THE WORLD FEDERATION OF RIGHT TO DIE SOCIETIES
1.1 The name of the organization shall be World Federation of Right to die Societies (herein called "the Federation").
2.1 The Federation shall take such steps as may be necessary to:
3.1 Membership shall be open to all societies whose main object is consistent with paragraph 2.1 of these By-Laws.
3.2 For the purpose of these By-Laws a society is an organization that has either members or supporters and a Board or Committee which performs executive functions on behalf of those members or supporters.
3.4 An association consisting of members from the same region of the world may be recognised by the Federation and authorized to describe itself as a division of the Federation for as long as all the members of the division are members of the Federation and support the objects contained in paragraph 2.1 above.
3.5 Such recognition and authorization may be granted by a majority of those members present and voting at a biennial meeting of the Federation.
3.6 Such recognition and authorization may be terminated at a biennial meeting of members if they decide by a majority of two-thirds of those present and voting that the division's continued recognition would be contrary to the best interests of the Federation.
4.0 TERMINATION OF MEMBERSHIP
4.1 A member may be expelled from the Federation at a biennial meeting of members if they decide by two-thirds of those present and voting that the memberÃ•s continued membership would be contrary to the best interests of the Federation.
5.1 A member may resign from the Federation at any time by sending to the Secretary written notice to that effect. Any member so resigning shall remain liable to pay to the Federation any fees or other charges previously accrued and unpaid.
6.1 A former member may apply for its membership to be reinstated by sending a written request to the Secretary. The members may by a majority vote reinstate the former member to membership on such terms as the members shall deem appropriate.
7.0 MEMBERSHIP FEES
7.1 Each member shall pay to the Treasurer of the Federation an annual fee as determined from time to time by a majority of the members present at a biennial meeting.
7.2 Any member which is from time unable to pay the prescribed fee without hardship may request special consideration of its fees by the Board. Such a request shall be addressed to the Treasurer, and the Board may, by a majority of votes cast either at a biennial meeting or between biennial meetings, allow such reduction as in their discretion they deem appropriate.
7.3 Membership fees shall be paid not later than six months from the 1st January each year. Any member in default will be notified in writing by the Treasurer that its membership will terminate unless the fee (whether full or reduced) is received within ninety days of the date of posting of the notice. If the fee is not paid in accordance with the notice the membership of that member shall cease accordingly.
7.4 The amount of the membership fee due from a member admitted between biennial meetings shall be such sum as may be agreed by the member and the Treasurer.
8.1 The Board of Directors of the Federation shall be responsible for the management and be answerable to the members for the receipt and expenditure of its funds.
8.2 The Board of Directors shall consist of the five officers (President, Vice President, Treasurer, Secretary and Editor of the Federation's newsletter) and not more than five other Directors, one of whom shall be the immediate Past President of the Federation.
8.3 The immediate Past President shall serve as a Director for a period of two years. Subject to the provisions of paragraph 9.5, the remaining directors (whether officers or not) shall be eligible to serve for a maximum of five consecutive two-year terms. They shall be eligible for re-election after the lapse of a period of two years.
8.4 Any casual vacancy on the Board may be filled by co-option by the Board and the person co-opted shall serve until the next election of Directors at a biennial meeting.
8.5 Only those people who are Board or Committee members, or officers of members shall be eligible to be elected as Directors of the Federation, but they may remain in office until the expiration of their term on the Board notwithstanding that they have ceased to be eligible for election.
8.6 Five Directors present at a meeting of the Board shall constitute a quorum and each Director shall have one vote.
8.7 The Board may conduct any of its business, other than that required by these By-Laws to be conducted at the time of a biennial meeting, by ballot of the directors conducted by the Secretary on the instructions of the President; provided that any correspondence or notice sent by the Secretary for this purpose shall be dispatched by whatever means in the country of the Secretary provides written confirmation of posting.
8.8 The Board, in its discretion, may nominate an address within the area served by any of the members of the Federation as the Federation's address for all official purposes.
8.9 The Board may defray out of the funds of the Federation, either in whole or in part, the expenses incurred by a Director while engaged in the official business of the Federation, to the extent that it may seem reasonable to do so.
9.1 The Federation shall have the following officers: President, Vice-President, Secretary, Treasurer and Editor of the Federation's Newsletter. Other offices may be proposed by the Board to a biennial meeting for election.
9.2 Officers shall be elected for a period of two years by members at a biennial meeting.
9.3 Notwithstanding anything contained in paragraph 8.5 the editor of the Federation's Newsletter may be an ordinary member or an employee of a member and, if so, shall not be a director or officer of the Federation but shall have ex officio status on the Board without voting rights. If the editor is not also a director, an additional director may be elected to bring the number of Board members to ten.
9.4 A vacancy prior to the expiration of a term in the offices of the Federation (except in the Presidency or Vice-Presidency) may be filled by the Directors by co-option from other members of the Board. An officer so elected shall serve until the election of officers at the next biennial meeting of members.
9.5 The Vice-President, if able and willing to act, shall succeed to the office of President.
9.6 The President shall preside at all meetings of the Federation and the Board of Directors and shall have such other duties and powers as may be assigned by the Board of Directors.
9.7 In the absence, death or other inability to act of the President, the Vice-President shall perform the duties of the President. The Vice-President shall perform such other duties as may be assigned by the Board of Directors.
9.8 The Secretary shall keep the minutes of all meetings of the Federation and the Board of Directors and perform such other duties as may be assigned by the Board of Directors.
9.9 The Treasurer shall collect, receive and safely keep all the funds of the Federation, deposit them in a bank or banks designated by the Board of Directors and shall provide for the proper expenditure of such funds. The Treasurer shall present a financial report to each biennial meeting of the Federation. The Treasurer shall prepare audited accounts which shall be circulated to all members. The Treasurer shall also perform such other duties as may be assigned by the Board of Directors.
9.10 The Editor of the Federation's Newsletter shall edit and produce a newsletter at least twice a year and distribute it to the members.
10.1 The Federation shall hold a general meeting of the members in even-numbered years in a country designated by the Board of Directors in order to transact the following business:
10.2 A special meeting of members may be called by the Board of Directors and shall be called upon the written request of ten members. Such request shall be submitted to the Secretary at least four months before the date of the proposed meeting. Notice of such meeting shall be mailed to each member not less than ninety days before the date of the proposed meeting. Members requesting a special meeting of members shall be protected from being expelled for a period of two years, solely on the grounds of that request.
10.3 At all meetings a majority of the membership shall constitute a quorum.
10.4 Each member may appoint one or more delegates to biennial meetings and shall have one vote.
10.5 Members may vote on any motion before the meeting or in any election of Directors or officers either through their delegates or a duly appointed proxy. Proxies may be granted for specific motions only, as such motions may be amended on the floor of the meeting. Each proxy must be given clear and explicit instructions as to how the proxy must vote on each motion. The number of proxies to be held and cast by a member organization shall be limited to three (3) proxies from each member.
10.6.1 At any meeting of the Federation, any motion shall be subject to a postal ballot of the whole membership if a proposal to that effect is carried by at least two-thirds majority of the members present at such meeting. Any such motion shall become operative if it is carried by a majority of those members voting in the postal ballot.
10.7 At least four months before each biennial meeting the Secretary shall request in writing notice of any motions to be proposed by members, together with not more than seventy-five words in support of each motion. The Secretary shall send a copy of all motions and supporting statements to the members at least six weeks prior to the date of the meeting.
11.1 At least four months before each biennial meeting the Secretary shall send to the members nomination forms for the offices of Vice President, Secretary, Treasurer and Newsletter Editor and for four other members of the Board. Members wishing to nominate must return the forms to the Secretary at least two months before the biennial meeting and the Secretary will send details of the nominations received in that time to the members at least six weeks before the date of the meeting. If there have been fewer nominations than vacancies, further nominations may be taken from the floor. Unsuccessful candidates for any office may stand for election as a Director.
12.0 AMENDMENT OF THE CONSTITUTION
12.1 A motion to amend the By-Laws shall require a two-thirds majority of those present at a meeting.
13.1 A motion to dissolve the Federation shall require a two-thirds majority of those present.
The dissolution shall take effect from the date of the resolution and the Board of Directors shall be responsible for the winding-up of the assets and liabilities of the Federation.
(a) Upon dissolution or other termination of the Federation, subject to the approval of the Supreme Court of the State of New York, if the Federation is at the time a private foundation, as defined by the Internal Revenue Service Code of 1986, as amended (the "Code"), all of its net assets shall be distributed to one or more organizations as shall qualify under Section 501(c)(3) of the Code, each of which organizations shall have been in existence and so described for a continuous period of at least sixty calendar months immediately preceding such districution.
(b) Upon dissolution or other termination of the Federation, subject to the approval of the Supreme Court of the State of New York, if the Federation is at the time is not a private foundation, as defined by the Code, the net assets shall be paid over to one or more governmental agencies and/or corporations, trust funds, foundations or other organizations organized and operated exclusively for charitable and/or educational purposes and exempt from federal income taxes (except for unrelated business income taxes and investment income taxes imposed on private foundations) under the Internal Revenue Service Code then in effect
14.1 Any dispute as to the interpretation of any part of this constitution shall be resolved in accordance with the laws of the State of New York.
15.1 The Federation shall indemnify any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he, or his testator or intestate, is or was a director or officer of the Federation, or of any other corporation which he served as such at the request of the corporation, against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees and disbursements, actually and necessarily incurred in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, and including the costs of settlements, to the fullest extent and in the manner set forth in and permitted by the Nor-for-Profit Corporation Law of the State of New York, as amended from time to time, and any other applicable law, as from time to time in effect. Such right to indemnification shall be deemed exclusive of any other rights to which such director or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Section 15.1 shall be deemed to be a contract between the Federation and each Director and officer who serves in such capacity at any time while this Section 15.1 and the relevant provisions of the New York Nor-for-Profit Corporation Law and other applicable law, if any, are in effect, and except to the extent otherwise required by law, any repeal or modification therof shall not affect any rights or obligations then existing or thereafter arising with respect to any state of facts then and theretofore existing or thereafter arising or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts.
Any dispute as to the interpretation of any part of this constitution shall be
(Amended at Boston; September 2000.)