unless notice was received at the Offices before the
commencement of the Congressional Meeting or adjourned Congressional Meeting at
which the vote is given or secret ballot requested that such delegate(s) is/are
not authorised to vote or request a secret ballot at the said Congressional
Meeting or, in the case of a secret ballot taken otherwise than on the same day
as the Congressional Meeting or adjourned Congressional Meeting, the time
appointed for taking the secret ballot.
THE EXECUTIVE BOARD
62 The Executive Board shall comprise:
(a)
the
President;
(b)
the
Secretary General;
(c)
the
Treasurer;
(d)
one (1)
Vice-President from each Continental Confederation;
(e)
two (2)
Confederational Representatives from each Continental Confederation;
(f)
one (1)
Divisional Council Representative from each Division; and
(g)
two (2)
Athletes Commission Representatives as appointed in accordance with these
Articles.
63 The Governing Body may, upon the
expiry of each Executive Board Term of Office and at Annual Congressional
Meeting by special resolution, increase or decrease the number of
Directors. The number of Directors at
any time shall not be less than twelve (12) but shall not be subject to any
maximum.
64 Any vacancy on the Executive Board
howsoever occurring may be filled by the Executive Board at its
discretion.
65 The Executive Board is responsible for
the administration of the Governing Body and has the power to delegate any of
its powers, duties or responsibilities as specified under these Articles to any
person, and shall be responsible for, and empowered to undertake any of (but
not limited to), the following:
(a)
proposing
to Congress any modifications and/or amendments to the Constitution;
(b)
publishing
and amending the Handbook and the Bye-laws from time to time;
(c)
drawing
up a List of Obligations for world titled events;
(d)
considering
strategic plans for the future of the Governing Body.
66 The Executive Board shall prepare an
annual directors' report, a budget and a forward plan (altogether referred to
as the "Annual Report")
for each twelve (12) month period commencing on the date of incorporation or
such other period and commencement date as the Executive Board may decide. The
Annual Report shall be presented to Congress at each Annual Congressional
Meeting; or where an Annual Congressional Meeting is dispensed with pursuant to
the Act for any particular year, the Governing Body shall deliver the Annual
Report to each Member in accordance with Article 145.
67 Except where otherwise expressly
provided for in these Articles, Directors shall not be entitled to payment for
their services but may be reimbursed for expenses incurred in accordance with
Article 121.
68 The Executive Board shall meet not
less than once every year and shall be responsible and report to the Members at
each Congressional Meeting.
ELECTIONS AND APPOINTMENTS TO THE EXECUTIVE
BOARD
69 All elections to the positions of
Director of the Executive Board shall take place as follows:
(a)
The
members of the Bureau, as duly appointed under these Articles, shall be
automatically appointed to the Executive Board upon appointment to the Bureau
and the Directors who were previously Directors by virtue of their membership
of the Bureau shall be simultaneously and immediately removed as Directors
serving on the Executive Board; and
(b)
Two (2)
Confederational Representatives from each Continental Confederation, shall be
elected and appointed internally by the Continental Confederation at its annual
congressional meeting and shall thereupon be appointed to the Executive Board
as above; and
(c)
The Divisional
Council Representatives, consisting of one (1) from each Divisional Council,
shall be elected and appointed internally by the Divisional Council delegates
at their annual congress and shall thereupon be appointed to the Executive
Board as above; and
(d)
The two
(2) Athletes Commission Representatives, consisting of no more than one (1)
Athletes Commission Representative from any of the Divisions, shall be elected
and appointed internally by the Athletes Commission and shall thereupon
automatically be appointed to the Executive Board as above.
70 Subject to the provisions of Article
69 above, all members of the Executive Board shall hold office for a term
ending at an Annual Congressional Meeting following completion of a period of
four (4) years’ service in respect of the posts of President, Secretary General
and Treasurer, and a period of two (2) years’ service in respect of the
remaining posts (“Executive Board
Term of Office”). Following
expiry of the Executive Board Term of Office, such persons shall be eligible
for re-election to office unless otherwise expressly provided for in these
Articles.
PRESIDENT EMERITUS
71 Immediately following completion of
elections and appointments to the Executive Board at Annual Congress, the
Executive Board shall be entitled to nominate one previous President to the
office of President Emeritus.
72 Any such nomination by the Executive
Board shall be presented to the Congress by the newly elected President during
Annual Congressional Meeting and as soon as practicable following completion of
the elections.
73 The nominee shall be appointed to the
office of President Emeritus by ordinary resolution of Congress.
74 The President Emeritus shall serve for
a term of two (2) years commencing on the date of his election following which
he shall be entitled to stand for nomination and re-election in accordance with
Articles 71 to 73 (inclusive).
75 The President Emeritus shall exercise
such powers and authority and shall undertake such duties as the Executive
Board may in its absolute discretion determine.
THE BUREAU
76 The Bureau shall comprise the
President, the Secretary General, the Treasurer and at least three (3)
Vice-Presidents (comprising no more than one (1) individual from each of the
Continental Confederations as duly appointed in accordance with these
Articles).
77 Any vacancy on the Bureau howsoever
occurring may be filled by the Executive Board at its discretion.
78 The Bureau shall administer the
day-to-day affairs of the Governing Body in accordance with the advice and
direction of the Executive Board and shall assume any other duties, tasks or
responsibilities delegated or assigned to it by the Executive Board and shall
be responsible for, and empowered to undertake any of (but not limited to), the
following:
(a)
general
administration of the Governing Body, and
(b)
reviewing
the progress of the Governing Body, and
(c)
reviewing
the policies of the Governing Body, and
(d)
marketing
and promoting Water Skiing worldwide, and all events falling under the auspices
of the Governing Body, and
(e)
preparing
the Governing Body’s annual budget.
79 Except where otherwise expressly
provided for in these Articles, all members of the Bureau shall not be entitled
to payment for their services but may be reimbursed for expenses incurred in
accordance with Article 121.
80 The Bureau shall meet as many times as
is necessary for the proper discharge of its duties and shall be responsible
and report to the Executive Board and the Members at Annual Congressional
Meetings.
ELECTIONS TO THE BUREAU
81 All elections for the President, the
Secretary General, the Treasurer and appointment of the Vice-Presidents shall
be conducted at Annual Congressional Meeting and shall be for a term ending at
an Annual Congress following completion of a period of four (4) years’ service
in respect of the posts of President, Secretary General and Treasurer, and a
period of two (2) years’ service in respect of the posts of the Vice-Presidents
(“Bureau Term of Office”). Following expiry of the Bureau Term of
Office, such persons shall be eligible for re-election to office unless
otherwise expressly provided for in these Articles.
82 Nominations for election to the posts
of President, Secretary General, Treasurer and the Vice-Presidents must be
received at the Offices not less than sixty (60) days prior to the date
scheduled for the Annual Congressional Meeting at which the elections are to be
conducted.
83 No nomination to the Bureau shall be
accepted unless:
(a)
it is
made by Affiliate Members in respect of the post of President, Secretary
General and Treasurer; and
(b)
a
statement signed by the nominee confirming his willingness to stand for
election is received at the Offices on or before the closing date for
nominations; and
(c)
a
statement from the nominee is received at the Offices on or before the closing
date for nominations confirming either (i) he has no Material Commercial
Interest(s) relating to Water Skiing or, (ii) if he does have any such
interest(s), then setting out in full the nature and extent of such
interest(s). In the event of (ii), such
statement shall accompany the agenda for the Annual Congressional Meeting at
which the elections are to be conducted.
In the event of any change to the statement from the nominee regarding
such interest(s), the nominee shall notify the Offices of such change not less
than thirty (30) days from the date scheduled for the Annual Congressional
Meeting and in any event, as soon as practicable.
84 Any nominee for election to the
positions of President, Secretary General and Treasurer must have previously
been an officer (or equivalent thereof) of the Former Governing Body, Governing
Body, a Continental Confederation or an Affiliate Member.
85 Each Continental Confederation shall
be entitled to have one (1) Confederational Representative elected to the
Bureau (by way of simple majority) as Vice-President. Each Continental Confederation shall be entitled to nominate up
to a maximum of two (2) candidates to stand for election to the office of
Vice-President. Such nominees must not be either the current president or
secretary general (or equivalent officers thereof) of the nominating
Continental Confederation. Only
Affiliate Members from the same Continental Confederation shall be entitled to
vote in respect of their Confederational Representative(s) who is / are
standing for election as Vice-President and the election procedure specified in
Article 88 shall apply mutatis mutandis.
86 Details of, and information relating
to, nominations received at the Offices shall accompany the agenda for the
Annual Congressional Meeting at which the elections are to be conducted. These shall comprise the following:
(a)
a full
and complete list of accepted nominations;
(b)
any statement(s) made pursuant to Article 83
(c);
(c)
a
statement of reasonable length made by each nominator in support of the
nomination.
87 All elections shall be conducted by
secret ballot.
88 The election for the post of President
shall be conducted first. If there is
only one (1) nominee, such nominee shall be elected President by simple
majority of all votes cast. If a simple
majority is not attained, the chairperson shall declare that further
nominations for the post of President may be received from the floor. If there are two (2) or more contesting
nominees for the post of President, the nominee with the higher / highest
number of votes shall be declared by the chairperson as the elected
President. In the event of a casual
vacancy of the post of President, the Executive Board shall appoint a
replacement to hold office for the remainder of the Executive Board Term of
Office.
89 The election for the post of Secretary
General shall be conducted following the election of the President. The election procedure specified in Article
88 shall apply to the election procedure for the post of Secretary General mutatis mutandis. If the elected President is also a nominee
for the post of Secretary General, he shall automatically be removed from
standing for election for the post of Secretary General. In the event of a casual vacancy of the post
of Secretary General, the Executive Board shall appoint a replacement to hold
office for the remainder of the Term of Office.
90 The election for the post of Treasurer
shall follow the election of the Secretary General. The election procedure specified in Article 88 shall apply to the
election procedure for the post of Treasurer mutatis mutandis. If the
elected President and / or the elected Secretary General is / are also nominees
for the post of Treasurer, he / they shall automatically be removed from
standing for election for the post of Treasurer. In the event of a casual vacancy of the post of Treasurer, the
Executive Board shall appoint a replacement to hold office for the remainder of
the Term of Office.
91 In the event that there is only one
(1) nominee standing for election to an office on the Bureau, the election
procedure specified in Article 88 shall apply mutatis mutandis. In the
event that there are two (2) or more nominees contesting for the same post on
the Bureau, the nominee with the higher/highest number of votes shall be
declared by the chairperson as elected to that post. If in any ballot two (2) or more nominees contesting for the same
post on the Bureau each receive an equal number of votes, the election shall be
re-balloted until such time as an election is made.
92 In the event that more than two (2)
nominees for the offices of President, Secretary General and Treasurer
habitually reside in the same Confederation, only a maximum of two (2) such
nominees may be elected to any of these posts at any one time and any and all
remaining nominees from the same Confederation shall automatically be excluded
from standing for election for any of the above remaining posts (which shall
then only include nominees from other Confederations).
93 No more than two (2) members of the
Bureau shall be habitually resident in the same Affiliated Member country and
no more than three (3) members of the Bureau shall be habitually resident in
the same Confederation. For the purposes of determining the habitual place of
residence of any person, the Executive Board’s decision shall be final and
conclusive.
POWERS OF THE EXECUTIVE BOARD
94 Subject to the provisions of the Act,
the Constitution and to any directions given by special resolution of Congress,
the business of the Governing Body shall be managed by the Executive Board, who
may exercise all the powers of the Governing Body and may pay all such expenses
of, and preliminary and incidental to, the promotion, formation, establishment,
registration and operation of the Governing Body as it thinks fit.
95 The Executive Board may appoint any person to be the agent of the Governing Body for such purposes and on such conditions as it may determine.
96 The Executive Board may exercise all the powers of the Governing Body to borrow money without limit as to the amount and upon such terms and in such manner as it thinks fit, and to grant any mortgage, charge or standard security over its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Governing Body or of any third party.
97 The Executive Board shall be responsible for ensuring the annual preparation of an audited statement of accounts and balance sheet relating to the Governing Body's activities.
98 The Executive Board shall have the power to, and shall be responsible for, the publication of, and amendments to (if any), the Handbook on an annual basis. The Executive Board shall be responsible for amendments to the Bye-laws from time to time as it shall deem appropriate or necessary. Such amendments are separate and distinct from any amendment to the Constitution, which shall require special resolution of Congress.
99 No alteration of the Constitution and no such direction shall invalidate any prior act of the Directors that would have been valid if that alteration had not been made or that direction had not been given.
POWERS OF THE BUREAU
100Subject
to the provisions of the Act, the Constitution and to any directions given by
the Executive Board, the day-to-day administration of the Governing Body shall
be managed by the Bureau pursuant to Article 78 of these Articles and shall
assume any further and / or other duties, tasks or responsibilities delegated
or assigned to the Bureau by the Executive Board in accordance with the terms
of these Articles.
DELEGATION OF POWERS BY THE EXECUTIVE BOARD
101The Executive Board may, as and when
it thinks fit, delegate any of their powers, duties and responsibilities to any
bodies (including, but not limited to, the Bureau) consisting of one or more of
their number and / or individuals who in their sole opinion are considered fit
to perform such functions. They may
also delegate to any Director such of their power(s) as they consider desirable
to be exercised by him. Any such
delegation of power(s) or formation of such bodies may be made subject to any
conditions the Directors may impose, either collaterally with, or to the
exclusion of, their own powers and which may at any time be revoked or altered.
PROCEEDINGS OF THE BUREAU
102Subject always to Article 103, the
Executive Board shall in its absolute discretion prescribe and determine the
powers, authority and proceedings of the Bureau.
103All
resolutions and motions arising at Bureau meetings shall be decided by a two-thirds
(2/3) majority vote.
PROCEEDINGS OF EXECUTIVE BOARD MEETINGS
104Subject always to the provisions of
these Articles, the Executive Board may regulate its proceedings as it thinks
fit.
105Any two (2) Directors may, and the
President upon request by any two (2) Directors shall, call a meeting of the
Executive Board (“Board Meeting”). The President shall preside as chairperson
at each Board Meeting and issues and questions arising at Board Meetings shall
be decided by a simple majority of votes.
Each Director shall have one vote and in the event of an equality of
votes, the chairperson (subject to Article 112) shall have a casting vote.
106The quorum for the transaction of
the business of the Executive Board shall be a two-thirds (2/3) round-up of
those entitled to attend and vote at Board Meetings.
107In the event that postal votes are sought from the Directors, non-returning of votes on or before the specified deadline shall be treated as an abstention.
108The continuing Director(s) may act notwithstanding any vacancies in their number, but, if the number of Directors is less than the number fixed as the quorum in Article 106, the continuing Director(s) may act only for the purpose of filling vacancies or for calling a Congressional Meeting.
109If there is no Director holding the office of President, or if the Director holding it is unwilling to preside, or is not present within fifteen (15) minutes after the time scheduled for the Board Meeting, the Directors present may appoint one of their number to be chairperson of that Board Meeting.
110All acts undertaken by the Executive Board, a Committee or a Divisional Council, or by a person acting as a Director shall, notwithstanding that it is afterwards discovered that there was a defect in the appointment of any Director or that any of them was disqualified from holding office, or had vacated office, or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director (where applicable) and had been entitled to vote.
111A resolution in writing signed by all the Directors entitled to receive notice of a Board Meeting or of a Committee or a Divisional Council shall be as valid and effectual as if it had been passed at a Board Meeting or (as the case may be) a Committee or a Divisional Council meeting duly convened and held and may consist of several documents in the like form each signed by one or more Directors.
112Save as otherwise expressly provided for in these Articles, a member of the Board, Committee and Divisional Council shall not vote on any resolution concerning a matter in which he has directly or indirectly, a Material Commercial Interest or duty which is material and which conflicts or may conflict with the interests of the Governing Body and / or Water Skiing unless such interest(s) or duty(ies) is / are disclosed to the meeting at which such resolution is to be voted on and the remaining members resolve that such interested member may vote on such resolution or, his interest or duty arises only because the case falls within one or more of the following paragraphs:
(a) the resolution relates to the giving to him of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Governing Body or any of its Members; and/or
(b) the resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of the Governing Body or any of its Members for which the interested member has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security.
For the purposes of this Article 112, any interest of a person who is connected with a member shall be treated as an interest of that member.
113A Director shall not be counted in the quorum present at a Board Meeting in relation to any matter on which he is not entitled to vote.
114If any question arises at a Board Meeting or a Committee or a Divisional Council meeting as to the right of a Director or Committee or a Divisional Council member to vote, the question may, before the conclusion of the Board Meeting or Committee or Divisional Council meeting, be referred to the voting members of such Board Meeting or meeting and their ruling shall be final and conclusive.
115A Director may vote for, against or formally register its abstention from voting in respect of any matter put before the Executive Board. If any Director is absent at the time a vote is taken, or elects not to participate in the voting procedure, its position shall not be recorded nor taken into account in determining whether or not the vote has been carried.
116A Director shall vacate office if:
(a) he ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by law (whether English or otherwise) from being a director; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally (whether in England or otherwise); or
(c) he is, or may be, suffering from mental disorder and either:
(i) he is admitted to hospital in pursuance of an application, or the equivalent of this application in any other jurisdiction, for admission for treatment under the Mental Health Act 1974; or
(ii) an order is made by a court having jurisdiction (whether in England or elsewhere) in matters concerning mental disorder for his/her detention or for the appointment of a receiver or other person to exercise powers with respect to his / her property or affairs; or
(d) he resigns his office by three (3) months’ advance written notice to the Governing Body to be received at the Offices; or
(e) he brings, or tends to bring, the reputation of Water Skiing and / or the Governing Body into disrepute in the opinion of a duly convened Congressional Meeting at which a special resolution is passed to remove such Director; or
(f) he shall, for more than six (6) consecutive months, have been absent without permission of the Executive Board from his duties and responsibilities as Director and the Executive Board resolves that his office be vacated; or
(g) has been convicted of a criminal offence and sentenced to a period of imprisonment in any jurisdiction.
117The President, Secretary General and Treasurer shall, unless elected for a further Term of Office in accordance with Article 119, vacate office after serving three (3) consecutive Terms of Office. The Confederation Representatives shall, unless elected for a further Term of Office in accordance with Article 119, vacate office after serving five (5) consecutive Terms of Office.
118Upon earlier termination (for whatever reason) or expiration of the three (3) consecutive Terms of Office in respect of the President, the Secretary General and the Treasurer and five (5) consecutive Terms of Office in respect of the Confederation Representatives shall not be re-elected or appointed to any official position in the Governing Body for a period of not less than two (2) years, save that the Secretary General or Treasurer may, upon expiration of the aforementioned periods of three (3) consecutive Terms of Office, be nominated and stand for election to the office of President.
119Any Director may be nominated for re-election for such further Bureau Term of Office or Executive Term of Office (“Term of Office”) notwithstanding anything to the contrary in these Articles if a special resolution is passed to that effect at the Annual Congressional Meeting immediately preceding the expiry of his fifth (5th) consecutive Term of Office. In the event that such resolution is passed, the Director concerned may then be nominated for re-election at the following Annual Congressional Meeting pursuant to the provisions of these Articles. Any Director, other than the President, Secretary General or Treasurer, having served the maximum Term of Office is immediately eligible for nomination as President, Secretary General or Treasurer.
120The President shall be entitled to invite one representative from each Confederational sub-region that is not already represented on the Executive Board to attend Executive Board meetings as an observer. All such observers shall not have the right to vote, and shall not, unless invited to by the Executive Board, have the right to speak.
REMUNERATION OF DIRECTORS
121Directors shall not be entitled to remuneration for their services but may be reimbursed for expenses incurred in undertaking legitimate work for, or on behalf of, the Governing Body and in accordance with the criteria for expenses prescribed by the Executive Board from time to time. Expenses not approved in advance by the Executive Board shall be borne personally by the Director(s) concerned.
DIRECTORS’ INTERESTS AND APPOINTMENTS
122Each Director shall be obliged to disclose all material interests he has or may have in any matter to be discussed or any business to be transacted. Provided that he has disclosed to the Executive Board the full nature and extent of any such material interest(s), a Director, notwithstanding his office:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Governing Body or in which the Governing Body is otherwise interested; and / or
(b) may be a Director or other officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Governing Body or in which the Governing Body is otherwise interested; and / or
(c) shall not, by reason of his office, be accountable to the Governing Body for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
123For the purposes of Article 122:
(a) a general notice given to the Executive Board that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested, shall be deemed to be a disclosure that the Director concerned has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a Director has no knowledge of, and of which it is unreasonable to expect him to have knowledge of, shall not be treated as a material interest of his.
DIVISIONAL COUNCILS
124Each Divisional Council shall be responsible for the administration, officiating of competitions and technical development of its respective Division subject to the Bye-laws. Divisional Councils shall carry out such other duties as may be prescribed or determined by the Executive Board and set out in the Handbook, and shall be accountable to, and report to, the Executive Board from time to time and upon written request by the Executive Board.
125The duties & proceedings, composition & voting and frequency of meetings for each Divisional Council shall be set out by the Executive Board in the Byelaws.
126Each Divisional Council shall appoint a Divisional Council Representative onto the Executive Board in accordance with the terms of these Articles.
127Each Divisional Council shall elect and appoint from its members a chairperson to preside over Divisional Council meetings.
128REMOVED
TELEPHONIC MEETINGS OF THE EXECUTIVE BOARD, BUREAU, COMMITTEES AND DIVISIONAL COUNCILS
129Board Meetings and Committee and Divisional Council meetings may be conducted by means of telephone, video conferencing or similar communication media (“Telephonic Meeting”). Participation in Telephonic Meetings shall be deemed to constitute the presence in person of such participant at such meeting. The location of each Telephonic Meeting shall be deemed to be the place at which the chairperson of that meeting is located at the time of commencement of that meeting.
130At the commencement of each Telephonic Meeting, each participant must acknowledge his presence for the purpose(s) of the Telephonic Meeting to all the other participants.
131A Director or Committee and Divisional Council member may not leave the Telephonic Meeting by disconnecting his telephone or other communications media unless he has previously obtained the express consent of the chairperson of that meeting. A Director or Committee and Divisional Council member shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the Telephonic Meeting unless he has previously obtained the express consent of the chairperson to leave the meeting as aforesaid.
132Minutes of the proceedings of each Telephonic Meeting shall be conclusive evidence of such proceedings and of the observance of all necessary formalities if certified as correct by the chairperson of each such meeting.
ELECTRONIC-MAIL BALLOT VOTING
133The Executive Board, the Councils, Commissions and Committees may vote by way of electronic-mail balloting. A quorum comprising two-thirds (2/3) rounded-up of those entitled to attend and vote at the Meetings must respond including specific declarations of abstention. The non-returning of a vote on, or before, the specified date shall be treated as an abstention and ignored for the purpose of voting. A decision shall be made by simple majority of the actual votes cast. The specified date shall not be less than ten (10) whole days from the date of the originating requested vote.
MINUTES
134The Executive Board, Committees and Divisional Councils shall ensure that minutes are recorded and books kept in relation to:-
(a)
all
appointments made; and
(b) all of the names of the Directors or any Committee or Divisional Council members; and
(c) all resolutions and proceedings at all such meetings of the Executive Board, Committees and / or Divisional Councils, such minutes shall include details of those present, the location, the time and the date of the meeting.
135The minutes of any meeting, if signed by the chairperson of such meeting, or by the chairperson of the next succeeding meeting, shall be conclusive evidence without any further proof of the facts therein stated.
EXECUTIVE DIRECTOR
136Subject to the provisions of the Act, the Executive Board may appoint an Executive Director who shall be employed by the Governing Body for such term and on such conditions as it may think fit. The Executive Director shall perform the day to day administration and management of the Governing Body and such other tasks as the Executive Board shall determine from time to time.
COMPANY SECRETARY
137Unless otherwise appointed by the Executive Board (for such term and upon such conditions as it may think fit), the Secretary General shall also act as company secretary in accordance with the provisions of the Act. The company secretary may be replaced by the Executive Board in its discretion. The Executive Board may from time to time appoint an assistant or deputy company secretary, and any person so appointed may act in place of the company secretary if there is no company secretary or no company secretary capable of acting.
MANAGEMENT AND OTHER EMPLOYEES
138The Executive Board may, at its discretion, appoint, remove or suspend such managers, officers, clerks, secretaries, agents or servants whether for permanent, temporary or special services, as it may from time to time think fit, and shall determine their powers, duties and responsibilities.
THE SEAL
139The Executive Board shall provide for the safe custody of the seal, which shall only be used by the authority of the Executive Board or of any Committee or Divisional Council previously authorised by the Executive Board in that behalf. Every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the company secretary or by a second Director or by some other person appointed by the Executive Board for the purpose, and in favour of any purchaser or person bona fide dealing with the Governing Body, such signature shall be conclusive evidence of the fact that the seal has been properly affixed.
ACCOUNTS
140The Executive Board shall ensure that proper accounting records are kept in accordance with section 221 of the Act.
141The accounting records shall be kept at the Offices or, subject to section 222 of the Act, at such other place or places as the Executive Board thinks fit, and shall always be open to inspection by the Directors.
142The Executive Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Governing Body or any of them shall be open to inspection by Members. No Member shall have any right to inspect any account or book or document of the Governing Body except as conferred by statute, or authorised by the Executive Board or by Congressional Meeting, or pursuant to these Articles.
143At each Annual Congressional Meeting, the Executive Board shall present to Congress a proper income and expenditure account for the period since the last preceding account (or in the case of the first account, since the incorporation of the Governing Body) made up to 31 December in every year, together with a proper balance sheet made up to the same date.
144A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be presented to Congress at each Annual Congressional Meeting, together with a copy of the Annual Report shall be sent to every Member and Director not less than thirty (30) days prior to the date scheduled for the Annual Congressional Meeting. Provided that this Article 144 shall not require a copy of those documents to be sent to any person of whose address the Governing Body is not aware.
145The Executive Board shall ensure that the annual statement of accounts and balance sheet be prepared as soon as practicably possible after the financial year end to which the accounts relate, and in any event not later than six (6) months from the financial year end. In the event of an Annual Congressional Meeting not being scheduled within nine (9) months of preparation of the accounts and balance sheet, the Executive Board shall arrange for a full copy of the profit and loss account, balance sheet and Annual Report to be dispatched to all Members not later than thirty (30) days thereafter. Notwithstanding this procedure, such accounts shall be tabled for the inspection of the Members at the next following Annual Congressional Meeting.
AUDIT / ACCOUNTANT’S REPORT
146The Executive Board shall ensure that the accounts of the Governing Body are examined, and the correctness of the income and expenditure account and balance sheet ascertained, by one or more properly qualified accountant or accountants not less than once in every year.
NOTICES
147Any notice to be given to, or by, any person pursuant to these Articles (including but not limited to, notices calling a Board Meeting or Congressional Meeting) may be delivered personally or sent by first-class prepaid post to the registered address. Notice may be in writing or in any form of electronic communication whereby proof of receipt can be established.
148Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
WINDING-UP AND DISSOLUTION
149Paragraphs 8 and 9 of the Memorandum relating to the winding-up and dissolution of the Governing Body shall have effect as if the provisions thereof are repeated in these Articles.
INDEMNITY
150Subject to the provisions of the Act but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director or other officer of the Governing Body shall be indemnified out of the assets of the Governing Body against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Governing Body.
151The Executive Board may, if it thinks fit, purchase and maintain for any Director or other officer of the Governing Body insurance against any liability they may incur in the lawful and authorised execution and discharge of their duties or otherwise in relation thereto.
COURT OF ARBITRATION FOR SPORT
152Any dispute arising from, or related to, the Constitution or the Bylaws, or the Handbook or any decisions, directives, rules and regulations issued by the Governing Body) shall be submitted exclusively by way of appeal to the Court of Arbitration for Sport in Lausanne, Switzerland, which shall resolve the dispute definitively in accordance with the Code of Sports-related Arbitration. The time limit for appeal is twenty-one (21) days after the receipt of the decision concerning the appeal.
This Articles of the Association were approved by
the Extraordinary Congress on 21st September 2002 in
Roquebrune-sur-Argens/France and have been amended by the Extraordinary
Congress on 30th August 2007 in Linz/Austria
Signed by
Kuno Ritschard,
President
Gillian Hill, Secretary General