32. Amendment of constitution
As provided by sections 224-227 of the Charities Act 2011:
32.1 This constitution can only be amended:
32.1.1 by resolution agreed in writing by all Full Members of WAGGGS and passed in accordance with the provisions of clause 11.3 (as applicable); or
32.1.2 by a resolution passed by a 75% majority of votes cast of Full Members at a general meeting of WAGGGS.
32.2 Any alteration of clause 3 (Objects), clause 33 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by members of the World Board or Full Members of WAGGGS or persons connected with them, requires the prior written consent of the Charity Commission.
32.3 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
32.4 A copy of any resolution altering the constitution, together with a copy of the WAGGGS’ constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.
33. Voluntary winding up or dissolution
33.1 As provided by the Dissolution Regulations, WAGGGS may be dissolved by resolution of its Member Organisations. Any decision by the Member Organisations to wind up or dissolve WAGGGS can only be made:
33.1.1 at a general meeting of the Member Organisations of WAGGGS called in accordance with clause 12 (General meetings of members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
33.1.1.1 by a resolution passed by a 75% majority of those voting; or
33.1.1.2 by a resolution passed by a decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
33.1.1.3 by a resolution agreed in writing by all Member Organisations of WAGGGS.
33.1.2 Subject to the payment of all WAGGGS’ debts:
33.1.2.1 Any resolution for the winding up of WAGGGS, or for the dissolution of WAGGGS without winding up, may contain a provision directing how any remaining assets of WAGGGS shall be applied.
33.1.2.2 If the resolution does not contain such a provision, the World Board must decide how any remaining assets of WAGGGS shall be applied.
33.1.2.3 In either case the remaining assets must be applied for charitable purposes the same as or similar to those of WAGGGS.
33.1.3 WAGGGS must observe the requirements of the Dissolution Regulations in applying to the Commission for WAGGGS to be removed from the Register of Charities, and in particular:
33.1.3.1 the World Board must send with its application to the Commission:
(a) (b) (c) a copy of the resolution passed by the Member Organisations of WAGGGS; a declaration by the World Board that any debts and other liabilities of WAGGGS have been settled or otherwise provided for in full; and a statement by the World Board setting out the way in which any property of WAGGGS has been or is to be applied prior to its dissolution in accordance with this constitution;
33.1.3.2 the World Board must ensure that a copy of the application is sent within seven days to every Member Organisation and employee of WAGGGS, and to any member of the World Board of WAGGGS who was not privy to the application.
33.1.4 If WAGGGS is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.