11. Members’ decisions
11.1 General provisions Except for those decisions that must be taken in a particular way as indicated in sub-clause 11.4 of this clause, decisions of the Member Organisations of WAGGGS may be taken either by vote at a general meeting as provided in sub-clause
11.2 of this clause or by written resolution as provided in sub-clause 11.3 of this clause.
11.2 Taking ordinary decisions by vote Subject to sub-clause 11.4 of this clause, any decision of the Member Organisations of WAGGGS may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot).
11.3 Taking ordinary decisions by written resolution without a general meeting
11.3.1 Subject to sub-clause 11.4 of this clause, a resolution in writing agreed by a simple majority of all the Member Organisations who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
11.3.1.1 a copy of the proposed resolution has been sent to all the Member Organisations eligible to vote; and
11.3.1.2 a simple majority of Member Organisations have signified their agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a Member Organisation’s agreement must be authenticated by execution according to its usual procedure or in such other manner as WAGGGS has specified.
11.3.2 The resolution in writing may comprise several copies to which one or more Member Organisation has signified its agreement.
11.3.3 Eligibility to vote on the resolution is limited to Member Organisations who are Member Organisations of WAGGGS on the date when the proposal is first circulated in accordance with sub- clause 11.3.1.1 above.
11.3.4 Not less than 30% of the Member Organisations of WAGGGS may request the World Board to make a proposal for decision by the Member Organisations by written resolution without a general meeting.
11.3.5 The World Board must as soon as possible but no later than 60 days of receiving such a request comply with it if:
11.3.5.1 the proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
11.3.5.2 the proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the Member Organisations; and
11.3.5.3 effect can lawfully be given to the proposal if it is so agreed by the Member Organisations.
11.3.6 Sub-clauses 11.3.1 to 11.3.3 of this clause apply to a proposal made at the request of Member Organisations.
11.4 Decisions that must be taken in a particular way
11.4.1 Any decision to amend this constitution must be taken in accordance with clause 32 of this constitution (Amendment of constitution).
11.4.2 Any decision to wind up or dissolve WAGGGS must be taken in accordance with clause 33 of this constitution (Voluntary winding up or dissolution).
11.4.3 Any decision to amalgamate or transfer the undertaking of WAGGGS to one or more other ClOs must be taken in accordance with the provisions of the Charities Act 2011.
11.4.4 All resolutions of the Full Members shall be passed as ordinary decisions save for where a different majority is required by this sub-clause 11.4. The following decisions must be taken by a resolution passed by a 75% majority of votes cast of Full Members at a general meeting of WAGGGS:
11.4.4.1 the policy, strategy and standards of WAGGGS;
11.4.4.2 the general lines of policy to be followed by the World Board between triennial meetings of the World Conference;
11.4.4.3 ratification of applications for admission to membership pursuant to sub-clause 10.1.4.2 and 10.1.4.4, including applications by Associate Members wishing to become Full Members and change of entities;
11.4.4.4 termination of membership pursuant to sub-clause 10.4;
11.4.4.5 re-admission to membership pursuant to sub-clause 10.5;
11.4.4.6 upon the making of amendments to the Bye-Laws;
11.4.4.7 upon the adoption of the general financial policy and plans for raising and administering the funds of WAGGGS for the next three years or other agreed period;
11.4.4.8 upon changes to those persons permitted to attend World Conference including in relation to observers.
11.4.5 For the avoidance of doubt, a resolution requiring a higher majority, as set out in sub-clause 11.4.4, can be taken in writing by following the procedure set out in clause 11.3 save that the relevant majority will be 75% of all the Member Organisations who would have been entitled to vote upon it had it been proposed at a general meeting.