CONSTITUTION
OF
BAHAMAS EMPLOYERS CONFEDERATION
NAME
The name of the Confederation is BAHAMAS EMPLOYERS CONFEDERATION.
OFFICE
The office of the Confederation is situate at the Bahamas Chamber of Commerce Building, Shirley Street and Collins Avenue, Nassau, New Providence, The Bahamas, with the postal address of P.O. Box N-166, Nassau, Bahamas, or at such other place within the Commonwealth of The Bahamas as the directors may from time to time determine.
CONFEDERATION OBJECTS
The objects of the Confederation are:
To undertake the functions of the organization most representative of employers in the Commonwealth of The Bahamas in order to represent employers in the Commonwealth of The Bahamas on national, regional and global levels.
For its members to consult, advise and support the common interest of employers in order to create and promote the best environment for employers.
To collect and collate information on industrial relations matters obtained from both within and outside the Commonwealth of The Bahamas and to circulate that information for the guidance of members.
To encourage the establishment and maintenance of fair and reasonable employment practices and to promote strict adherence to law and contractual obligations in employer and employee relations.
To lobby for and represent employers at the national level with regard to the operation of existing laws, legislative proposals, and the activities of government which may affect the interest of employers and to seek representation on all Statutory Boards and Committees whose mandate or initiatives may impact the socio-economic and or environmental concerns of employers.
To maintain membership in the regional employers group "Caribbean Employers Confederation" and the global employers group "International Organization of Employers", and to represent employers in the Commonwealth of The Bahamas at the "International Labour Organization".
To cooperate with, or be a member or affiliate of any organization the objects of which are consistent with those of the Confederation and to do all such other lawful things that are incidental or conducive to the objects of the Confederation, including the providing of services to members and conducting of management and skills training, provided that:
Nothing contained in this Constitution shall be construed to give the Confederation the power to make rules or regulations for or issue directions to the members of the Confederation with respect to their relations with employees or other employers; and
Unless expressly forbidden by a member furnishing information to the Confederation, such information may be communicated to persons or bodies outside the Confederation, but in no circumstances whatsoever shall the name of the member furnishing such information be communicated without the express permission of the member who furnished the information
INCOME AND PROPERTY
The income and property of the Confederation whencesoever derived, shall be applied solely towards the promotion of the objects of the Confederation as set forth in this Constitution; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the Confederation. Provided that nothing herein shall prevent the payment, in good faith, or remuneration to any director, officer or servant of the Confederation in return for any services actually rendered to the Confederation, but so that no member of the Confederation or director shall be appointed to any salaried office of the Confederation or any office of the Confederation paid by fees, and that no remuneration or other benefit in money or moneys worth shall be given by the Confederation to any member of the Confederation or director except repayment of out-of-pocket expenses.
AMENDMENT
No addition, alteration or amendment shall be made to or in this Constitution for the time being in force unless the same shall have been previously submitted to and approved by the members of the Confederation.
AUTHORISED CAPITAL
The Confederation shall have no authorised share capital and shall be limited by guarantee.
LIABILITY OF MEMBERS
The liability of the members is limited.
WINDING UP
Every member of the Confederation undertakes to contribute to the assets of the Confederation in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the Confederation contracted before he ceases to be a member, and the costs, charges and expenses of winding up the Confederation and for the adjustment of the rights of the contributories amongst themselves, such amounts as may be required not exceeding B$1.00.
INTERPRETATION
In this Constitution, if not inconsistent with the subject or context, the words in quotation marks shall have the meanings set out beside them.
"This Constitution" means this Constitution as originally framed or as from time to time altered by resolutions of the members.
"The Confederation" means the Bahamas Employers Confederation.
"The directors" mean the directors for the time being of the Confederation.
"In writing" and "written" include printing, lithography, and other modes of representing or reproducing words in visible form.
Words importing the singular number only, include the plural number and vice versa.
Words importing the masculine gender only, include the feminine gender.
Words importing persons only, include corporations, associations and groups.
In addition to the office of the Confederation set out in Article 2 of this Constitution, the Confederation may have an office for the transaction of business at any other place, and meetings of the Confederation or of the directors may be held at any place as the directors may determine.
MEMBERS
Members of the Confederation shall be:-
An individual businessperson (active or retired).
An individual company.
A group of companies where each individual company of the group is controlled by substantially the same shareholder(s) or benefits substantially the same individual(s).
An association of companies.
The application for membership shall be in a form determined by the directors, and the directors shall consider each application for membership, either accepting or rejecting the application.
A method by which the directors may exercise their right to accept or reject applications for membership shall be as follows:
When a completed application is received by the Confederation a copy of the completed form may be sent to each director, whereupon each director may record his or her acceptance or rejection of the application and return the form to the Confederation's office.
If one or more directors record a rejection of the application, then the application shall be considered at the next meeting of the Board of Directors and be decided by a majority of votes.
Although a group of companies or an association of companies enjoys the same benefits as an individual company, the individual companies of the group or association will not have direct access to the services provided by the Confederation. This is not to say however that an individual company belonging to a group or association cannot become an individual company member of the Confederation.
Unless a particular member deems it prejudicial to its interests, every member shall furnish the Confederation with such information as it may at any time or from time to time require concerning terms and conditions of employment and salaries and ranges of pay of any category or categories of its employees, provided however that neither the Confederation nor any member of the Confederation may make use of the information so furnished whereby the source of the information might become known without the express permission of the member supplying the information. It is provided further that any member who refuses or omits to supply such information shall not be entitled to the benefit of any statistical or general information circular or publication produced by the Confederation based on similar information supplied by other members.
If at any time a member's subscriptions, dues, charges or fees remain unpaid for a period of three (3) months without prior arrangement with the Confederation, that member shall cease to be a member of the Confederation. Notwithstanding the above, the ceased member may be reinstated upon such terms as the Board of Directors think fit.
Any member wishing to terminate their membership in the Confederation shall give three (3) calendar months notice in writing to the Confederation during which time the member will be bound to discharge all its obligations and undertakings to the Confederation as determined by the directors. The member will forfeit any unused portion of its subscription fee upon termination of membership.
If for any reason the directors determine that a particular member should be expelled from the Confederation, that member shall be given not less than fourteen (14) days notice that the directors are considering the expulsion of the said member in order to allow the member the right to state its case before the directors prior to a vote being taken on the matter. If a vote is carried that a member be expelled, that member shall be reimbursed on a pro-rata basis for any unused portion of its subscription fee. The decision of the Board of Directors shall be final, however the expelled member is free to re-apply for membership in the Confederation after twelve (12) months from the date of its expulsion.
GENERAL MEETINGS
General meetings shall be held once in each and every calendar year at such time and place as may be prescribed by the directors. At these meetings the officers shall first be elected, with such elected officers automatically being appointed as directors, after which the remaining directors shall be elected for the ensuing year and the general business of the Confederation transacted.
The above-mentioned general meetings shall be called ordinary meeting; all other general meetings of the Confederation shall be called extraordinary meetings.
Any two (2) directors or any five (5) members may in writing signed by them addressed to The Directors and sent by registered post to or left at the office of the Confederation requisition a general meeting. The writing shall contain the reason for the general meeting and may specify a resolution or resolutions to be proposed at such general meeting. Within fourteen (14) days of receipt of such requisition the directors shall convene a general meeting by appropriate notice addressed to all members.
NOTICE OF GENERAL MEETINGS
An annual general meeting shall be called by at least fourteen (14) days notice in writing, and any other general meeting by at least seven (7) days notice in writing, provided that the accidental omission to give notice to, or the non-receipt of notice by, any member entitled thereto shall not invalidate the proceedings at any general meeting.
Where at any time there are not in The Bahamas sufficient directors capable of acting to form a quorum, any director or any two members of the Confederation may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.
Every notice calling a general meeting shall specify the place, the day and the hour of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote in its place and that the proxy need not be a member of the Confederation.
In the case of an annual general meeting the notice shall also specify the meeting as such.
In the case of any general meeting at which business other than routine business is to be transacted the notice shall specify as a minimum the general nature of the business.
Routine business shall mean and include only business transacted at an annual general meeting of the following classes, that is to say:
Reading considering and adopting the balance sheet, the reports of the directors and auditors, and other accounts and documents annexed to the balance sheet.
Electing officers and directors of the Confederation for the ensuing year.
PROCEEDINGS AT GENERAL MEETINGS
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. A quorum shall for all purposes consist of ten (10) members or twenty-five percent (25%) of the registered members, whichever is the lesser amount, present in person or by proxy.
If within one half an hour from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the directors may determine. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the members present, if more than one, shall be a quorum.
The President, or in his or her absence the Vice-President, shall preside as Chairman at a general meeting of the Confederation. In the event that neither the President nor Vice-President are present within 15 minutes of the time appointed for holding the meeting, or if neither of them be willing to take the chair, the directors present shall choose some director present to be Chairman, or if no director be present, or if all the directors present decline to take the chair, the members present shall choose one of their number to be Chairman.
The Chairman may, with the consent or at the direction of any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, seven clear days' notice at least, specifying the place, the day and the hour of the adjourned meeting, shall be given as in the case of the original meeting, but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Every resolution put to a vote at the meeting shall be decided by a show of hands unless a poll is demanded before or on the declaration of the result of the show of hands. In the case of an equality of votes, the Chairman shall have a casting vote in addition to the vote he or she is entitled to as a member.
At any general meeting, unless a poll is demanded by the Chairman or by at least two (2) members present in person or by proxy, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect is entered into the book containing the minutes of the proceedings of the Confederation, that shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
When a poll is demanded it shall be taken forthwith.
When a majority of the members in person or by proxy representing at least one-half of the members of the Confederation sign the minutes of any general meeting, the same shall be deemed to have been duly held notwithstanding that the members have not actually come together or that there may have been technical defects in the proceedings.
The minutes of any general meeting if purporting to be signed by the Chairman thereof, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated of the proceedings thereat.
VOTES OF MEMBERS
On a show of hands every member present in person shall have one vote, and upon a poll every member present in person or by proxy shall have one vote.
The instrument appointing a proxy shall be in writing in the usual common form or in any other form which the directors accept and shall be signed by the individual member, or a director or officer of the individual company member, or by a director or officer of one of the companies for a group of companies member, or by a director or officer of the association for an association of companies member.
An instrument appointing a proxy must be left at the office of the Confederation or such other place, if any, as is specified for that purpose in the notice convening the meeting not less than 24 hours before the time appointed for holding the meeting for which it is to be used or may be handed to the Chairman at the meeting.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous dissolution of the member entity or revocation of the instrument or proxy, provided no intimation in writing of the dissolution or revocation shall have been received at the office before the meeting at which the instrument of proxy is used.
DIRECTORS
Subject as hereinafter provided the directors shall not be less than five (5) nor more than twelve (12) in number. The Confederation may by resolution of members from time to time increase or decrease the maximum or minimum number of directors.
The office of a director shall be vacated in any of the following events, namely:
If he or she becomes prohibited by law from acting as a director.
If (not being an Executive Director holding office as such for a fixed term) he or she resigns by writing under his or her hand left at the office.
If he or she has an adjudication order made against him or her or compounds with his or her creditors generally.
If he or she becomes of unsound mind.
If he or she is absent from meetings of the directors for four (4) consecutive meetings without leave, and the directors resolve that his or her office be vacated.
If he or she be requested in writing by all his or her co-directors to resign.
If he or she is requested in writing by members representing more than one-half of the members of the Confederation to resign.
The continuing directors may act notwithstanding any vacancy in their body, but, and if and so long as their number is reduced below the number fixed by or pursuant to this Constitution as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number, or by summoning a general meeting of the Confederation, but for no other purpose.
Any casual vacancy occurring in the Board of Directors may at any time be filled up by the directors, but any person so chosen shall retain office so long only as the vacating director would have retained the same if no vacancy had occurred.
At the ordinary meeting in every year all the directors shall retire from office, but shall be eligible for re-election. A director retiring at a meeting shall retain office until the dissolution of that meeting.
The Confederation at the meeting at which a director retires in manner aforesaid may fill up the vacated office by appointing a person thereto, and in default the retiring director shall, if willing to act, be deemed to have been re-appointed, unless at such meeting it is expressly resolved not to fill the vacated office or a resolution for the re-appointment of such director shall have been put to the meeting and lost.
No director shall be disqualified by his or her office from contracting with the Confederation either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Confederation in which any director shall be in any way interested, be avoided, nor shall any director so contracting or being so interested be liable to account to the Confederation for any profit realized by any such contract or arrangement by reason of such director holding that office or of the fiduciary relation thereby established, but the nature of his or her interest must be disclosed by him or her at the meeting of the directors at which the contract or arrangement is determined on, if his or her interest then exists, or in any other case at the first meeting of the directors after the acquisition of his or her interest, and after such declaration of interest he or she shall be entitled to vote either as director or as a member in respect of any contract or arrangement in which he or she is so interested as aforesaid.
Any director may act by himself or herself, or in his or her firm in a professional capacity for the Confederation, and he or she, or his or her firm shall be entitled to remuneration for professional services as if he or she were not a director, and may hold any other office or place of profit under the Confederation in conjunction with his or her office of director and on such terms as the directors may determine.
A director of this Confederation may be or become a director, or other officer or member of any company promoted by this Confederation or in which it may be interested and no such director shall be accountable for any benefits received as a director, officer or member of such company.
GENERAL POWERS OF DIRECTORS
The business of the Confederation shall be managed by the directors, who may exercise all such powers of the Confederation as are not by this Constitution required to be exercised by the Confederation in general meeting, subject nevertheless to any regulations of this Constitution, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Confederation in general meeting; but no regulation made by the Confederation in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made.
Without prejudice to the general powers conferred by the last preceding Article, and the other powers conferred by this Constitution, it is hereby expressly declared that the directors shall have the following powers, that is to say power:-
To purchase or otherwise acquire for the Confederation any property, rights or privileges, which the Confederation is authorized to acquire, at such price and generally on such terms and conditions as they think fit.
At their discretion to pay for any property, rights or privileges acquired by, or services rendered to, the Confederation, either wholly or partially in cash, bonds, debentures, or other securities of the Confederation, and any such bonds, debentures, or other securities may be either specifically charged upon all or any part of the property of the Confederation, or not so charged.
Subject to the provisions of this Constitution to appoint, and at their discretion remove or suspend, such managers, secretaries, officers, clerks, agents, and servants for permanent, temporary, or special services, as they may from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments, and to require security in such instances and to such amount as they think fit.
To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Confederation any property belonging to the Confederation, or in which it is interested, or for any other purposes, and to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees.
To refer any claims or demands by or against the Confederation to arbitration, and observe and perform the awards.
To enter into all such negotiations and contracts, and rescind and do all such acts, deeds, and things in the name and on behalf of the Confederation as they may consider expedient for or in relation to any of the matters aforesaid, or otherwise for the purposes of the Confederation.
To make and give receipts, releases and other discharges for money payable to the Confederation, and for the claims and demands of the Confederation.
To invest and deal with any of the moneys of the Confederation not immediately required for the purposes thereof, upon such securities and in such manner as they may think fit, and from time to time to vary or realize such investments.
BORROWING POWERS OF DIRECTORS
The directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of the Confederation, and the directors may raise or secure the payment or repayment of such moneys in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the issue of debentures and other securities which may be charged upon all or any part of the undertaking and property of the Confederation (both present and future).
Debentures and other securities may be made assignable free from any equities between the Confederation and the person to whom the same may be issued, and any debentures, or other securities may be issued at a discount, premium, or otherwise, and with any special privileges as to redemption, surrender, drawings, and otherwise.
OFFICERS
The Confederation may appoint annually a President, a Vice-President, a Treasurer, a Secretary and such other officers as they may from time to time think necessary. At the ordinary meeting in every year all such officers shall retire from office, but shall be eligible for re-appointment. An officer retiring at a meeting in the manner aforesaid shall retain office until the dissolution of that meeting. The Confederation at the general meeting of which any officer retires in the manner aforesaid may fill up the vacated office by appointing a person thereto, and in default the directors may fill up the office, unless at such ordinary meeting it shall have been expressly resolved not to fill the vacated office. The directors may fill any casual vacancy in any office occurring during any year and any officer appointed under this Article may at any time be removed from office by the Confederation in general meeting or by the directors and some other person may in such event be appointed in like manner in place of the person so removed.
Subject as hereinafter provided the officers shall perform such duties as may be prescribed by the directors. Any person may hold more than one office. A director may hold any other office in conjunction with his or her office of director.
EXECUTIVE DIRECTOR
The directors may from time to time appoint an Executive Director to act in the capacity of Chief Executive Officer who need not be a director or a member of the Confederation for such term as they think fit, subject to the terms of any agreement entered into in any particular case, and may revoke such appointment, and he or she shall be subject to the provisions of any agreement between him or her and the Confederation.
The Executive director shall receive such remuneration (whether by way of salary, commission or otherwise, or partly in one way and partly in another) as the directors shall determine.
The directors may entrust to and confer upon the Executive Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, or vary all or any of such powers.
PROCEEDINGS OF DIRECTORS
The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit, provided that the directors meet as a Board at least three (3) times per year, one of which shall follow each annual general meeting.
A meeting of the directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under this Constitution for the time being vested in or exercisable by the directors generally. Three (3) directors shall be a quorum.
Any director may at any time convene a meeting of the directors. It shall be necessary to give three days notice of a meeting of the Board of Directors to every director but any director may waive such notice. A director shall be deemed to be present at a meeting of the Board of Directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other and recognize each other's voice and for this purpose participation shall constitute prima facie proof of recognition.
The President, or in his or her absence the Vice-President, shall preside at all meetings of the directors. In the absence of the President and Vice-President the directors shall choose one of their number to be chairman of the meeting.
The directors may delegate any of their powers to committees consisting of at least one of the members of their body and such other members of the Confederation as they think fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part and either as to persons or purposes; but every committee so formed, shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the directors. Any committee so formed may be an ad hoc committee or a standing committee. Committees shall have powers to co-opt or to call into attendance to assist them persons with knowledge or expertise in the matters that they deliberate.
Questions arising at any meeting of or for the decision of the directors shall be decided by a majority of votes, and in case of an equality of votes, the Chairman shall have a second or casting vote.
All acts done by any meeting of the directors or of a committee, or by any person acting as a director, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment or continuance in office of any such directors or committee or persons acting as aforesaid, or that they or any of them were or was disqualified or had vacated office, or were not entitled to vote, or had not received notice of the meeting, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified and had continued to be a director or committee member and had received such notice.
Any minutes of the meetings of directors if purporting to be signed by the Chairman thereof, or by the Chairman of the next succeeding meeting, shall be sufficient evidence of the proceedings without any proof of the facts therein stated.
When the majority of the directors for the time being sign the minutes of a meeting of the directors the same shall be deemed to have been duly held notwithstanding that any of the directors were not given notice of the meeting or that there may have been technical defects in the proceedings and a resolution in writing, signed by all the directors for the time being shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted, and may consist of several documents in a like form each signed by one or more of the directors.
MINUTES AND BOOKS
The directors shall cause minutes and registers to be made in books provided for the following purposes:-
Register of Members to show the member's name, postal address, telephone number, fax number, and name of the member's representative and alternate representative (if any).
Register of Officers to show the officer's name, office held, and the name of the member represented by the officer.
Register of Directors to show the director's name and the name of the member represented by the director.
Meeting Attendance Register showing the name of the directors and committee members present at each meeting of the Board of Directors and of any meeting of a committee as well as the dates of such meetings.
Minutes of all resolutions and proceedings at all meetings of the members of the Confederation, and meetings of the Board of Directors, and meetings of committees.
FINANCE
The rates of application processing fees, membership subscriptions, and the charges for premium services, events, functions or products shall be determined by the Board of Directors from time to time.
Yearly membership subscriptions shall be paid annually. However, the Board of Directors may in their discretion make provision for members to pay their subscriptions in installments, but notwithstanding this provision members shall be liable for their full subscription for the year in the event of their resigning membership during the currency of that year. Members admitted during the course of the year shall pay a pro rata subscription based on the number of months that are remaining in the year at the time membership was granted.
ACCOUNTS
The directors shall cause to be kept proper books of account with respect to:
All sums of money received and expended by the Confederation, and the matters in respect of which such receipt and expenditure take place.
Of the assets and liabilities of the Confederation.
Of all other matters necessary for showing the true state and condition of the Confederation.
The provisions of this Article may be waived by resolution of the members in general meeting.
The books of account shall be kept at one of the offices of the Confederation, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the directors, shall be open to the inspection of the directors during the normal hours of business.
Unless waived by a resolution of the members in general meeting, once at the least in every year the directors shall lay before the Confederation in general meeting a statement of the income and expenditure for the past year.
Unless waived by a resolution of the members in general meeting, a balance sheet shall be made out in every year and shall be laid before the Confederation in general meeting and such balance sheet shall contain a summary of the assets and liabilities of the Confederation, as at the date to which such statement of income and expenditure is made up.
NOTICES
A notice may be served by the Confederation upon any member either personally or by fax, or by email (provided that the member agrees to the receipt of notice by email), or by sending it through the post in a prepaid envelope or wrapper addressed to such member at his or her postal address as appearing in the Register of Members, provided that no member other than a member described in the Register of Members by a postal address within the Commonwealth of The Bahamas shall be entitled to receive any notice from the Confederation.
The signature to any such notice to be given by the Confederation may be written, typewritten or printed.
Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered or become available for collection in the ordinary course of post.
A meeting of members whether ordinary or extraordinary or of directors may be held without previous notice if all the members or directors, as the case may be, are present in person, or in the case of a meeting of members are present either in person or by proxy.
WINDING UP SURPLUS
In the event of the Confederation winding up and a surplus remains after all debts and liabilities have been satisfied, the surplus shall not be distributed among the members, but shall be given or transferred to some other body having objectives similar to those of the Confederation or to any charitable body.
INDEMNITY
Every director, manager, secretary and other officer or servant of the Confederation shall be indemnified by the Confederation against, and it shall be the duty of the directors out of the funds of the Confederation to pay, all costs, losses, and expenses which any such director, manager, secretary, officer or servant may incur or become liable to by reason of any contract entered into, or act or thing done by him or her as such director, manager, secretary, officer or servant, or in any way in the discharge of his or her duties, including traveling expenses, and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Confederation.
No director or other officer of the Confederation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Confederation through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Confederation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Confederation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any moneys, securities or effects shall be deposited, or for any loss occasioned by an error of judgment, omission, default or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of his or her office or in relation thereto, unless the same happen through his or her own dishonesty.
AMENDMENT
Amendments to this Constitution shall only be made at a general meeting of the Confederation.
The precise wording of any proposed amendments shall be circulated to all members at least twenty-one (21) days prior to the general meeting at which such amendments are to be considered.
A poll vote shall be taken on any resolution to amend this Constitution. In order for the resolution to be carried, it must be passed by a two-thirds majority of the voting strength present at the general meeting both in person or by proxy.
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