THE UNITED NATIONS WOMEN'S ASSOCIATION IN BANGLADESH
CONSTITUTION

Article 1: Name and Address

Section 1.1.

Name:

The name of the association shall be the United Nations Women's Association in Bangladesh, hereinafter referred to as UNWA.

Section 1.2. 

Address:

The address of UNWA shall be care of the Resident Coordinator of the United Nations, IDB Bhaban, Sher-e-Bangla Nagar, Dhaka, and the postal address being G.P.O. Box 224, Dhaka 1000, Bangladesh.

Article 2: Definitions

Section 2.1.A. 

UN Women

UN women are defined as women who are professional staff or wives of the professional staff or dependent daughters of professional staff employed by the United Nations or one of its specialised agencies or United Nations affiliated organisations as defined in sections 2.5 and 2.6, provided that such women meet all of the following requirements:

1. above eighteen (18) years of age

2. are temporary residents in Bangladesh

3. they, their spouses or parents are directly employed by the United Nations or its Specialised Agencies or Affiliated Organisations.

Section 2.1.B.

Full members of UNWA

Full Members of UNWA are women who meet the requirements of section 2.1.A. and have paid an annual membership fee to UNWA.

Section 2.2 

Associate Members

Associate Members are defined as women from the host country Bangladesh or women from the expatriate community in Bangladesh, as per the following categorisation and criteria:

Section 2.2.1.

Category 1

Associate Members are defined as Bangladesh nationals who meet at least one of the following requirements. Priority shall be given in the following order:

1. United Nations professional women from Bangladesh who have worked abroad as professional staff of UN agencies and are now settled in Bangladesh upon retirement or separation.

2. Wives or former wives of retired UN professional staff from Bangladesh who have worked abroad and are now settled in Bangladesh.

3. Women from Bangladesh (Bangladesh Nationals) who can contribute to the objectives of UNWA.

Associate Members are defined as women from the expatriate community in Bangladesh who meet at least one of the following requirements:

1. Expatriate women or expatriate wives of expatriate employees working in the Diplomatic Corps, international aid agencies, international NGOs, corporate/business organisations or companies including international or multi-national organisations/companies that are not included in sections 2.5 and 2.6.

2. Expatriate women or expatriate wives of staff working as consultants or employees to professional bodies or to corporate/business organisations in Bangladesh.

Section 2.3.

Expatriate

Expatriate is defined as a person holding a non-Bangladeshi passport who requires a valid visa to stay in Bangladesh.

Section 2.4.

Bangladesh National

Bangladesh national is defined as a citizen of the Peoples Republic of Bangladesh.

Section 2.5.

United Nations and United Nations specialised agencies.

United Nations and United Nations specialised agencies are defined as agencies that are designated as such under the United Nations Charter or agencies listed officially by the Secretary-General of the United Nations.

Section 2.6.

United Nations affiliated organisations

United Nations affiliated organisations in Bangladesh are defined by the United Nations Resident Coordinator or the Resident Representative for UNDP in Bangladesh and as of April 2000, comprise of the following:

1. Asian Development Bank (ADB)

2. International Centre for Diarrhoeal Disease, Bangladesh (ICDDR,B)

3. International Jute Organisation (IJO)

4. Centre on Integrated Rural Development for Asia and the Pacific
   (CIRDAP)

5. International Organisation for Migration (IOM)

Section 2.7.

UN personnel

UN personnel are, for the purpose of this Constitution, defined as employees who are posted or to be posted in Bangladesh with the United Nations, the UN specialised agencies or the UN affiliated organisations as defined 2.5 and 2.6.

Article 3:  Objectives

Section 3.1.

Primary:

The primary objective of UNWA is to advise and assist the UN personnel and their families with support services that shall enable them to make a transition into the life and culture of Bangladesh. Support services and provisions include but are not limited to the providing of the UNWA Emergency Kit, the directory of services entitled "Settling in Bangladesh", an invitation to participate in UNWA sponsored programmes and events, and an invitation for eligible family members to join UNWA.

The other objectives are as follows:

To assist UN personnel and members of UNWA and their families during periods of national, family or personal emergencies.

To assist expatriate new arrivals in Bangladesh upon request, with support services that shall enable them to make a smooth transition into the life and culture of Bangladesh. Support services and provision include but are not limited to the providing of the UNWA Emergency Kit, the directory services entitled "Settling in Bangladesh", other publications or facilities subject to availability.

To promote friendship, fellowship and understanding between UN women and other expatriate women temporarily residing in Bangladesh and between UN women and women of the host county - Bangladesh by and within UNWA.

To provide a forum for UNWA and other UN women to come together and further the interests of the United Nations and the work and objectives of UNWA.

To provide a channel of communication for UNWA with the Resident Coordinator of the United Nations,  the Resident Representative of UNDP and any Chief of Mission or Country Representative of any of the specialised agencies or UN affiliated international organisations.

To encourage and facilitate the exchange of cultural and social relationships between Bangladesh nationals and the citizens of other countries through UNWA initiatives and events.

To assist development, promote and participate in development activities that achieve the objectives set forth in the UN Charter and UN Conventions.

Persons are entitled to full membership in UNWA, provided they meet the Definition and Criteria as more fully described under Article 2. Section 2.1. and once admitted as members, have paid and continue to pay membership fees and all other dues as prescribed by UNWA.

UNWA may elect or nominate Honorary members in exceptional circumstances. Honorary membership may be proposed by the UNWA Executive Board and shall be ratified by a simple majority of members at any general meeting of UNWA.

Honorary members shall not pay any membership fees or such other dues. Once elected or nominated, they may remain honorary members so long as they are resident in Bangladesh upon approval of the Executive Board.

Persons may be admitted as Associate Members of UNWA provided they fulfill the eligibility requirements as set forth in Article2. Sections 2.2., and 2.2.1. or 2.2.2.

The total number of Associate members from any single national group of any category shall not exceed 20% of the total number of Associate Members in All categories.

The total Associate membership, which is the total of Category 1&2 Associate Members, shall be equal to the total number of Full Members, thus giving UNWA a full member to associate member of ratio 1:1. 

The ratio of 1:1 as prescribed in this section shall be achieved over a three (3) year period, i.e. by April 2003.

Under exceptional circumstances, the UNWA Executive Board may co-opt persons who would warrant acceptance as Associate Members by virtue of active contributions towards the objectives and/or activities of UNWA.

Such co-option shall have to be approved by a majority vote of the Executive Board and shall at no time exceed the limit of 5% of the total membership.

Associate Membership when approved and accepted by a majority vote of the Executive Board, shall be valid for a period of three (3) years. At the end of three years, the member concerned if wishing to continue is entitled to apply for further extension of membership through an application form addressed to the Executive Board of UNWA.

Renewal is not automatic but the Executive Board shall take into due consideration the contribution made by the member concerned, before an extension is approved.

Unless otherwise stated in the Constitution and By-Laws, each Associate Member (Categories 1&2) shall have all the privileges as enjoyed by Full Members.

All Full and Associate membership is renewable annually at the beginning of each fiscal year i.e. 1st of April, by payment of the annual membership fee. Any membership, which has not been renewed by 30th June of the same year, shall be deemed cancelled.

Section 4.5.

Grounds for cancellation of membership

The membership of Full, Associate or Honorary members can be cancelled by the Executive Board for any of the following reasons:

1. Continuous absence from meetings and activities for six (6) months or more without written leave of absence from the Executive Board, or

2. any misconduct or activity which brings disrepute or dishonour to the United Nations or to UNWA or is not in the interest of United Nations or UNWA. Such misconduct shall have to be presented in writing and duly signed an UNWA member and submitted to the Executive Board.

Cancellation of membership shall become effective if approved by not less than two thirds of the Executive Board.

Each full member of UNWA who meets the requirements under Section 4.4. shall be entitled to one vote on any issue presented at an Annual General Meeting, Extraordinary General Meeting or general meeting of UNWA or at any meeting of a duly constituted committee of which she is a member.

Any Full Member who is temporarily absent from Bangladesh or who is unable to attend any meeting of UNWA, due to illness or disability or any other valid reason which precludes attendance at any meeting may, by notice in writing or by signed email to the Secretary, empower any other Full Member of UNWA to vote on any matter on her behalf.

Honorary Members shall not be entitled to any voting rights.

Each Associate member shall be entitled to one vote on any issue presented at an Annual General Meeting, Extraordinary Meeting or general meeting of UNWA or at any duly constituted committee of which she is a member, provided that there shall be no entitlement to vote on any resolution related to the modification, amendment, revision or interpretation of the Constitution or the Bylaws of UNWA or any resolution related to the dissolution of UNWA or the distribution of its assets upon dissolution. Associate members may vote by proxy.

Votes at any meeting may be taken by a show of hands or by poll.

The President of UNWA or in her absence, the Vice President or Pro-term President and the Chairperson of any duly constituted committee, shall have an additional vote in the event of a tie in any voting.

Unless otherwise stated, a resolution at any meeting may be passed by a simple majority of members attending in person or by proxy.

Proxy votes by a full member or an associate member must be submitted in writing or by signed email to the Vice President of UNWA by 8 PM of the evening before the date of the election.

UNWA shall have an Executive Board which shall consist only of Full Members, except as is stated otherwise. The Executive Board shall comprise of a President, Vice President, Secretary, Treasurer, Hospitality Chairperson, Welfare Chairperson, and Publication Chairperson.

Except as is stated otherwise, the Officers of UNWA, being the Executive Board members, shall be elected at the Annual General Meeting from a slate proposed by the Nominating Committee. For this election to be held a quorum of no less than one third of all UNWA members, present in person or by proxy, is required. The officers of UNWA shall be voted in office by a simple majority vote of those members voting, in person or by proxy.

All officers shall hold office until the next Annual General Meeting and are eligible for re-election to the same post but for not more than 3 consecutive terms.

In the event of an insufficient number of Full members to occupy positions on the Executive Board, then the positions of Secretary, Hospitality Chairperson and Publications Chairperson can be held by Associate members, provided that at any time the Full members have a majority on the Executive Board.

The Executive Board shall be responsible for the day to day running of UNWA and for any special activities, so far as these are not already specified in this Constitution or the Bylaws. The duties of the Officers shall be prescribed in the Bylaws.

The Executive Board may, as it sees fit, appoint Auxiliary Officers, who may be Full or Associate members, and who shall support and assist the Executive Board to achieve the aims of UNWA. Auxiliary Officers may comprise of:

1. Assistant Treasurer and/or Assistant Secretary, who shall be responsible to the Treasurer and Secretary respectively, and

2. Programme Chairperson, Activity Chairperson and Country Representatives, who shall be responsible to the Vice President.

3. Membership Chairperson, who is to be a Full Member and who shall be responsible to the Vice President.

The duties of these Auxiliary officers shall be prescribed in the Bylaws. The Auxiliary Officers shall not be voting members of the Executive Committee.

Ad Hoc Committees, such as a Nominating Committee, UN Ball Committee, "Settling in Bangladesh" Committee, UNWA Cookbook Committee, Constitution Committee, or any other committee required, may be formed and shall act with the approval of the Executive Board to further the objectives of UNWA. An Ad Hoc Committee Chairperson shall report to the Executive Board at the regular Executive Board meetings.

The Executive Board of UNWA may invite and appoint an Honorary President who is the Resident Coordinator of the United Nations or the wife of the Resident Coordinator of the United Nations, or in the absence of a Resident Coordinator, the UNDP Resident Representative or the wife of the UNDP Resident Representative, so long as that person meets the qualifications for membership in UNWA, She shall be Honorary President for one year, which may be extended for further periods upon discretion of the Executive Board.

Any Officer other than the Honorary President, who fails to attend three Executive Board meetings of UNWA or any member of any Committee who fails to attend three Committee meetings without having advised the President or Committee Chairperson in writing for the reasons of her absence - or in the case of the Chairperson failing, to advise the Secretary - shall be deemed to have resigned.

Any Officer or member of a Committee can resign by giving one month's notice in writing to the President of her intention to do so.

In the event of any interim vacancy occurring in the Executive Board, for whatever reason, then the President, in consultation with and with the majority consent of the Executive Board and subject to the provisions of Article 6, is entitled to appoint a member to that position.

In the first Executive Board meeting of each fiscal year, the Executive Board shall by unanimous decision appoint two auditors for UNWA, who may be individuals or members of a firm and neither of whom shall hold any office on the Executive Board of UNWA.

The auditors shall be appointed for one year and may be appointed for further periods not to exceed three consecutive years. The Executive Board shall also fix the remuneration for the auditors for the ensuing year.

An annual report of the auditors shall be submitted to the Executive Board for review and acceptance.

The elections of Officers to the Executive Board will be held during this Annual General Meeting.

All Officers elected, including appointments made by the Executive Board and introduced at any later general meetings, will hold office until the next Annual General meeting.

General meetings of UNWA shall be held as frequently and on dates decided by the Executive Board, with a minimum of 10 meetings a year.

Any other meeting or activity of UNWA shall be held as often and on such dates as are proposed by the various working committee chairpersons and upon approval of the Executive Board.

The President of UNWA may, with the agreement of the Executive Board, convene an Extraordinary General Meeting of UNWA by giving not less than 14 days notice in writing to all members entitled to vote.

Any Full UNWA Member may initiate to convene an Extraordinary General Meeting by submitting an application in writing to the UNWA President, or in her absence the Vice President, signed by not less than 25% of the Full members.

Any matter, which may be decided at an Annual General Meeting, may also be decided at any Extraordinary General Meeting.

Not less than 14 days notice shall be given prior to any Annual General Meeting or Extraordinary General Meeting to all members entitled to vote.

Unless otherwise stated, the quorum for any Annual General Meeting or Extraordinary General Meeting shall be not less than one third of the UNWA members eligible to vote either present at the meeting or represented by proxy.

On matters relating to Constitutional Amendment or dissolution of UNWA no Annual of Extraordinary Meeting shall proceed to business unless two-thirds of the full members eligible to vote are present or represented by proxy.

If a quorum is not present at any Annual General Meeting or Extraordinary General Meeting such a meeting can be reconvened to a day which is not earlier than 14 days thereafter by written notice to all members who are entitled to vote.

Those attending the reconvened meeting shall be deemed to be a quorum. Resolutions can be passed by a simple majority of the members present and entitled to vote.

Nothing in this Constitution shall prevent any meeting of any number of UNWA members for social or cultural purposes or general meetings.

This Constitution or any part of it may be amended and UNWA may be dissolved at any Annual General Meeting or Extraordinary Meeting at which not less than two thirds of the Full Members are present in person, by proxy or in a handwritten vote to the President or the Vice President, and at which it is decided by a simple majority vote of such members to change the Constitution or dissolve UNWA.

If a sufficient number of Full Members entitled to vote does not attend in person or by proxy or send a written note for the Annual General Meeting or Extraordinary General Meeting convened for the purposes stated in Section 9.1., then a substitute meeting shall be reconvened by notice not less than 14 days and not more than 28 days thereafter. At such substitute meeting resolutions can be passed by a simple majority of Full Members that are present in person or by proxy.

If for any reason an Annual General Meeting is not convened within three months from the date upon which it was due to be held, or if there is not a full slate of Office Holders for the Executive Board or if there are an insufficient number of members, entitled to vote, present in Bangladesh to convene and hold a proper meeting, UNWA may then be dissolved and its assets disposed of by the Resident Coordinator of the United Nations, Bangladesh.

In the event of UNWA dissolution, either as a result of a valid resolution of the members or by the Resident Coordinator of the United Nations in Bangladesh, in accordance with the provisions of Section 9.3., any assets of UNWA shall be given to any other association in Bangladesh which has similar objectives or, where no other such Association exists, to any Association selected by a simple majority vote of the members or, in the absence of any members by the Resident Coordinator of the United Nations, which has the object of improving the condition of women in Bangladesh, provided that none of the assets shall be distributed to any members personally.

Membership Fees shall be fixed by the Executive Board from time to time by the unanimous vote of the Executive Board.

UNWA shall be governed according to the provisions of this Constitution and such Bylaws as may be developed from time to time. In the event of any conflict between the provisions of the Constitution and the Bylaws, the Constitution shall prevail.

The Executive Board may in its discretion develop, establish and modify Bylaws to cover operational aspects of UNWA. These Bylaws and any modifications of the Bylaws must first be approved by a unanimous vote of the Executive Board, and second, by a simple majority vote of the members attending a general meeting and entitled to vote.