12. General meetings of members
12.1 Types of general meeting WAGGGS shall hold a general meeting referred to as the World Conference in addition to any other general meetings not less than once during any three-year period, and the meeting shall be such as specified in the notices calling it. The business to be transacted at a World Conference shall include invitations received from Member Organisations to act as host to the World Conference, provision of a summary of the audited balance sheet and accounts for the period concerned, consideration of the general financial policy and plans for raising and administering the funds of WAGGGS for the next three years or other agreed period, the Triennial Report and other reports presented by the World Board, and the election and appointment of members of the World Board as required under clause 14. Other general meetings of the Member Organisations of WAGGGS may be held at any time.
All general meetings must be held in accordance with the following provisions.
12.2 Calling general meetings
12.2.1 The World Board:
12.2.1.1 must call the World Conference of WAGGGS in accordance with sub-clause 12.1 of this clause, and identify it as such in the notice of the meeting; and
12.2.1.2 may call any other general meeting of the Member Organisations at any time.
12.2.2 The World Board must, as soon as possible but by no later than 60 days, call a general meeting of the Member Organisations of WAGGGS if:
12.2.2.1 they receive a request to do so from at least one half plus one of the Member Organisations; and
12.2.2.2 the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the Member Organisation(s) making the request.
12.2.3 Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
12.2.4 A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
12.2.5 If the World Board fails to comply with this obligation to call a general meeting at the request of its Member Organisations, then the Member Organisations who requested the meeting may themselves call a general meeting.
12.2.6 A general meeting called pursuant to sub-clauses
12.2.2 or 12.2.5 must be held not more than 4 months after the date when the Member Organisations first requested the meeting.
12.2.7 WAGGGS must reimburse any reasonable expenses incurred by the Member Organisations calling a general meeting by reason of the failure of the World Board to duly call the meeting.
12.3 Notice of general meetings
12.3.1 General meetings (including World Conferences) shall be called by at least 60 clear days’ notice and in accordance with the Bye-Laws.
12.3.2 If it is agreed by not less than 90% of all Member Organisations of WAGGGS, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause 12.3.1 of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
12.3.3 The notice of any general meeting (including World Conferences) must:
12.3.3.1 state the time and date of the meeting;
12.3.3.2 give the address at which the meeting is to take place (which need not be a physical address);
12.3.3.3 give particulars of resolutions which are to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting. In the case of the World Conference, additional resolutions may be submitted at the World Conference in line with the Rules of Procedure;
12.3.3.4 if a proposal to alter the constitution or the Bye-Laws of WAGGGS is to be considered at the meeting, include the text of the proposed alteration; and
12.3.3.5 include, with the notice for World Conferences, the summary of the audited balance sheet and accounts for the period concerned, details of persons standing for election or re-election as trustee, or where allowed under clause 26 (Use of electronic communication), details of where the information may be found on WAGGGS’ website.
12.3.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
12.3.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting, by any person entitled to receive notice shall not invalidate the proceedings of that meeting.
12.4 Chairing of general meetings including World Conferences The World Board shall at their meeting preceding the general meeting appoint one of their number or such other person as the World Board shall agree to be chair and two of their number to be the vice-chairs of the forthcoming general meeting. If the general meeting is called on short notice or for whatever reason the World Board has not appointed a chair and/or the vice-chairs for the forthcoming general meeting, the Member Organisations of WAGGGS who are present at the general meeting shall elect a chair and/or one of the vice-chairs to preside at the meeting.
12.5 Quorum at general meetings including World Conferences
12.5.1 No business may be transacted at any general meeting of the Member Organisations of WAGGGS unless a quorum is present when the meeting starts.
12.5.2 The quorum at general meetings is one-third of the Member Organisations entitled to vote upon the business being transacted. For each session the quorum is half plus one of those attending the general meeting and entitled to vote upon the business at that session.
12.5.3 A Member Organisation represented by a person present at the meeting in accordance with sub-clause 12.7 is counted as being present.
12.5.4 If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the World Board but may not make any decisions. If decisions are required which must be made by a meeting of the Member Organisations, the meeting must be adjourned without making a decision.
12.6 Voting at general meetings
12.6.1 Any decision other than one falling within clause 11.4 (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every Member Organisation has one vote unless otherwise provided in the rights of a particular category of membership under this constitution.
12.6.2 A resolution put to the vote of a meeting shall be decided on a show of hands or by a counted vote (which may be conducted by using an electronic voting system).
12.7 Representation of Member Organisations
12.7.1 A Member Organisation shall, in accordance with its usual decision-making process, authorise a person (being the Head Delegate or person duly appointed in accordance with clause 12.7.3) to act as its representative at any general meeting of WAGGGS in accordance with the Bye-Laws.
12.7.2 The representative authorised to act in accordance with sub-clause 12.7.1 above is entitled to exercise the same powers on behalf of the Member Organisation as the Member Organisation could exercise as an individual member of WAGGGS.
12.7.3 In the event that the Head Delegate is unable to attend a general meeting or perform any other functions required of the Head Delegate in representing the Member Organisation, the Member Organisation concerned shall, in accordance with its usual decision making process, authorise another person to act as its representative, and shall give notice of that appointment to WAGGGS in such form as WAGGGS shall, from time to time, specify. For the avoidance of doubt, in the event that the Head Delegate is subsequently able to attend the general meeting in question, the vote of the Head Delegate shall have priority over any other representative appointed to attend in her place.
12.8 Attendance and Speaking at general meetings
12.8.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
12.8.2 A person is able to exercise the right to vote at a general meeting when—
12.8.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
12.8.2.2 that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
12.8.3 The World Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it. This may include making arrangements for Member Organisations to attend a general meeting by televisual or other electronic or virtual means provided that all remote attendants may securely identify themselves, follow the proceedings and cast their votes on-line or in a manner otherwise acceptable to WAGGGS. The World Board shall consider making arrangements for remote attendance only in exceptional circumstances, taking into account the wider benefits of in-person participation for Member Organisations and the Movement as a whole.
12.8.4 In determining attendance at a general meeting, it is immaterial whether any two or more Member Organisations attending it are in the same place as each other.
12.8.5 Two or more persons who are not in the same place as each other are considered as attending a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
12.9 Adjournment of meetings The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.