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Our Constitution

 

Download a copy of our constitution here

 

1. Name 

The name of the organisation is Women Ahead

The business address for Women Ahead is c/o DVA, 10 Constitution Road, Dundee, DD1 1LL.

  

2. The Purpose of Women Ahead 

Women Ahead will encourage, support and bring together women in business in Dundee and Angus, and provide a forum where women can network and discuss business issues.

  

3. The Organisation’s Membership 

Membership is open to women in business or affiliates; women pursuing a career in commerce, industry or the professions. 

The committee must approve all applications for membership. A prospective member may come as a guest to no more than two organisation meetings before having to apply for membership. If they do not then apply, or if the committee turns down their application, the prospective member cannot come to any further meetings.

  

4. Office Bearers 

The office bearers are normally: 

the Chairwoman

the Vice Chairwoman

the Treasurer

the Secretary

the Membership Secretary

one past Chairwoman

at least four ordinary committee members

  

5. Management of business 

The committee will manage the organisation’s affairs and property. It may delegate any part of these management duties and associated powers to one or more committee member, or to sub-committees made up of committee members, members, or both. 

The committee has the power and discretion to deal with any matter this constitution does not address and may take all reasonable steps to do so subject to the following: 

The committee must only use the organisation’s income and property, of any kind and from any source, to promote the organisation’s purpose described in paragraph 2 above. It must not pay or transfer any part of the organisation’s income or property, directly or indirectly, to any member of the organisation as a bonus or dividend, or in any other way that would financially benefit them. 

If the organisation winds up or dissolves, it should first use any remaining money or property to clear any debts and liabilities. If there is any money or property left over after doing this, the organisation must not pay or pass any of it to organisation members. 

Instead, the organisation will give or transfer the money or property to another organisation, society or other body with a similar purpose to its own. If this is not possible, organisation members will choose an appropriate charitable organisation and give or transfer the money or property to it. 

The members will take these decisions when they decide to dissolve the organisation. A resolution to wind up or dissolve the organisation will only be valid if 51 per cent of the members present at the meeting support it.

 

6. Electing the committee, Chairwoman and Vice Chairwoman 

The Committee 

The current Chairwoman will invite organisation members to send in postal nominations for new committee members by a closing date. Organisation members will then receive a list of the nominations and voting papers that they should return by a specified date. The formal election of successful nominees will take place at the organisation’s annual general meeting (AGM).

 If two or more nominees have the same number of postal votes, members present at the AGM will elect the successful person by majority vote. 

Committee members are eligible for election for a maximum of up to three consecutive years. A committee member may remain on the committee for two further years if:

  • there is no suitable person to replace them at the time of election
  • the committee approves the extended period of membership

 

Five years is the maximum committee membership allowed. 

Once elected, committee members will hold office for one year from the date of the AGM, at which point they will need to stand for re-election. 

 

 The Chairwoman 

The current Vice Chairwoman will normally become the new Chairwoman. Where this is not possible, the committee will elect the Chairwoman from among its membership. Generally, though not always, the Chairwoman should have had at least one year’s experience on the organisation’s committee. The Chairwoman will serve for one year.

The committee may decide to appoint someone from outside the committee directly to the post of Chairwoman where:  

the person is an outstanding businesswoman and will bring exceptional benefits to the organisation 

the majority of committee members agree it is in the best interests of the organisation

 

The Vice Chairwoman 

The Vice Chairwoman is recommended by the incoming Chairwoman and endorsed by the committee. Where possible, they should have served at least one year on the organisation’s committee. Ordinarily the Vice Chairwoman will become the Chairwoman the following year.

 

7. Co-opted members of committee 

The committee may co-opt organisation members to fill casual vacancies in the committee. It may also choose to co-opt up to four extra committee members, giving 13 members in total. These co-opted members have the power to vote at any committee meeting. 

These co-opted members will stay on the committee until the next AGM. Their continued membership of the committee will be subject to nomination and election in the normal way, limited to two years’ full membership. They may then remain on the committee for no more than two further years if: 

  • there is no suitable person to replace them at the time of election, and
  • the committee approves the extended period of membership 

The committee may also co-opt any number of people (whether organisation members or not) to a sub-committee committee for any special purpose, without the power to vote at any meeting.  

The committee may also co-opt any number of people (whether organisation members or not) to the committee for any special purpose, without the power to vote at any committee meeting.  

 

8. Committee meetings 

The committee will meet at least ten times during the year. If a committee member does not attend at least seven meetings during the year, the other committee members may ask them to resign from the committee.  

The Chairwoman will normally chair the meetings. In her absence, the Vice Chairwoman will chair the meetings. If both are absent, the committee members present will choose one member to chair that meeting. Voting in the committee will generally be by a show of hands. If votes for and against are the same, the chair will have a second and casting vote.

The committee will appoint sub-committees as necessary, and delegate to them any appropriate powers of decision.

  

9. Event fees, subscriptions and our financial year 

The committee will decide on appropriate changes to event fees and subscriptions. They should notify members of these proposed changes at least 28 days before the Annual General Meeting. These changes must be ratified at the AGM.

The organisation’s financial year ends on 31 December. The membership year ends on 31 December and subscription for membership for the year in advance is then due. If someone does not pay their subscription by 31 March, their membership will lapse. However, they may re-apply for membership later without prejudice. 

 

10. Expulsion 

The committee has the power, on a two-thirds majority, to expel a member for conduct they deem detrimental to the organisation’s good name. The expelled member has the right to appeal to the first committee meeting after being notified and their expulsion will not take effect until after that meeting if the committee reject their appeal.

The committee shall have power on a two-thirds majority of the whole committee, to expel a committee member for any conduct they deem detrimental to the organisation’s good name.

 

11. Annual General Meeting

The Annual General Meeting shall be held within three months of the end of the financial year, unless the committee decides otherwise due to exceptional circumstances. The committee will keep books of account to show the organisation’s financial affairs. They will prepare intromissions of the accounts as at the 31 December and lay these before the meeting for formal approval.  

12. Special General Meetings

The organisation may hold a Special General Meeting if:

  • the committee uses its discretion to do so, or
  • at least 25 per cent of the organisation’s members sign a request for such a meeting, giving their reasons in writing, and send it to the Chairwoman or Vice Chairwoman. The meeting will take place within 28 days of this request.

  

13. Quorum

A quorum for general meetings shall be 15, and for committee meetings, five. 

 

14. Voting 

Each member may vote in person or by proxy. Members are only entitled to vote at any meeting if they are up to date with their subscription and event fees.

 

15. Privileges 

Organisation members, during their period of membership, are entitled:

to copies of all periodical and annual organisation publications and those of the Association of Scottish Businesswomen (ASB). 

to enjoy all facilities organised or offered by the organisation and the ASB, subject only to the conditions of this constitution and the bye-laws specified in paragraph 17 below. 

the opportunity, subject to committee approval and availability, to present a member’s slot to promote their business at a organisation event, and an opportunity to have their company literature included in a mailing to all organisation members at a discounted rate. 

reasonable access to the minutes of committee meetings of the organisation and the ASB. Members should ask the Chairwoman or Vice Chairwoman for access to the minutes. 

 

16. Freedom from liability 

No member shall have any claim against the organisation or its office bearers or any individual organisation member in respect of any loss, injury or damage caused by or arising from using any organisation building (if any) or any organisation property, or sustained during any meeting or any other activity or function by or on behalf of the organisation.

  

17. Bye-laws 

The committee has the power to make bye-laws it deems necessary in connection with the running of the organisation. Such bye-laws shall be binding on all organisation members.

 

18. Changing the constitution 

The organisation may only change or add to the constitution if two-thirds of those present and eligible to vote at a general meeting approve the change or addition.  

Members must lodge any proposals for changes or additions with the committee in writing at least 28 days before a general meeting. 

 

19. Title to heritable property 

The title to any and all of the organisation’s heritable property shall be taken in the names of the current Chairwoman, Membership Secretary and Treasurer, and their successors in the same offices, as trustees for the organisation. The Chairwoman, Membership Secretary and Treasurer will sign all deeds and writs relating to the organisation’s land or heritable property. 

 

20. Data protection 

The Data Protection Act 1988 applies to all information about Women Ahead members and no details will be passed to a third party without permission.