Constitution

INTERNATIONAL FEDERATION OF
BUSINESS AND PROFESSION WOMEN
(BPW INTERNATIONAL)
CONSTITUTION
as adopted at the
XXVI CONGRESS, MEXICO CITY, OCTOBER 2008

 

President’s Office
4222 Oak Beach
Oak Beach, NY 11702-4608 USA
Tel: +1 631 422-7849 Fax: +1 631 792 1192
Email: president@bpw-international.org
www.bpw-international.org

CONSTITUTION XXVI
ARTICLE I
Title
The name of this organization shall be the INTERNATIONAL FEDERATION OF BUSINESS AND
PROFESSIONAL WOMEN, hereinafter referred to as “BPW International”.
ARTICLE II
Aims
Its aims shall be:
1. To organize business and professional women in all parts of the world to use their combined abilities and strengths for the attainment of the following objectives in line with gender sensitive perspectives and fundamental human rights.
i) to work for:
a) equal opportunities and status for women in the economic, civil and political life in all countries
b) the removal of discrimination
ii) to encourage women and girls to:
a) acquire education, occupational training and advanced education
b) use their occupational capacities and intelligence for the advantage of others as well as themselves
iii) to improve the position of women in business, trade and the professions, and in the economic life of their countries
iv) to stimulate and encourage in women a realization and acceptance of their responsibilities to the community, locally, nationally and internationally
v) to work for high standards of service in business and the professions
vi) to promote world-wide friendship, co-operation and understanding between business and professional women
vii) to undertake projects, philanthropic in nature and not for profit, that meet the earlier objectives and help women to become economically independent.
2. To collect and present the views of business and professional women to world organizations and agencies.

ARTICLE III
Type of Organization
BPW International shall be non-partisan. It shall promote its objectives and organize its operating structures and activities without distinction as to race, language or religion. Any profits or accretions to BPW International shall be used to promote its objectives.

ARTICLE IV
Membership

Section 1.
Membership of BPW International shall comprise Federations, State Federations and Associate Clubs,Individual Associates and Members At Large.

Section 2.
a) Federations eligible for membership shall be composed of three or more clubs and organizations at least 75 per cent of the membership of each club or organization being comprised of business or professional women or both. Membership is limited to one Federation in each country.
b) To be eligible for membership, Federations must have a total membership of 100 or more based on
actual dues paid.
c) If the total membership of a Federation declines to less than 100 then that Federation shall be suspended from BPW International until such time as the number of members increases to 100 or more and the clubs, which make up that Federation shall become Associate Clubs.
d) Federation status shall only be conferred on a country. For the purposes of this definition a country shall comprise a geopolitical unit, which has full sovereignty.Section 3.
State Federations. Where there is no affiliated Federation and a country has a federal system, which comprises a secondary, semi-autonomous level of government called states, provinces or such other term to describe that entity, then such a state, province or entity may become a State Federation. A State Federation shall comprise a minimum of three individual clubs or associations with an aggregate membership of not less than 100 members, 75% of which members shall be business or professional women or both.

Section 4.
Associate Clubs. A club at least 75 per cent of whose membership is comprised of business or professional women or both existing in a country where there is no affiliated Federation or in a state, province or entity where there is no affiliated State Federation may become an Associate Club provided there are not more than four other Associate Clubs in that country, state, province or entity.

Section 5.
Individual Associates. Any business or professional woman residing in a country where there is no Federation, or who is residing outside the boundaries of a State Federation, shall be eligible for individual membership and may make application in writing and be accepted into membership by the Executive Board. These members, to be known as Individual Associates of BPW International, shall receive such information as determined by the Executive Board, and may attend Congresses but shall not have a vote thereat and shall not be eligible for election.

Section 6.
Members at Large. Any business or professional woman who, because of location and/or travel commitments, is unable to become a member of an affiliate, but is interested in BPW International shall be eligible for membership and may make application, in writing and be accepted into membership by the Executive Board. These members to be known as Members at Large of BPW International, shall receive such information as determined by the Executive Board, and may attend Congresses but shall not have a vote thereat and shall not be eligible for election.

Section 7.
Initial applications for membership by Federations, State Federations and Associate Clubs should be notified to the Board of Directors. Formal applications are subject to action by the Executive Board and must be submitted to the Executive Board within 30 days of completion. The Executive Board may approve or reject applications for membership at its discretion and may decide the effective date of admission. An organization shall not be recognized as an affiliate prior to the decision of the Executive Board.

Section 8.
The constitution and by-laws of a new Federation, new State Federation and of a new Associate Club or other organization in a country where there is no Federation, shall be approved by the Executive Board of BPW International to whom they shall be submitted at the same time as the application for membership.

Section 9.
The Executive Secretary shall be notified of any amendment to the constitution or by-laws of a Federation, State Federation or Associate Club within one (1) month after its adoption.

Section 10.
a) The Board of Directors of BPW International may, upon giving three (3) months’ notice in writing to the President, or failing her, the Secretary of a Federation, State Federation or Associate Club, abrogate the membership in BPW International of a Federation, State Federation or Associate Club that is in arrears of dues for a period of one (1) year.
b) The Board of Directors shall be entitled to abrogate the membership of any Affiliate if a complaint has been made to the Executive Board of misconduct relating to the affairs of BPW International on the part of that Affiliate or an allegation is made that the Affiliate is acting in a way likely to bring BPW International into disrepute. The Executive Board shall give the Affiliate concerned three months’ notice upon receipt of such a complaint or allegation to enable that Affiliate to have the right to reply in writing or in person before a decision to abrogate the membership is made.
c) An Affiliate abrogated under section 10 (b) shall have a right of appeal to Congress. Such an appeal must be lodged within three (3) months of the decision to abrogate. Upon the lodging of an appeal, the Affiliate shall be re-instated pending the hearing of the appeal at the following Congress.

Section 11.
Any member of BPW International including any Federation, State Federation, Associate Club or Individual Member or Member at Large shall cease holding itself or herself out to be a member, and an organisation shall cease using the name BPW in its title, immediately upon cessation of membership of BPW International for whatever reason. BPW International shall be the sole arbiter on the question of who is or who is not deemed a member in whatever form.

ARTICLE V
Partner Organisations

Section1.
a) Any established or registered group or organization which is actively engaged in activities related to the aims of BPW International may enter into a partnership agreement with BPW International on such terms and for such a period as are determined by the Executive Board.
b) Partner Organizations shall exchange such information as laid out in the partnership agreement and representatives may attend Congresses, Regional and National events of the Partner Organizations as observers.
c) Such Partnership Agreements are subject to a triennial review.

Section 2.
Partner Organizations shall use the style “in partnership with…” for the period for which the Partnership Agreement is operative.

Section 3.
Applications for Partnership are subject to action by the Executive Board and must be submitted to the Board of Directors in writing, for approval within 30 days, prior to action by the Executive Board. The Board of Directors may approve or reject applications for Partnership Agreements.

ARTICLE VI
Representation at International Congress
Section 1.
Each Federation shall be entitled to voting delegates as follows, with an equal number of alternates:
500 or fewer paid-up members 3 delegates
501 to 1,000 paid-up members 4 delegates
1,001 to 2,000 paid-up members 5 delegates
2,001 to 3,000 paid-up members 6 delegates
and one (1) additional delegate for every 3,000 paid-up members or fraction thereof in excess of 3,000 paid-up members to a maximum of 12 delegates.

Section 2.
Each State Federation shall be entitled to voting delegates, with an equal number of alternates as set out in Section 1 above, PROVIDED THAT where there is more than one State Federation within a country, the maximum number of aggregate votes that those States Federations jointly are entitled to do not exceed the numbers that those State Federations would be jointly entitled to as if they were a Federation in terms of Section 1 above.

Section 3.
Members of the Executive Board of BPW International shall have a vote at Congress.

Section 4.
Each country in which there is one or more Associate Club shall be entitled to one voting delegate and one alternate delegate at Congress.

Section 5.
Past Presidents of BPW International may take part in debate and shall have a vote at Congress, providing they do not already hold a vote in any other capacity.

Section 6.
Chairpersons of Standing Committees and Ad Hoc Committees may take part in debate at Congress, and the Chairpersons of Standing Committees shall be entitled to vote providing they do not already hold a vote in any other capacity.

Section 7.
Representation at a Congress shall consist of representatives of Federations, State Federations and Associate Clubs which have paid the dues for the twelve (12) month period ending on 31st March of the year in which Congress is held and are not in arrears of dues for any previous year.

ARTICLE VII
Regions
There shall be five (5) regions: Africa; Asia Pacific; Europe; Latin America and the Spanish-speaking countries of the Caribbean; North America and the non Spanish-speaking countries of the Caribbean. Each region may form geographical sub-regional groups as agreed by the Executive Board. Each region shall be composed of the Federations, State Federations, Associate Clubs, Individual Associate members and Members at Large of that region as determined by the Executive Board.

ARTICLE VIII
Executive Board

Section 1.
The Executive Board of BPW International shall comprise the following members:
• President
• Immediate Past President for a period of twelve (12) months from the end of the Congress where her President-successor is elected
• two Vice Presidents
• Executive Secretary
• Finance Director
• Young BPW Representative
• Five Regional Co-ordinators – one from each of the regions specified in Article VII above.

Section 2.
Members of the Executive Board (other than the Immediate Past President) shall be elected at each triennial Congress in accordance with Article Ill of the By-laws of BPW International and shall hold office for a term of three (3) years, or until their successors are appointed or elected.

Section 3.
Should an office become vacant, the Executive Board shall have the power to appoint a successor to hold office until the next meeting of the Congress.

Section 4.
No member of the Executive Board shall serve for more than one (1) term in the same office consecutively.

Section 5.
The Executive Board may appoint an Assistant Executive Secretary and an Assistant Finance Director.

ARTICLE IX
Board of Directors
The Board of Directors shall consist of the Executive Board of BPW International, Past Presidents, the Chairpersons of Standing Committees, two (2) representatives from each Federation, two (2) representatives from each State Federation and one (1) representative from members in each country having one or more Associate Clubs, such representation to be designated by the Federation, State Federation or Associate Clubs.
In the event that one (1) representative is present from a Federation or a State Federation, she may be authorized by BPW International to cast the two (2) votes to which it is entitled. A Past President of BPW International shall have one (1) vote provided that she remains an active member of an affiliate of BPW International or pays in her own right as a Member at Large or Individual Associate member and does not hold a vote in any capacity other than as a representative of an affiliate.
A Chairperson of a Standing Committee who is also a member of the Executive Board shall have only one (1) vote in addition to any that she may be authorised to cast in a representative capacity. Ad Hoc Committee Chairpersons may take part in the debate but hold no vote.

ARTICLE X
Fiscal Year
The fiscal year shall be from the first day of January to the last day of December inclusive.
Note: This will take effect from 1 January 2004.

ARTICLE XI
Meetings

Section 1.
A Congress shall be held triennially at a time and a place to be fixed by Congress. A call to such a meeting shall be mailed to all members not less than eight (8) months in advance of the first day of the Congress. Individual Associates, Members at Large and all members of Federations, State Federations and Associate Clubs may attend all sessions of Congress.

Section 2.
Meetings of the Board of Directors shall be held:
a) immediately before and at the same place as the Congress
b) immediately after and at the same place as the Congress.

Section 3.
Special meetings of the Board may be held at the call of the President and must be called by her upon
the written request of one-third of the members of the Board of Directors.

ARTICLE XII
Trustees

Section 1.
There shall be not more than four (4) or less than two (2) trustees of BPW International.

Section 2.
The Trustees shall hold office until death or resignation and may be removed from office by a resolution passed by a majority of the Executive Board. Where by reason of any such death, resignation or removal, it shall appear necessary to the Executive Board that a new trustee or new trustees shall be appointed or if the Executive Board shall deem it expedient to appoint an additional trustee or additional trustees the Executive Board shall by resolution nominate the person or persons to be appointed the new trustee or trustees. For the purpose of giving effect to such nomination, the President is hereby nominated as the person to appoint new trustees of BPW International within the meaning of Section 36 of the UK Trustee Act 1925 and she shall by deed duly appoint the person or BPW International persons so nominated by the Executive Board as trustee or trustees of BPW International and the provisions of the UK Trustee Act 1925 shall apply to any such appointment. Any statement of fact in
any such deed of appointment shall in favour of a person dealing bona fide and for value with BPW International or the Board of Directors or the Executive Board be conclusive evidence of the fact so stated.

Section 3.
Upon each appointment of a trustee and upon every retirement of a trustee all such deeds and other acts as the Executive Board may direct for the purpose of vesting all properties of BPW International then vested in any surviving or continuing or retiring trustee or trustees or the personal representatives of any last surviving trustee in the trustees for the time being shall be executed and done.

Section 4.
All the real and leasehold properties and all the investments belonging to BPW International shall be vested in the trustees and they shall have the custody of all deeds and documents of title related to the property of BPW International and shall be responsible for the same, and shall deal with and dispose of all the property of BPW International whether real or personal, for the time vested in them, and the income thereof, in accordance with the directions of the Board of Directors or the Executive Board.

Section 5.
Any trustee may, at any time, with the consent of her co-trustees or co-trustee and of the Executive Board, delegate all or any of her duties or powers to any other co-trustee or co-trustees.
Section 6.

The trustees shall be indemnified against risk and expense out of BPW International property.

ARTICLE XIII
Amendments

Section 1.
The Constitution may be amended at any Congress of BPW International by a two-thirds vote of those voting, a quorum being present, provided that the proposed amendment shall have been received in writing at BPW International’s Official Address at least six (6) months before the first day of the Congress at which it is to be presented.

Section 2.
The proposed amendments shall be circulated at least four (4) months before the first day of the Congress at which such amendments are to be presented.

Section 3.
Amendments may be proposed by Federations, by State Federations, by Associate Clubs, by members of the Executive Board and by the Chairpersons of Standing Committees.

BY-LAWS
ARTICLE I
Dues

Section 1.
Annual dues of Federations, State Federations and Associate Clubs shall be payable on a per member basis at a rate fixed for the triennium and determined by Congress.

Section 2.
a) Annual dues of Federations, State Federations and Associate Clubs shall be paid within the first three (3) months of BPW International’s fiscal year, calculated in accordance with the membership recorded in the accounts at the end of the last fiscal year of each Federation, State Federation and Associate Club. A copy of such accounts shall be forwarded to BPW International Headquarters with the dues to substantiate the dues being paid. Federations, State Federations and Associate Clubs which fail to pay dues calculated as above within three (3) months of 31st January each year may be liable to a penalty of 10% quarterly.
b) A Federation, State Federation or Associate Club, which does not pay its membership fees before
30th June of that year may be suspended from membership of BPW International from 1st July. Federations, State Federations or Associate Clubs who pay their current dues within the period 1st July – 31st December shall be eligible for reinstatement to membership from the date of receipt of fees.

Section 3.
Annual dues of Individual Associates and Members at Large of BPW International shall be payable on acceptance of membership by the Executive Board and thereafter on 1st January each year at a rate determined by the Executive Board. Individual Associates and Members at Large who fail to pay annual dues within three (3) months of 1st January in any year may have their membership of BPW International suspended.

Section 4.
Dues shall be stated and paid in Euro, the currency of the European Union. Subject to the agreement of the Executive Board the equivalent monetary value in the convertible currency of other countries shall be acceptable in payment thereof.

Section 5.
For a Federation or State Federation that observes half-year dues: dues for members admitted to membership during the last six months of the fiscal year shall be one half of the prevailing international dues.

Section 6.
Federations, State Federations and Associate Clubs in countries with a per capita GNP less than one quarter of the highest per capita GNP of a country in which there is a Federation, State Federation or Associate Club may apply for a reduction. The Board of Directors may grant a reduction of up to half the dues payable and shall report the matter to the next Congress.

ARTICLE II
Nominations

Section 1.
Nominations shall only be accepted as valid if, on the first day of Congress, the nominating affiliate, and the affiliate of which the nominee is a member, have paid their dues for the qualifying year and any outstanding prior years’ dues so as to ensure that they will be eligible to vote at Congress for which the nominations are called, and provided the nomination complies with the other relevant sections of this Article.

Section 2.
An affiliated Federation, State Federation or Associate Club wishing to offer any candidate(s) for BPW International office shall, six (6) months prior to the date of the Congress, submit:
a) a written nomination, signed by the President or the Secretary of the proposing Federation, State
Federation or Associate Club, setting out the candidate’s qualifications for office
b) the signed consent of the nominee to serve in the particular office for which she is being nominated and
c) the written consent of the nominee’s own Federation, State Federation or Associate Club, signed by the President thereof, to the nomination, if not the proposing Federation, State Federation or Associate Club.
Such nominations shall be circulated to all Federations, State Federations and Associate Clubs not less than four (4) months prior to the opening of the Congress.

Section 3.
a) Nominations for the election of the President, two Vice Presidents, Executive Secretary, Finance Director and Young BPW Representative may be submitted by any Federation, State Federation or Associate Club within BPW International.
b) Nominations for the election of Standing Committee Chairpersons may be submitted by any Federation, State Federation or Associate Club within BPW International.
c) Nominations for the election of a Regional Co-ordinator may only be submitted by a Federation, State Federation or Associate Club within the region for which the nomination is made.
d) A candidate for office shall not accept nomination for more than one office except as otherwise provided in Article Ill, Section 1, of the By-laws.

Section 4.
The Nominations Committee shall consist of one (1) representative from each region represented at Congress. During the first day of the Congress this Committee shall meet at the call of the President and elect its own chairperson. It shall report a ticket of at least one (1) candidate for each office on the day preceding the day designated for election, at which time further nominations may be made from the floor.

ARTICLE III
Elections

Section 1.
Members of the Executive Board shall be elected by secret ballot, regardless of the number of nominations for each office. The election shall take place during the last day of the Congress. The ballot for President shall take place and the result shall be announced before the ballot for the other members of the Executive Board takes place. The name(s) of the unsuccessful candidate(s) shall then be incorporated in the list of nominations for Vice Presidents, providing such candidate(s) shall not be precluded under Article VII, Section 4, of the Constitution.

Section 2.
Voting shall take place during such hours as may be determined by the Executive Board.

Section 3.
The person receiving the highest number of votes for any office shall be elected and the Vice Presidents shall rank as First and Second in accordance with the number of votes received. Where there are only two (2) nominations for Vice Presidents those entitled to vote shall have three (3) votes and the person receiving the highest number of votes shall be the First Vice President.

Section 4.
Standing Committee Chairpersons shall be elected by secret ballot, regardless of the number of nominations for each position. The elections shall take place during the last day of Congress. The person receiving the highest number of votes for any office shall be elected.

Section 5.
The members of the Executive Board and Standing Committee Chairpersons shall take office at the
close of the Congress at which they are elected.

ARTICLE IV
Duties and Powers of the Board of Directors and Executive Board

Section 1.
The Board of Directors shall transact such business as is required to be transacted by the Directors, at meetings held immediately after and immediately before a Congress, and shall transact such other duties as are required by the Constitution and By-laws, and by actions of Congresses.

Section 2.
The Executive Board shall transact the business of BPW International in the interim between Board Meetings and Congresses and shall report thereon to the Board and to the Congress.

Section 3.
Members of the Board of Directors may vote by mail, facsimile, electronic mail or such other means as will provide written evidence of the identity of the voter and their voting intention except when the Board is in session.

Section 4.
Special Committees may be created by the Executive Board.

Section 5.
The Board of Directors shall fill any vacancies in office except as otherwise provided.

Section 6.
a) The President may submit questions to the Executive Board for vote by mail.
b) The Executive Board shall meet at least annually and use electronic communication technology to transact the business of the Executive Board between meetings.
c) The Executive Board shall meet on the call of the President or on the request of three (3) members.

Section 7.
a) Subject to the approval of the Board of Directors, the Executive Board shall have the power to remove from office any member of the Executive Board, Standing Committee Chairperson, Ad Hoc Committee Chairperson, Special Committee Person or members of such Committees and shall fill any vacancies thus created if it deems necessary to do so.
b) An explanation of the reason for the removal from office shall be given by the Executive Board to the person involved. Within 30 days of receiving notification of the proposal removal, the person shall have the right to reply in writing or in person to the Board of Directors before a decision to remove is made.

ARTICLE V
Duties of members of the Executive Board

Section 1.
The duties of the members of the Executive Board shall be such as are generally prescribed by parliamentary usage.

Section 2.
The President shall be the Chief Executive Officer of BPW International and of the Board of Directors. She shall preside at the meetings of the Congress and the Board of Directors. The President shall appoint the Chairpersons and members of all Special Committees and Ad Hoc Committees, and shall be a member ex-officio of all Committees except the Nominations Committee. She shall have a casting vote at Congress save on the matter of the election of President, when in case of a tie the election shall be determined by lot.

Section 3.
a) The First Vice President and Second Vice President shall be the Chairpersons of the Standing Committee on Membership and United Nations – Status of Women Committee. In the absence of the President, the First Vice President, or, in the absence of both of them, the Second Vice President, shall preside at the meetings of the Congress or of the Board of Directors or of the Executive Board.
b) The Vice Presidents shall perform such other duties as are designated by the Board of Directors or
the President.

Section 4.
The Executive Secretary shall perform the following duties:
a) advise on constitutional and procedural matters
b) credential compliance
c) supervision of affiliation procedures
d) monitoring of members services and quality assurance
e) recording resolutions and their implications
f) serve as an ex-officio member of the Constitution Advisory Committee and Resolutions Committee
g) other such duties as may be designated by the Executive Board, Board of Directors or the President.

Section 5.
The Executive Secretary on behalf of the Executive Board shall ensure that a permanent record is kept of all proceedings of Congress, the Executive Board and the decisions of the Board of Directors. The Executive Board at the start of each triennium shall approve arrangements for the custody of all records and official documents belonging to BPW International.

Section 6.
The Finance Director shall:
a) determine the arrangements for maintaining the books and accounts in line with the criteria laid down by the Executive Board and submit them for approval by the Executive Board within 30 days of taking office
b) be responsible for the supervision of income received and the allocation, control and monitoring of budgets, the authorisation, and where deemed necessary by the Executive Board, the preauthorisation of expenses
c) in conjunction with the Executive Board, ensure that BPW International’s financial expenditure does not exceed its budgeted income and that any unbudgeted additional expenses are approved by a majority vote of the Board of Directors
d) be available for consultation with the President and Executive Secretary for discussion of matters relating to financial matters of BPW International
e) keep an account of all monies belonging or owing to BPW International ensuring that all monies be deposited in the name of and to the credit of BPW International, in such depositories as designated and be responsible for ensuring appropriate personnel prepare monthly financial statements
f) be responsible for seeing that the books of BPW International are subject to independent examination at the close of each fiscal year by a Chartered or Certified Public Accountant engaged by the Executive Board and be responsible for seeing that the Annual Independent Examination Report is sent to all members of the Executive Board when prepared at the end of the financial year
g) report at and submit to Congress the financial statements and financial accounts for the three (3) previous fiscal years and report thereon. For the years when there is no Congress a report and a copy of the financial statements and accounts should be circulated to members of the Board of Directors
h) be responsible for and submit, no later than twelve (12) months after the event, to the Executive Board, the Finance Committee and the Board of Directors, detailed accounts of the previous International Congress, separate and as part of the financial statement and account of the Federation for the fiscal year in which the Congress was held. These accounts should be accompanied by an evaluation of the budget against actual expenditure and the financial control exercised by the Congress organiser
i) ensure that the President and Finance Director who are in office in the year in which Congress has taken place are answerable for these accounts to Congress
j) propose rates of dues, and minimum fees for Individual Associate members, members at Large and Friends of BPW International for decision by the appropriate body
k) be responsible for the preparation annually of a planned budget covering requirements for BPW International and items specifically authorised for presentation to the Executive Board or the Board of Directors or Congress, and for making recommendations for the establishment of a sound and balanced financial policy
l) in conjunction with the Executive Board, ensure that the monies from the net proceeds of the sale of the Battersea building be placed in a separate account called THE BATTERSEA FUND (THE FUND) and shall not be used:
i) to meet overruns of the Annual Budget or the Congress Budget or
ii) for any other purpose without being approved by a majority vote of the Board of Directors
m) ensure that maximum efforts are made to maintain a general reserve fund at a level set to one year of BPW International expenditure to ensure the financial sustainability of BPW International
n) ensure that the Congress Fund be maintained separately from other accounts and be put solely to reducing registration fees for Congress
o) repay from any surplus made from International Congresses, starting with BPWI XXV Congress, monies borrowed from the Fund and elsewhere to pay the debts created by the BPWI Congresses XXIII and XXIV
p) perform such other duties as may be designated by the Board of Directors or the President.

Section 7.
The duties of the Young BPW Representative are described in Article X.

Section 8.
At the expiration of her term of office, each member of the Executive Board shall deliver to her successor the books and records belonging to her office.

ARTICLE VI
Presidential Office And Official Address

Section 1
The Presidential Office shall be located and arranged in such a place as may be determined by the President and approved by the Executive Board within 45 days of taking office.

Section 2
The Official Address shall be at a place determined by the Executive Board, recognising the need for continuity to maintain effective communication.

Section 3
The Executive Board shall be responsible for approving the arrangements for delivery of Member Services to Affiliates, Friends and Fellows, and that the contractual requirements are fulfilled.

ARTICLE VII
Standing Committees

Section 1.
There shall be the following Standing Committees:
Agriculture Arts and Culture Business, Trade and Technology Development, Training & Employment Environment Finance Health Legislation, Membership Projects Public Relations, United Nations – Status of Women Young BPW

Section 2.
Each Standing Committee, except the Finance Committee, in addition to the Chairperson shall consist of not less than four (4) and not more than six (6) members. The Finance Committee shall consist of the Finance Director who shall chair the Committee, and not less than two (2) and not more than three (3) members.

Section 3.
Standing Committee Chairpersons shall be elected by Congress, except that the First and Second Vice Presidents shall serve either as Chairpersons of the Standing Committees on Membership or the United Nations – Status of Women, and the Finance Director shall serve as Chairperson of the Standing Committee on Finance; and the Young BPW Representative shall serve as Chairperson of the Young BPW Standing Committee. The members of the Standing Committees shall be appointed by the President. No Standing Committee Chairperson or members shall serve for more than two (2) consecutive terms in the same capacity.

Section 4.
Each Federation, State Federation and Associate Club shall send to the Executive Secretary on or before the first day of each Congress a list of its nominees for membership on Standing Committees, accompanied by a statement of the qualifications of each nominee and her consent to act if appointed. The Presidential Office shall inform the Federation(s), State Federation(s), and/or Associate Club(s)
whenever its nominees are appointed.

ARTICLE VIII
Duties of Standing Committees

Section 1.
Each Standing Committee Chairperson shall, after consultation with the members of her Committee, submit an outline of proposed activities to the Presidential Office within two (2) months after her election and shall submit written reports to the Congress. She shall also inform the Presidential Office of action taken or contemplated and submit written reports to the Executive Board when requested to do so.

Section 2.
Each Standing Committee Chairperson shall submit an estimate of expenditures to the Finance Director for approval when requested to do so by the Finance Director.
Section 3. Within thirty (30) days of the expiration of her term of office, each Standing Committee Chairperson, with the exception of the Finance Director and the two Vice Presidents, shall deliver to the Presidential Office, or where otherwise directed by the President, the books and records belonging to her office.

ARTICLE IX
Regional Co-ordinators
There shall be a Regional Co-ordinator in each region who shall be a member of the Executive Board. Each Regional Co-ordinator shall:
a) represent the interests on, and report the work of her region to, the Executive Board
b) be a direct link between the Executive Board and her region by disseminating information to the Federations, State Federations and Associate Clubs in her region
c) stimulate and encourage the activities of membership, twinning, networking and mentoring in her region working in co-operation with Federation, State Federation and Associate Club Presidents
d) co-operate with all Standing Committee members in her region in order to help promote the work of BPW International
e) work in co-operation with United Nations representatives in her region
f) be responsible for ensuring that regional meetings, seminars and other activities are organised in her region
g) encourage affiliates within her region to implement the resolutions agreed at Congress
h) work in co-operation with the Vice Presidents and with the Finance Director, assisting them as necessary with their particular responsibilities
i) undertake any other issue determined from time to time by the Executive Board.

ARTICLE X
Young BPW Representative
There shall be a Young BPW Representative who shall be a member of the Executive Board. The Young BPW Representative shall:
a) represent the interests of those members of any Federation, State Federation, Associate Club or Individual Associate Member at Large who are under the age of 35 years, on the Executive Board and report the work of Young BPW members to the Executive Board
b) be a direct link between the Executive Board and members who form part of Young BPW by disseminating appropriate information to them
c) stimulate and encourage the activities of members who form part of Young BPW
d) be Chair of the Young BPW Standing Committee
e) undertake any other issue as determined from time to time by the Executive Board.

ARTICLE XI
Documentation
The agenda for the meetings of the Board of Directors and Congress, and such relevant material as is possible, shall be circulated to all Federations, State Federations and Associate Clubs at least two (2) months before the date of such meetings.

ARTICLE XII
Resolutions

Section 1.
a) The Executive Board at its post-Congress meeting shall appoint a Resolutions Committee for a full term.
b) Resolutions for consideration at Congress shall be received in writing at the office of BPW International at least six (6) months before the first day of the Congress.
c) It shall be the duty of the Resolutions Committee to:
i) edit the resolutions so received in consultation with the proposers
ii) co-ordinate the resolutions
iii) determine the resolutions to be accepted.
d) The resolutions to be considered shall be circulated to all Federations, State Federations and Associate Clubs at least four (4) months before the date of the Congress.
e) Resolutions may be submitted by Federations, State Federations, Associate Clubs, members of the Executive Board, and by Chairpersons of Standing Committees and Ad Hoc Committees.

Section 2.
a) Emergency resolutions of international importance may, at the discretion of the Resolutions Committee, be presented at Congresses without previous circulation.
b) Resolutions resulting from United Nations meetings within six (6) months of Board and Congress meetings may be submitted by the appropriate Standing Committees immediately following such meetings and circulated to Federations, State Federations and Associate Clubs.
c) Resolutions that have been considered and unfavourably voted upon at Congress shall not be accepted for consideration again at the next Congress.

ARTICLE XIII
Constitution Advisory Committee
The Executive Board shall appoint a Constitution Advisory Committee for a full term.

ARTICLE XIV
Quorum

Section 1.
A quorum for a Congress shall consist of one-third of the voting representation as defined by Article V of the Constitution.

Section 2.
A quorum for a meeting of the Board of Directors shall consist of one-fourth of the members of the Board.

Section 3.
Where the Board of Directors is asked to vote by mail, or by facsimile in accordance with Article IV Section 3 hereof, a decision shall be binding provided it is the majority decision of one-fourth of the Board.

Section 4.
A quorum for a meeting of the Executive Board shall consist of six (6).

Section 5.
Where the Executive Board is asked to vote by mail or by facsimile in accordance with Article IV Section 6 hereof, a decision shall be binding provided it is the majority decision of two-thirds of the Executive Board.

Section 6.
In the event of either the Executive Board or the Board of Directors being a tied vote, the President shall have a casting vote.
ARTICLE XV
Regional Meetings

Section 1.
Holding of Regional Meetings:
Regional Meetings may, with the knowledge of the Executive Board, be held among Federations, State Federations and Associate Clubs desiring to discuss matters of mutual interest. Minutes of Regional Meetings must be sent to the Executive Board immediately following a Regional Meeting.

Section 2.
Scope of Regional Meetings:
The business discussed at such meetings shall be such as would normally fall within the general aims of BPW International.

Section 3.
Power to Convene:
At least one Regional Meeting will be convened by the Regional Co-ordinator in co-operation with, and assisted by, the Federations, State Federations and Associate Clubs in her region during the triennium.
Any three Federations, State Federations or Associate Clubs can convene a Regional or Sub-Regional Meeting in consultation with the Regional Coordinator as to the date and agenda. The Regional Coordinator must let all Federations, State Federations and Associate Clubs in her region know about such a meeting.

Section 4.
Powers and duties:
a) Federations, State Federations and Associate Clubs meeting regionally shall have power to make recommendations to the Executive Board or Board of Directors
b) each such recommendation shall bear the names of those Federations, State Federations and Associate Clubs subscribing to it
c) any Federation, State Federation or Associate Club attending a Regional Meeting shall be free to refrain from endorsing a recommendation and no statement shall be made in the name of the Regional Meeting except where there is unanimous agreement among all Federations, State Federations and Associate Clubs participating in the Regional Meeting. Failing such agreement, statements or recommendations may be made only in the names of the Federations, State Federations and Associate Club agreeing to them
d) Regional Meetings may not take executive action
e) all communications between Regional Meetings and organizations outside BPW International must be sent through either the Executive Board or Board of Directors of BPW International.

ARTICLE XVI
Amendments

Section 1.
These By-laws may be amended at any Congress by a two-thirds vote of those voting, a quorum being present, provided that the proposed amendment shall have been received in writing at the office of BPW International at least six (6) months before the first day of the Congress at which it is to be presented.

Section 2.
The proposed amendments shall be circulated at least four (4) months before the first day of the Congress at which such amendments are to be presented.

Section 3.
Amendments may be proposed by Federations, State Federations, Associate Clubs, members of the Executive Board, and Chairpersons of Standing Committees.