23. Meetings and proceedings of the World Board

23.1 Calling meetings

23.1.1 Any member of the World Board may call a meeting of the World Board by giving notice to the chair.

23.1.2 Subject to clause 23.1.1, the World Board shall decide how its meetings are to be called, and what notice is required.

23.2 Chairing of meetings The World Board shall at its first meeting following a World Conference appoint by ballot one of the Elected Trustees to be chair and up to two of the Elected Trustees to be vice- chairs. The chair and vice-chairs shall hold office until the next World Conference. The chair and vice-chairs shall be eligible for re-election within their terms of office as members of the World Board.

23.3 Procedure at meetings

23.3.1 No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is half plus one of the World Board. A member of the World Board shall not be counted in the quorum present when any decision is made about a matter upon which she is not entitled to vote.

23.3.2 Questions arising at a meeting shall be decided by a majority of those eligible to vote.

23.4 Participation in meetings by electronic means

23.4.1 A meeting may be held by suitable electronic means agreed by the World Board in which each participant may communicate with all the other participants.

23.4.2 Any member of the World Board participating at a meeting by suitable electronic means agreed by the World Board in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

23.4.3 Meetings held by electronic means must comply with rules for meetings, including the taking of minutes.

 

24. Saving provisions

24.1 Subject to sub-clause 24.2 of this clause, all decisions of the World Board, or of a committee of the World Board, shall be valid notwithstanding the participation in any vote of a member of the World Board:

24.1.1 who was disqualified from holding office;

24.1.2 who had previously retired or who had been obliged by the constitution to vacate office;

24.1.3 who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise, if, without the vote of that member of the World Board and that member of the World Board being counted in the quorum, the decision has been made by a majority of the World Board at a quorate meeting.

24.2 Sub-clause 24.1 of this clause does not permit a member of the World Board to keep any benefit that may be conferred upon her by a resolution of the World Board or of a committee of the World Board if, but for clause 24.1, the resolution would have been void, or if the member of the World Board has not complied with clause 8 (Conflicts of interest).

 

25. Execution of documents

25.1 WAGGGS shall execute documents either by signature or by affixing its seal (if it has one).

25.2 A document is validly executed by signature if it is signed by at least two of the members of the World Board.

25.3 If WAGGGS has a seal:

25.3.1 it must comply with the provisions of the General Regulations; and

25.3.2 it must only be used by the authority of the World Board or of a committee of World Board duly authorised by the World Board. The World Board may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two members of the World Board.