Constitution and By-Laws

 

BY-LAWS OF THE INTERNATIONAL WOMEN’S CLUB OF LEIPZIG E.V.

Article I

Name

The name of this organisation shall be the International Women’s Club of Leipzig e.V. It is a non-profit, non-political, non-denominational organisation, registered with the Vereinsregister des Amtsgerichts Leipzig (Club Register of Leipzig), hereafter referred to as IWC. The IWC is located in Leipzig.

 

Article II

Language

The official language of the IWC is English.

 

Article III

Purpose

A The objective of the Club shall be to assist international women and their families in the Leipzig area in adjusting to living in Germany, promote cultural exchange among Internationals and Germans, and inform members about issues which affect them, as women, living in a foreign country.

B The objective of the Club shall be realised through lectures, seminars, programmes, publications, exchanges, travel, cultural and special events. In addition, the IWC shall sponsor and participate in charitable functions. The profits from the events shall be used to further the objectives of the IWC and provide funding for contributions to recognised charities.

C IWC of Leipzig e.V. shall pursue non-profit, educational, social and charitable purposes, in accordance with the German tax law titled “steuerbegünstigte Zwecke” (purposes which are entitled to tax privileges). Funds of the IWC shall be used solely in the pursuance of purposes restricted by statutes. All payments to members shall be strictly in accordance with the objectives and purpose of the organisation. No member shall receive disproportionate remuneration for services rendered to the IWC.

 

Article IV

Year

The Fiscal and Board Year of the IWC runs from July 1 to June 30.

The Membership Year of the IWC runs from September 1 to August 31.

 

Article V

Membership

The IWC comprises of Voting Members, Corresponding Members and Honorary Members. All decisions regarding applications are the ultimate responsibility of the Board, whose rulings are binding. Membership is granted only upon payment of dues and receipt of an application form.

A. Voting Membership

1 Voting membership shall be granted to all foreign women living in the Leipzig area who are interested in the objectives of the IWC.

2 Women with voting membership are those “international German” women living in Leipzig and the surrounding area, who have an interest in the aims of the IWC Leipzig.”International Germans” are defined as those women who either are married to a foreigner or have a child who has foreign or double citizenship or who has lived outside Germany for a minimum of 18 months.

3 Voting membership may be granted to German women up to a maximum of one half (1 / 2) of the membership referred to under A.1. The membership roster shall be reviewed as necessary to maintain this proportion.

4 Voting members are obliged to renew their membership annually.

B. Corresponding Membership

1 Corresponding membership is available to active members who have moved out of the Leipzig area and for those on the waiting list.

2 Corresponding members subscribe to the newsletter.

3 Corresponding members may attend two (2) general meetings.

4 Corresponding members are not eligible to vote, serve on the Board or attend activity groups. They may attend open, special events at non-member prices.

5 Corresponding members must renew their membership annually.

C. Honorary Membership

1 Any influential woman who is ineligible for active membership, but who has displayed extraordinary interest in IWC, may be voted to Honorary Membership by the Board. This honor shall be conferred by unanimous vote for that particular Club year. Honorary Members shall enjoy all the privileges of IWC, but shall not vote, hold office or pay dues.

Membership in the IWC terminates through resignation, non-renewal of membership or death.

 

Article VI

Dues

Dues are determined annually by the Board. Proportional payment is possible after Feb. 1. Corresponding Members pay a portion of the annual dues in accordance with expenses to the IWC.

 

Article VII

Quorums

1 Annual General Meeting: Twenty percent (20%) of the current active Voting Members, including three elected officers, shall constitute a quorum of the IWC. Verified absentee ballots may be utilized to make up a quorum. Governing Board Meetings: Fifty percent (50%) of the Governing Board, not including the President, shall constitute a quorum of the Governing Board.

 

Article VIII

Governing Board

A. Composition

1 The IWC shall be guided by a Governing Board, elected from the Voting Members. This Governing Board shall consist of the Executive Board and the Board of Officers. The Executive Board shall be comprised of three persons, the President, Vice-President and either the Secretary or Treasurer. The Board of Officers shall be comprised of those positions the Governing Board deems necessary for the efficient operation of the Club. The composition of the Board of Officers shall be determined annually by the Governing Board and shall be published in the Club newsletter along with a slate of candidates prior to the annual election. Once a position on the Board of Officers is filled by the election of a candidate, the position may not be eliminated until the next general election unless it becomes vacant. Vacant positions may be eliminated from the Board of Officers by a simple majority vote of the Governing Board.

2 The Governing Board shall be responsible for the administration of the IWC and any decisions of policy.

3 To maintain the international flavor of the IWC, the Governing Board should be proportional to the voting membership, i.e. up to a normal limit of thirty-three percent (33%) German women. The Governing Board may elect to increase this proportion to forty-eight percent (48%) in extenuating circumstances.

4 If requested by a Board member, or deemed necessary by the Governing Board, a board member may have an assistant. The assistant may be nominated by the requesting board member or by a member of the Governing Board. The assistant must be a Club member and be approved by a majority vote of the Board. The assistant may attend board meetings in the absence of the elected board member, may be counted for the determination of quorum and may vote.

 

B. Legal Representatives

 

The President and Vice-President, or one of the two together with either the Secretary or Treasurer, shall represent the IWC formally and in accordance with German civil law.

 

C. Filling Vacancies on the Board

The Board shall elect persons to fill vacancies on the Board. The officer elected in this manner shall serve only until the next regular election. The Vice-President shall fill the vacancy of the President; however, in the event of an emergency, the Governing Board may appoint a new President to serve until the next regular election.

 

D. Removal of Board Members

Any member of the Governing Board may be removed from office for failure to perform their official duties.

 

The issue of removal may be brought to a vote before a quorum of the Governing Board under the following conditions:

1 The board member has failed to attend three (3) consecutive board meetings and has failed to request a Board-approved assistant, or

2 The board member has failed to file a verbal or written monthly report for three (3) consecutive months, or

3 The board member has failed to perform her official obligations to such an extent that the performance of other members´ official duties is severely impeded or the membership as a whole is grossly impacted.

When the issue of removal is brought up, it shall not be immediately discussed, but shall be placed on the agenda of the next scheduled board meeting. Written notice shall be given to the party sought to be removed at least two (2) weeks prior to the meeting that the issue is on the agenda. This notice shall be mailed by Einschreiben (certified mail). Proof of mailing shall establish constructive notice. No member shall be removed except by a two-thirds (2/3) vote of the entire Governing Board, and after being afforded an opportunity to be heard.

E. Any changes in the composition of the Governing Board shall be reported in the Club newsletter.

 

Article IX

Annual General Meeting

Terms of Office

The Annual General Meeting (AGM) shall take place in May. The Board will call the AGM at least two (2) weeks in advance by announcing the proposed agenda in writing. Minutes shall be kept at this meeting to be signed by the President and one other member of the Executive Board. The minutes, which shall include all constitutional changes as well as the election results, shall be transcribed and translated into German. Copies of the signed minutes shall be provided to the Vereinsregister des Amtsgerichts Leipzig (Club Register of Leipzig) in accordance with German law.

All board members shall be elected during the Annual General Meeting. The method of election shall be determined and managed by the Governing Board. The election shall be decided by a majority vote of a quorum of the Voting Membership. The term of office for all board members shall be one (1) year. A board member may serve in the same office for two (2) consecutive years. Any other exceptions must be approved by the Governing Board.

Nominations will be received anonymously in written form and from the floor. All nominations must be submitted by the April general meeting to be published as a slate of candidates in the May newsletter.

 

Article X

Amendments

The By-laws may be amended at any time by a two-thirds (2/3) majority vote of a quorum of the Voting Membership, providing the amendment, or notice thereof, shall have been submitted to the Membership at least one month before the voting date. Verified absentee ballots shall be valid. All changes to By-laws must be approved by the Finanzamt (German tax authorities).

 

Article XI

Dissolution of the Club

Upon dissolution or disbandment of the IWC, or upon the abolition of its currently stated purpose, all property belonging to the Club shall be given to an organisation under the public laws or to another organisation which has the stated tax-privileged objective of promoting cross-cultural contacts and understanding.

 

Article XII

Savings and Severence Clause

All By-Laws, standing rules, regulations, and policies currently in effect and not in conflict with this constitution, shall remain in full force and effect without the necessity of ratification.

If, for any reason, any portion of this constitution is deemed unconstitutional or in conflict with German law, that portion or clause shall be deemed severable from the remainder of the constitution which shall remain in full force and effect.

Leipzig, June 13, 2003