Women for Independence Constitution
A. Name of Association
The full name of the association is Women for Independence – Independence for Women
The governing body of the Association will be its Annual General Meeting, as provided by sub-section E (“the AGM”). The AGM will be the sovereign body of the association.
Between AGMs, decisions will be made by its Council, as provided by clause G (“the Council”)
The Association will be managed between meetings of these two bodies by members of the National Committee, as provided by clause H (‘the National committee’).
The association’s aims (‘the objects’) are;
To promote the causes of Scottish independence and other constitutional changes likely to contribute to greater home-rule for Scotland.
To campaign for fair and equal gender representation in public and political life in Scotland, and for other causes likely to further the interests of women in Scotland and enhance democracy.
To help women to organise in their own communities in pursuit of these aims.
To organise national training, policy-making and education events for members to help them to meet the aims of the association.
To support a network of like-minded women throughout Scotland and internationally.
Membership is open to all self-identified women who agree with the aims of the Association.
Membership is restricted to natural persons. That is to say, individuals, not organisations or corporate bodies.
Members need not be resident in Scotland.
Annual membership fees shall be agreed at the AGM, and will include provision for unwaged women to join.
The sovereign governing body of the Association will be its Annual General Meeting, which will be held in November every year.
Every member of the Association is entitled to one vote at the AGM.
Notification of the venue and time for the AGM will be sent out electronically to all members at least four full weeks before the AGM takes place.
The Association will aim to find a way of ensuring that digitally excluded women can also participate in its internal democracy. This is a statement of intent. The constitution will be duly amended when this is in place.
There will be no casting vote at the AGM. Where a vote is tied, the issue under discussion will be remitted to the next meeting of National Council for resolution.
There will be no proxy or postal votes for decisions made at the AGM; only members physically present may vote.
The Woman for Independence AGM takes place every November. If a Scottish independence referendum is called up to three months before or three months after the agreed date of the AGM, then the national committee have the power to alter the date of the AGM by up to 3 months before or after the previously agreed date for that one specific year only. If the date of the AGM is altered then any national committee elections will be altered also to fit in with the new AGM date. If the AGM is postponed until the January or February of the following year, there will still be an AGM in the November of that year.
E.1. Powers and Responsibilities of the AGM
The AGM is responsible for;
1. Receiving and approving a financial report covering the previous twelve month’s activities of the Association.
2. Receiving, discussing, amending and approving written and verbal reports concerning the activities of both the National Council and the National Committee of the Association.
3. Discussing the overall strategic and political direction of the Association.
4. Ratifying the results of elections to the National Committee on a bienniel basis.
5. Ratifying the affiliation of local groups on an annual basis.
F. Emergency General Meetings
1. An emergency General Meeting (EGM) will be called at the instigation of any of the National Committee, the National Council, or on receipt by the National Committee of a request for an Emergency AGM made by fifty members of the association.
2. EGMs must only be called to deal with specific, identified business of a controversial or urgent nature.
3. Notification of an EGM must be made to all members electronically at least 14 days before the meeting is due to take place.
4. Decisions of an EGM must be ratified (or otherwise) formally by the next AGM.
G. National Council
The National Council of the Association will meet three times a year, at quarterly intervals, except for that quarter when the AGM is meeting.
The membership of the National Council shall be the National Committee, plus two representatives of each group affiliated to the Association under the terms of clause K of this constitution.
The group representatives must be individual members of the Association.
Between AGMs, the National Council shall be the sovereign decision-making body of the Association.
G.1. Duties and Responsibilities of the National Council
1. The National Council shall receive interim updates on financial, business and strategic business of the association.
2. It shall plan the further activities of the association.
3. It shall deal with any interim affiliation requests from local Women for Independence groups, and make other interim arrangements as required for, for example, filling vacant positions on the National Committee.
4. It shall discuss and make decisions as required for the efficient operation of the association subject to final ratification of any decisions at the next AGM.
5. The National Council is empowered to overturn any decisions made by the National Committee.
H. National Committee
The National Committee will meet regularly as required between meetings of National Council and the AGM to deal with the business of the association.
The National Committee will be made up of 20 named individuals who will be elected every two years. Bienniel elections to the national committee will begin from the 2018 AGM with those announced as elected to the national committee at AGM 2018.
All National Committee members must be members in good standing of Women for Independence, and must maintain their membership for the duration of their service on the National Committee.
To ensure geographical representation, the National Committee aims to consist of at least two women from each of the eight regions which elect list MSPs to the Scottish Parliament.
The National Committee may take out indemnity insurance to protect the committee members for liabilities they may incur for negligence, default, breach of duty or breach of trust, excluding;
• All fines
• Costs of unsuccessfully defending criminal prosecutions for offences arising out of fraud, dishonesty, or wilful or reckless misconduct; and
• Liabilities to the association resulting from conduct that the committee member knew, or might be assumed to have known, was not in the best interests of the association, or that the committee member did not care whether it was in the best interests of the association.
The following powers may be used by the National Committee provided that:
• They are used to promote the objects;
• The National Committee complies with all relevant laws; and
• Consents are obtained where necessary.
i Power to invite and receive contributions.
ii Power to raise funds.
iii Power to sell, lease or dispose of all or any part of the organisations property.
iv Power to cooperate with other organisations of all types which have identical or similar objects, and to exchange information and advice with them.
v Power to establish any advisory committees necessary.vi Power to do all other things necessary for the achievement of the objects.
H2 - Termination of Membership of the National Committee
A member will no longer be a member of the National Committee if she;
1. Becomes legally incapable by reason of mental disorder, illness or injury, of managing her own affairs.
2. Ceases to be a member of the association.
3. Is absent without apologies from all National Committee meetings held over six months, and the National Committee resolves that her office be vacated
4. Notifies the National Committee that she no longer wishes to be a member
5. In the event that the National Committee has less than five members, an emergency AGM shall be called following the procedure laid down in clause F of this constitution.
H3 – Election of Members to National Committee
The Women for Independence National Committee will aim to consist of at least two women from each of the Scottish regions used to elect Members of the Scottish Parliament.
These eight regions are:
Highlands and Islands
Mid Scotland and Fife
North East Scotland
Women who do not live in Scotland but are members of Women for Independence will be eligible to stand for the National Committee but only for one of the four spaces not pre-allocated to one of these eight regions.
I. National Committee and National Council Members and personal interest
1. Except in keeping with sub-clause 2 of this clause, no member of the National Committee or the National Council may have any interest in property belonging to the Association or receive payment from or have an interest in (except as a member of the National Committee or National Council) any contract entered into by the National Committee or National Council This sub-clause shall not affect the National Committee’s right to obtain indemnity insurance as described in sub-clause 5 of Clause H.
2. A member of the National Committee or National Council can be repaid for any reasonable out-of-pocket expenses incurred on behalf of the association.
J. - Meetings and Proceedings of the AGM, National Council and National Committee
1. Each of these bodies shall meet regularly within the terms of this constitution.
2. All meetings of the AGM, the National Council and the National Committee shall be chaired by a member of the National Committee.
3. For all Women for Independence meetings, the quorum will be at least one-fifth of the members entitled to be present. Decisions made by an inquorate meeting must be ratified by a subsequent quorate meeting to be valid.
4. All Women for Independence meetings will aim to reach decisions by consensus. Where this is not possible, matters will be decided by a simple majority of votes of the attending members. In the case of equality of votes, the issue will be remitted to an appropriate body for further consideration.
5. The National Committee is responsible for calling and organising meetings of National Council and for the conduct of the AGM.
K. Local Groups
Local Women for Independence groups are autonomous, and responsible for their own structures, organisation and activities.
In order to be entitled to use the services (including the intellectual property) of Women for Independence, groups must affiliate to the association annually, with the decision as to whether a group can affiliate or not being made at the AGM of the association.
Affiliated groups will receive support from the National Committee with publicity and organisation subject to the overall resources of the Association. Each affiliated local group is entitled to send two representatives to meetings of the National Council.
All affiliated groups must share the objects of the Association.
Local Women for Independence groups may include women who are not members of the Association. However, their two representatives to National Council must be members in good standing of the Association.
K.1 Affiliation Process
1. Each local Women for Independence group seeking to affiliate to the Association must intimate this before the start of the AGM every year.
2. At the AGM, the names of local groups seeking affiliation will be read out, and it is open to any member to challenge the affiliation.
3. Where there is no challenge to a local group’s application to affiliate, it will be approved by acclamation at the AGM.
K.2. Challenges to Local Group Affiliation
1. It is open to any member present at the AGM (or other meeting as allowed for in Clause K.8 below) to challenge the affiliation of any local group.
2. She will be given the floor to explain the reasons for this challenge, and the local group will be given a chance to put its case in response.
3. The person chairing the meeting will have the power to judge whether or not this matter should be more widely debated by other members present, or to take it directly to a vote following the two statements.
4. The decision shall be made by a simple majority, based on a show of hands, of members present.
K.3 Interim Affiliation
1. Situations will arise where a local group is formed between AGMs and would like interim affiliate status to enable it to send two delegates to National Council and otherwise participate in the life of the Association. Depending which one meets next, National Council or the National Committee may agree to the interim affiliation of any local group
2. Interim affiliations will be ratified at the AGM along with the annual ratification of established groups.
L. Receipts and Expenditure
1. The funds of the Association, including all donations, contributions and bequests, will be paid into an account operated by the National Committee in the name of the association, at a bank chosen by the National Committee. All cheques drawn on the account must be signed by at least two members of the National Committee.
2. The funds belonging to the Association will be used only to further the objects.
1. The Association will not buy land or heritable property and should it become the owner of such, it will dispose of it in the way that will best serve to further the objects of the Association.
2. Such property as is required in order to meet the objects of the Association will be acquired by the National Committee and held by them only for the purposes of furthering the objects.
The National Committee will keep a record of income and expenditure which it will make available electronically to all members of the association.
O. Alterations to the Constitution
1. This constitution may be altered by a resolution passed at a duly constituted AGM or EGM.
2. Constitutional amendments will require the support of two-thirds of the eligible voting members present at the AGM or EGM.
3. Any proposed alterations to the constitution must be intimated electronically in writing to all Association members fourteen days in advance of the meeting.
4. Any member of the Association may request a change to the constitution by intimation to the National Committee, who will be responsible for organising the process as described in clauses O1-3.