Constitution

CONSTITUTION 

Contents 

Article 1 – Name and Objectives 

Article 2 – Categories of Membership 

Article 3 – Admission of Members 

Article 4 – Termination of Membership 

Article 5 – Subscriptions 

Article 6 – Bye-Laws 

Article 7 – Committee 

Article 8 – Officers 

Article 9 – Meetings and Elections 

Article 10 – Dissolution 

Article 11 – Amendments 

Article 1 – Name and Objectives 

SEC 1 The name of this organisation shall be the WOMEN IN ADVERTISING AND COMMUNICATIONS  LONDON Club hereinafter called WACL or the Club. The Club’s financial transactions shall be recorded through  a limited company structure, as required by the relevant legislation from time to time. 

SEC 2 Communications shall be directed to any one of the Officers of the Club and the place of the Committee  meetings shall be as determined by the Executive Committee each year. 

SEC 3 The Objectives of the Club shall be:  

WACL is a network of the most influential women in the advertising, marketing, commercial media and  communications business. It is a supportive and spirited group of individuals who meet to enable women in our  industry to reach their potential and retain senior positions. It does this in a number of ways: 

networking via dinners and events  

providing inspiration and aspiration for women in our industry via events such as the WACL training  forum and WACL workshops  

influencing our industry on issues affecting women at all stages of their career  

fundraising for charities chosen by WACL members 

Article 2 – Categories of Membership 

SEC 1 There shall be four categories of membership – Full membership, Honorary membership, International  membership and Associate membership. The number of Full members shall be agreed by the Executive  Committee at the start of the year. The number of Honorary members shall be restricted to 10. The number of  members in any category shall at all times be at the discretion of the Executive Committee.  Only Full and Honorary membership shall carry full voting rights. 

SEC 2 Full membership – this shall be restricted to women in advertising, marketing and related businesses who  have occupied a senior executive position for not less than five years prior to nomination.  Honorary membership – this shall be restricted to: 

  1. Past office holders to whom membership shall only be offered after five years’ full membership following  the end of their term of office.  
  2. Full members who, in the view of the Executive Committee, have done special service to the Club. 

SEC3 International membership: If a member, who has been with the Club for 2 years, takes up an international  position which requires her to be domiciled overseas, then her membership may continue by paying the Full  membership subscription, but with dispensation on the attendance at the AGM and the “3 event rule” . 

SEC 4 Associate status is in the gift of the President and her Executive Committee and may be offered to a  member who:  

Retires from active work altogether. 

Retires from executive work to take up non-executive or plural role. 

Transfers to other executive work outside the world of communications and would no longer be eligible  to join the Club as a new member but wishes to remain involved with WACL and continues to pay full  subscription. 

In one or more of the following circumstances: 

  1. Having been a member for not less than four years, having fulfilled the membership requirements. 2. Having served as an Officer. 
  2. Having performed special service to the Club (in the view of the Executive Committee). 

SEC 5 All Full members shall be expected to take an active role in the Club. This includes attending the AGM,  attending at least 3 dinner or lunch events each year and participating in the activities of the Club. 

Article 3 – Admission of Members 

SEC 1 Candidates for Full membership shall be proposed by one member and seconded by another, to one of  whom the candidate must be personally known. The power to elect and remove members is vested solely in the  Executive Committee. The Executive Committee may, in its discretion, and without giving its reasons therefore,  decline any nomination. 

SEC 2 The election of a Full member shall be notified to her at once, by an invitation from the President.  Acceptance of this offer of membership shall be contingent upon the new member’s agreement to adhere to the  Club’s requirements as specified by the Secretary. 

Following the new member’s in principle acceptance of membership the Secretary shall issue a copy of the  constitution and the “Unwritten Rules of WACL” and the Treasurer will issue a subscription request. The new  member will be allocated a buddy in addition to her proposer and seconder. The new member will be encouraged  to join a Committee and become an active member of the Club. The new member must formally acknowledge her  understanding of and agreement to abide by the constitution and bye-laws and that her acceptance of  membership connotes her commitment to the Club. The subscription must be paid by return. 

SEC 3 Honorary membership is WACL’s highest honour and is awarded to members at the Executive  Committee’s discretion for outstanding contributions to the industry and the Club. Candidates for Honorary  membership shall be proposed by one member of the Executive Committee and seconded by another. The  power to elect and remove members is vested solely in the Executive Committee who may, in its discretion and  without giving its reasons therefore, decline any nominations. 

SEC 4 The election of an Honorary member shall be notified to her at once by an invitation from the president. 

SEC 5 Full Members wishing to become an International or Associate member should write directly to the  President giving their reasons. 

Article 4 – Termination of Membership 

SEC 1 Membership of the Club may be terminated as follows: 

  1. By voluntary resignation signified in writing to the Secretary before 1 October in the current year.  Failing such notice a member will be liable for her subscription for the ensuing year whether availing  herself of the advantages and privileges of the Club or not.  
  2. By failure to pay subscriptions when they shall become payable as provided in Article 5, Sec 3.  3. By a violation of any of the provisions of the Constitution or bye-laws; or by any act or conduct  which the Executive Committee may deem detrimental to the best interests of the Club. 4. By the absence on the part of a full member from the AGM, failure to attend a minimum of at least  three formal Club dinners or lunch events in any one year – unless in the opinion of the President  and Executive Committee there is a reasonable explanation of her absence. This will be reviewed  by the Executive Committee following the AGM. 
  3. By a lack of active participation in the Club on the part of a Full member – unless in the opinion of  the President and Executive Committee there is a reasonable explanation of her lack of active  participation. This will be reviewed by the Executive Committee following the AGM.
  4. A Full member who relinquishes active work, or changes her employment to take up a post in  respect of which she would not normally be eligible under Article 2, Sec 2, shall not retain  membership for a period of more than 12 months unless at the express agreement of the Executive  Committee. However they can be re-admitted to the club in the future when they meet the  membership criteria. A former member shall take precedence over new candidates for membership.  

SEC 2 Any member on resigning shall liquidate immediately all outstanding indebtedness and obligations to the  Club. 

SEC 3 Termination or resignation shall operate as a release from all right, title and interest in or to the assets,  advantages and privileges of the Club which membership therein confers. 

SEC 4 Any member ceasing to be a member of the Club by resignation or otherwise shall not be entitled to the  return of any portion of her annual subscription. 

Article 5 – Subscriptions 

SEC 1 The annual subscription for Full members shall be such sum as the Executive Committee may from time  to time determine. 

In addition to the power to vary the sums payable for subscriptions the Executive Committee may, either for a  period or periods, require an entrance fee to be paid with power to waive such entrance fees in special cases. 

SEC 2 The annual subscriptions for Associate members shall such sums as the Executive Committee may from  time to time determine. Past Presidents, in gratitude for their services, may become an Associate on retirement  or at an earlier date to be agreed by the Executive Committee without any subscription for the first five years.  Past Presidents prior to 2003/4 are entitled to free Associate membership for life. 

SEC 3 The Club’s financial year-end shall be 31 July or such other date as the Executive Committee  may from time to time determine. The Treasurer will present the statutory accounts for the prior year as  

filed with Companies House, the forecast management accounts for the current year together with the  subscription amounts for the forthcoming year at the Annual General Meeting held in July. 

SEC 4 All annual subscriptions shall be payable in advance of, or on, 1 October in each year. First subscriptions  for new Full members shall be payable in advance immediately upon election and shall be the proportion of the  annual subscription for the remaining portion of the year in which they are elected calculated up to the following 1  October. 

SEC 5 No member whose subscription is in arrears shall be entitled to be present or vote at any meetings of the  Club and any member whose subscription shall be 90 days in arrears shall, in the event of the Executive Committee so directing, cease to be a member, and shall, in such case, forfeit all privileges and rights as a  member, but shall pay to the Club all arrears of subscriptions due from her.

Article 6 – Bye-Laws 

SEC 1 The members of the Club shall in all respects conform to and obey and submit to be bound by the bye laws for the time being of the Club. 

SEC 2 The Club may make such bye-laws and from time to time make such alteration in or modifications of or  additions to the bye-laws for the time being of the Club as they shall think fit. Upon any such bye-laws,  alterations, modifications or additions being made the secretary shall immediately give notice thereof to the  members of the Club, and upon the expiration of 30 days after the date of such notice the same shall become  and be binding on all the members of the Club. 

Article 7 – Committee 

SEC 1 The business of the Club shall be managed by the Officers and an Executive Committee consisting of the  most recent Past President and eight other members to be elected at the Annual General Meeting of the Club.  The eight members of the Executive Committee shall each serve for a period of two years with one half of four  being elected on alternate years at the Annual General Meeting of the Club. The members of the Executive  Committee shall serve for a period of two years, starting automatically at the end of such period except that the  first Executive Committee elected shall retire after only one year’s service, four of their number being re-elected  by ballot at the Annual General Meeting of the Club. Any member who is unavoidably prevented from attending  the Annual General Meeting may appoint a proxy to record her vote(s), the usual form of proxy being used. The  Executive Committee shall have general charge of the affairs, funds and property of the Club. It shall be their  duty to carry out the purposes of the Club according to its constitution and bye-laws. 

SEC 1A The Club may employ a paid Club Administrator for assistance on a part-time or temporary basis to  assist the officers in the administration of their duties. The amount of time involved shall be agreed by the  Committee who in deciding upon such matter shall take into account both need and affordability. 

SEC 2 At the Annual General Meeting each year the President, Vice-president, Secretary, Treasurer and Dinner  Secretary shall be elected, and they shall hold office until re-elected at the next Annual General Meeting or until  their successors are elected, whichever event shall first happen. 

SEC 3 The Officers shall submit at each Annual General Meeting a general report of the affairs of the Club. 

SEC 4 The Executive Committee shall meet when necessary, but not less than four times per annum. Special  meetings may be called by order of the President or, in her absence, by the Vice-president; or may be called at  the request in writing of three members of the Committee. Five shall constitute a quorum. 

SEC 5 The Executive Committee shall lay before a General Meeting of the Club for decision all questions not  governed or determined by the constitution or bye-laws. 

SEC 6 At the discretion of the President, any member of the Club will be entitled to represent strong views about  the Club and its workings in person to the Committee if the member is not willing or able to voice these views at  scheduled dinners and events. The member should submit a request in writing to the Club Secretary six weeks  before an Executive Committee meeting, detailing the nature of such views.

SEC 7 Any member of the Executive Committee (other than one of the Club’s officers) who is absent from four  consecutive meetings of the Executive Committee for any reason, shall ipso facto cease to be a member of the  Executive Committee, and her place shall be filled as detailed above. 

Article 8 – Officers 

SEC 1 The officers of the Club shall be a President, a Vice-president, a Secretary, a Treasurer and a Dinner  Secretary, who shall be elected annually at the Annual General Meeting of the Club as provided in Article 7, Sec  2, and shall hold office until their successors are elected. 

SEC 2 The Vice-president for any given year will be proposed by the President and seconded by two other past  Presidents. 

SEC 3 The President, and in her absence the Vice-president, shall preside at the meetings of the Club and the  Executive Committee. In the event of the absence of both these officers, a meeting of the Club or Executive  Committee may elect its own presiding officer. The President shall also, with the Secretary, or Dinner Secretary  in the case of hotel venues and agreements, sign all written contracts and obligations of the Club. Also, she shall  give notice of all the meetings of the Club and of the Executive Committee and advance offers of membership to  prospective Full, Honorary, International members and Associates of the Club. 

SEC 4 The Secretary will keep minutes of Club and Executive Committee meetings, conduct appropriate  correspondence and keep records of the Club. She shall gain new members’ acknowledgement of the  implications of acceptance of membership as provided in Article 3, Sec 2. She shall notify the Treasurer of such  election as well as changes to honorary membership and associate status.  

SEC 5 The Treasurer shall collect all fees and subscriptions and shall keep the accounts of the Club and report  thereon as required at any meetings of the Executive Committee. The Treasurer shall keep all funds of the Club  in a bank or place of deposit approved by the Executive Committee. The statutory accounts shall be produced  

annually, using the cashbook and management accounts kept by the Club Administrator, by Chartered  Accountants, elected at the Annual General Meeting.  

SEC 6 The President, Vice-president and Treasurer may sign Club cheques. 

SEC 7 The Dinner Secretary shall receive notification from members of their intention to attend those formal Club  meetings which take the form of lunches or dinners together with their cheques to cover costs. She shall  undertake all appropriate arrangements with the management of the venue and liaise with the Treasurer on the  accounts of such meetings, including the ticket price to be charged for each lunch or dinner. 

SEC 8 An officer who absents herself from duty, without first having obtained leave of absence, for three  consecutive Executive Committee meetings, shall be deemed to have resigned from office. 

SEC 9 Should a vacancy occur in any office, except the Presidency, during its term, an election to fill the same in  a manner prescribed for the annual election of officers shall be held at the next General Meeting. In the event of  the Presidency becoming vacant, the Vice-president shall become acting President for the remainder of the term,  until the next General Meeting.

Article 9 – Meetings and Elections 

SEC 1 There shall be a meeting of the Club on the first or second Tuesday in each month (or on any other date  at the discretion of the Executive Committee) from October to July inclusive. At least four of these meetings shall  take the form of dinners and such meetings, except that in January, shall be designated formal meetings. There  shall be other meetings, such as cocktail parties and events, as may be agreed upon. The Annual General  Meeting of the Club shall be held at the July dinner each year, and at this meeting there shall be elected new  officers and members of the Executive Committee in accordance with the provisions of this constitution; also  such other business shall be transacted as may be brought before the meeting. 

SEC 2 All elections shall be by ballot and a majority of the votes cast shall be necessary to elect. 

SEC 3 Seven days written notice of every monthly meeting shall be sent by the President to each and every  member, giving hour and place of meeting and the agenda of any business to be transacted. 

Article 10 – Dissolution 

SEC 1 In the event of the dissolution of the Club its assets shall not be distributed to members, but shall be paid,  transferred or applied for the benefit of NABS; in the event that on the dissolution of the Club NABS shall have  ceased to exist, then the assets of the Club shall be paid, transferred or applied for the benefit of such other  charitable purpose as the members of the Club shall in their discretion decide. 

Article 11 – Amendments 

SEC 1 This constitution may be amended by a two-thirds ballot vote of the members present and voting at the  Annual General Meeting provided that notice of any proposed amendments shall have been forwarded by the  secretary six weeks before the Annual General Meeting for consideration by the Executive Committee and  inclusion in the Annual General Meeting agenda. 

Revised July 2010



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