International Association for Religious Freedom

THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL

1. The name of the Company (hereinafter called "the Association"), which continues the work of The International Council of Unitarian and Other Religious Thinkers and Workers, founded at Boston, U.S.A., 25 May 1900, which in 1910 was renamed the International Congress of Free Christians and other Religious Liberals, and in 1930 was renamed the International Association for Liberal Christianity and Religious Freedom, and in 1969 was renamed the International Association for Religious Freedom, which has had offices in the Hague, The Netherlands and in Frankfurt, Germany, and now in Oxford, United Kingdom is the International Association for Religious Freedom.

2. The registered office of the Association shall be situate in England and Wales.

3. The objects for which the Association is established are:

a) To relieve in case of need people in countries where freedom of religion is prohibited or severely curtailed.

b) To advance religion.

c) To promote education for the public benefit concerning religion.

d) To relieve poverty.

4. And the Association shall have the following powers exercisable in furtherance of its said objects but not further or otherwise, namely:

a) to cooperate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects of similar charitable purposes and to exchange information and advice with them.

b) to present, promote, organise, provide, manage and produce, scientific conferences, international public meetings, films, broadcasts, concerts, musical pieces, entertainments, exhibitions, tutorials, seminars, courses and workshops, whether on any premises of the Association or elsewhere.

c) to procure to be written, printed, published and issued gratuitously or otherwise such papers, books, pamphlets or other documents as shall further the above objects.

d) to open and maintain a bank account or bank accounts in the name of the Association.

e) to employ staff and/or agents, and to make provision for the proper remuneration of any such persons including power to make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows, widowers and other dependants.

f) subject to such consents as may be required by law to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary for the promotion of its objects, and to construct, maintain and alter any buildings or erections necessary for the work of the Association.

g) subject to such consents as may be required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought necessary for the promotion of its objects.

h) to undertake and execute any charitable trusts which may lawfully be undertaken by the Association and may be necessary for its objects.

i) subject to such consents as may be required by law to borrow or raise money for the purposes of the Association on such terms and on such security as may be thought fit PROVIDED ALWAYS that the Association shall undertake no permanent trading activities in raising funds to achieve its charitable objects.

j) to invest the monies of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

k) to establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Association or calculated to further its objects.

l) to do all such other lawful things as shall further any or all of the above objects.

PROVIDED THAT:

1) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such a manner as allowed by law, having regard to such trusts.

2) The objects of the Association shall not extend to the regulation of relations between employers and workers or organisations of employers and organisations of workers.

3) In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Management Committee or Governing Body of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Management Committee or Governing Body have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Management Committee or Governing Body, but they shall as regards to any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.

5. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, 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 Association and no member of the Management Committee or Governing Body shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Association.

PROVIDED THAT nothing herein shall prevent the payment, in good faith by the Association:

a) of reasonable and proper remuneration to any member, officer or servant of the Association (not being a member of the Management Committee) for any services rendered to the Association , provided nevertheless that a member of the Management Committee shall be entitled to be reimbursed for any reasonable out-of-pocket expenses incurred in carrying out any business of the Association;

b) of interest on money lent by any member of the Company or of its Management Committee or Governing Body at a rate per annum not exceeding 2% less than the base lending rate of a clearing bank to be selected by the Management Committee or Governing Body; or 3%, whichever is the greater;

c) of reasonable and proper rent for premises demised or let by any member of the Association or of its Management Committee or Governing Body;

d) of fees remuneration or other benefit in money or money's worth to a company of which a member of its Management Committee or Governing Body may be a member holding not more than one hundredth part of the capital of such company;

6. No additions, alterations, or amendments shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Charity Commissioners for England and Wales.

7. The liability of the members is limited.

8. Every member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while he or she is a member, or within one year after he or she ceases to be a member, for payment of the debts and liabilities of the Association contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding one pound.

9. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other charitable institution or institutions having charitable objects similar to the objects of the Association, and shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable object subject to the prior approval of the Charity Commissioners for England and Wales.

THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL

GENERAL

1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

WORDS MEANINGS

The Act The Companies Act 1985

These presents These Articles of Association

Association from time to time

The Association The above-named Company.

The Council The Council of Management

for the time being of the

Association

The Office The registered office of

the Association

The Seal The common seal of

the Association

The United Kingdom Great Britain and Northern Ireland

Month Calendar Month

In Writing Written, printed or

lithographed or partly

one and partly another,

and other modes of

representing or

reproducing words in a

visible form.

And words importing the singular number only shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender; and Words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Association shall, if not inconsistent with the subject or context, bear the same meanings in these presents.

2. MEMBERSHIP

a) Members

Members are organizations whose purposes are in agreement with those of the Association and which have been admitted as members by the Council. Members are entitled to be represented by one or more voting delegates at General Meetings. The Council shall determine the number of delegates to which each member is entitled.

b) Associate Members

Associate members shall be groups and organizations with principles closely akin to those of the Association, but which have a more limited field of work. Associate members are entitled to be represented by one or more non-voting delegates at General Meetings.

c) Individual Members

Individual members shall be persons who express their sympathy with the work of the Association by making an annual subscription.

d) Chapters

Individual members numbering twenty-five or more, may form an IARF Chapter within a country, if there is not a Chapter in the country, to further the purposes of the Association, Each Chapter is entitled to be represented at General Meetings by one or more voting delegates, as determined by the Council.

3. The Council may from time to time register an increase of membership.

4. The Council shall have the right for good and sufficient reason to terminate the membership of any member or associate member PROVIDED ALWAYS that the member or associate member, whose membership is to be terminated, shall have a right to be heard before a final decision is made.

5. The provisions of section 352 of the Act shall be observed by the Association, and every member of the Association shall either sign a written consent to become a member or sign the register of members on becoming a member.

6. The Association is established for the purposes expressed in the Memorandum of Association.

7. The subscribers to the Memorandum of Association and such other persons as the Association shall admit in accordance with such regulations as the Council shall make from time to time shall be members of the Association.

GENERAL MEETINGS

8. The Association shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Association and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Association holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

9. All Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

10. The Council may whenever it thinks fit convene a General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by section 368 of the Act.

11. Twenty-one days' notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen days' notice in writing at the least of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner herein after mentioned to such persons (including the Auditors) as are under these presents or under the Act entitled to receive such notices from the Association; but with the consent of all the members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit.

l2. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

13. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Council and of the Auditors, the election of Directors of the Council in the place of those retiring, and the appointment of, and the fixing of the remuneration of, the Auditors.

14. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided 20% of the members shall be a quorum.

15. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the next day in the same week, at the same time and place, or at such other place as the Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

16. The Chair of the Council shall preside as Chair at every General Meeting, but if there be no such Chair, or if at any meeting he or she shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose some director of the Council, or if no such director be present, or if all the directors of the Council present decline to take the chair, they shall choose some member of the Association who shall be present to preside.

17. The Chair may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned Meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

18. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chair or by at least three members, and unless a poll be so demanded a declaration by the Chair of the meeting that a resolution has been carried, or carried unanimously or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

19. Subject to the provisions of Article 20, if a poll be demanded in manner aforesaid, it shall be take at such time and place, and in such manner, as the Chair of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

20. No poll shall be demanded on the election of a Chair of a meeting, or on any question of adjournment.

21. In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting shall be entitled to a second or casting vote.

22. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the Question on which a poll has been demanded.

VOTES OF MEMBERS

23. Members and chapters shall be represented in the General Meeting by voting delegates. The Council shall determine the number of delegates to which each member and chapter shall be entitled and shall have the power to revise that number. Each delegate shall have one vote.

24. Save as herein expressly provided, no member other than a member duly registered shall be entitled to vote on any question at any General Meeting.

COUNCIL

25. The number of the directors of the Council shall never be less than 10, and until otherwise determined by a General Meeting shall not be more than 21.

26. The first directors of the Council shall be the subscribers to the Memorandum of Association.

27. The Council may from time to time and at any time appoint any member of the Association as a director of the Council, either to fill a casual vacancy or by way of addition to the Council, provided that the prescribed maximum be not thereby exceeded. Any director so appointed shall retain his or her office only until the next Annual General Meeting, but he or she shall then be eligible for re-election.

28. No person who is not a member of the Association shall in any circumstances be eligible to hold office as a director of the Council.

POWERS OF THE COUNCIL

29. The business of the Association shall be managed by the Council which may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Association as it thinks fit, and may exercise all such powers of the Association, and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by statute or by these presents required to be exercised or done by the Association in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the statutes for the time being in force and affecting the Association, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Association in General Meeting, but no regulation made by the Association in General Meeting shall invalidate any prior act of the Council which would have been valid if such regulation had not been made.

30. The directors for the time being of the Council may act notwithstanding any vacancy in their body; provided always that in case the directors of the Council shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Council for the purpose of admitting persons to membership of the Association, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.

SECRETARY

31. The Secretary shall be appointed by the Council for such time, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of section 283 of the Act shall apply and be observed. The Council may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting PROVIDED ALWAYS that no member of the Council shall occupy the salaried position of Secretary.

THE SEAL

32. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of at least one director of the Council and of the Secretary, and the said director and Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Association such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.

DISQUALIFICATION OF DIRECTORS OF THE COUNCIL:

33. The office of director of the Council shall be vacated:

a) If a receiving order is made against him or her or he or she makes any arrangement or composition with his or her creditors.

b) If he or she becomes of unsound mind.

c) If he or she ceases to be a member of the Association.

d) If by notice in writing to the Association he or she resigns his or her office.

e) If he or she ceases to hold office by reason of any order made under the Company Directors Disqualification Act 1986.

f) If he or she is removed from office by a resolution duly passed pursuant to section 303 of the Act.

g) If he or she fails without reasonable excuse to attend three consecutive meetings of the Council.

APPOINTMENT OR REMOVAL OF DIRECTORS OF THE COUNCIL

34. The Association may from time to time in General Meeting increase the number of directors of the Council and may make the appointments necessary for effecting any such increase.

35. In addition and without prejudice to the provisions of section 303 of the Act, the Association may by Extraordinary Resolution remove any director of the Council before the expiration of his or her period of office and may by an Ordinary Resolution appoint another qualified director in his or her stead; but any person so appointed shall retain his or her office so long only as the person in whose place he or she is appointed would have held the same if he or she had not been removed.

PROCEEDINGS OF THE COUNCIL

36. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business, provided that the quorum for meetings of the Council shall never be less than 1/3 or 3 (whichever is the greater number) of the directors of the Council. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chair shall have a second or casting vote.

37. A third of the directors of the Council may, and on the request of a third of the directors of the Council the Secretary shall, at any time, summon a meeting of the Council by notice served upon the several directors of the Council.

38. The Council shall from time to time elect a Chair who shall be entitled to preside at all meetings of the Council at which he or she shall be present, and may determine for what period he or she is to hold office, but if no such Chair be elected, or if at any meeting the Chair be not present within five minutes after the time appointed for holding the meeting and willing to preside, the directors of the Council present shall choose one of their number to be Chair of the meeting.

39. A meeting of the Council at which a quorum is present shall be competent to exercise all the regulations of the Association for the time being vested in the Council generally.

40. The Council may delegate any of its powers to committees consisting of any number of directors of the Council or others as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Council. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Council so far as applicable and so far as the same shall not be superseded by regulations made by the Council. Any such committees shall report to the Council on any decisions taken as soon as possible. No such committee shall incur expenditure on behalf of the Association except in accordance with a budget which has been approved by the Council.

41. All acts bona fide done by any meeting of the Council or by any committee of the Council, or by any person acting as a director of the Council, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a director of the Council.

42. The Council shall cause proper minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings of the Association and of the Council and of committees of the Council, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chair of such meeting, or by the Chair of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

43. A resolution in writing signed by all directors for the time being of the Council or of any committee of the Council who are entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it had been passed at a duly convened and constituted meeting of the Council or such committee (as the case may be).

44. The Council has the power to fill any vacancy among the directors of the Council by appointing a person to serve as director until the next election of directors by the General Meeting.

ACCOUNTS

45. The Council shall cause proper books of account to be kept with respect to:

a) all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place;

b) all sales and purchases of goods by the Association; and

c) the assets and liabilities of the Association.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Association and to explain its transactions.

46. The books of account shall be kept at the registered office or at such other place or places as the Council shall think fit, and shall always be open to the inspection of the directors of the Council.

47. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions and/or regulations the accounts and books of the Association or any of them shall be open to the inspection of directors not being members of the Council, and no member (not being a director of the Council) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Council or by the Association in General Meeting.

48. At the Annual General Meeting in every year the Council shall lay before the Association a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Association) made up to a date not more than ten months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Council and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting, subject nevertheless to the provisions of section 240 of the Act, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors' report shall be open to inspection and be read before the meeting as required by the Act.

AUDIT

49. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

50. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act, the members of the Council being treated as the Directors mentioned in the relevant sections.

NOTICES

51. A notice may be served by the Association upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his or her registered address as appearing in the register of members.

52. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.

DISSOLUTION

53. Clause 8 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.

INDEMNITY

54. Subject to the provisions of the Act but without prejudice to any indemnity to which a director of the Council may otherwise be entitled, every director of the Council or other officer or auditor of the Association shall be indemnified out of the assets of the Association against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.

2. CONTRIBUTIONS: The Council may determine a minimum annual contribution due from member groups, associate members, and individual members.

3. OBSERVERS: The General Secretary shall submit for approval of the Council the names of organizations which do not qualify for membership under the Memorandum and Articles of Association but with which close official relations are desirable . Representatives of such organizations, if approved by the Council or the Executive Committee acting on its behalf, shall be permitted to attend General Meetings as observers without power to vote.

4. DESIGNATES: Council members may designate a member of their organization to represent them at the meeting of the Council. Such a designated representative will have the right to vote and participate fully in the business of the Council on behalf of the Council member who is absent.

5. VACANCIES: Vacancies occurring in the membership of the Council may be filled by the Council itself an those appointed shall serve until the next meeting of the General Meeting.

6. EXECUTIVE COMMITTEE: The President, Vice President and Treasurer shall be the Honorary Officers of the Association and shall represent the Association in legal matters; they shall constitute the Executive Committee and shall have the power to co-opt two other members of the Council as voting members to serve for as long as the Officers shall determine.

7. CHAIR: The President, or in her/his absence the Vice President, shall take the Chair at all meetings of the General Meeting Council and Executive Committee, unless the Council decides otherwise.

8. ACCOUNTING: The Treasurer shall be in charge of the finances of the Association and shall submit annual audited accounts to the Council. Regulations for the administration of the finances, the signing of deeds, documents and accounts shall be made by the Council.

9. GENERAL SECRETARY: The General Secretary shall be responsible for the administration of the Association and shall make recommendations to the Council as to policy. She/he shall be responsible for implementing and supervising the programs of the Association, regional, national and international, and for publicity and extension. work. She/he shall be a non-voting member, ex officio, of the Council and all committee and subcommittees appointed by the Council .

10. COMMISSIONS: The Council shall have the power to appoint Commissions for specific purposes.

11. NOTICE: Notice of a General Meeting, traditionally called a General Assembly, shall be sent to member groups, associate members, and chapters at least nine months before the meeting. The place and date of the meeting shall be determined by the Council.

12. REPORTS: The General Secretary shall submit a report to the General Meeting of the work of the Association and the Treasurer a written financial report.

13. PROPOSALS: Member Groups, associate members, chapters, and individual members may make proposals with regard to items to be included in the Agenda of the General Meeting. Any such proposal shall be in the possession of the General Secretary at least six months before the date of the General Meeting. The Agenda of the General Meeting shall be determined by the Council or the Executive Committee acting on its behalf and sent to the member groups, associate members and chapters at least three months before the date of the meeting. In urgent cases resolutions not submitted according to the above requirements may be brought by member groups, chapters, or the Executive Committee before the Assembly for action, provided that they are distributed in written form and approved by two thirds of the voting delegates.

14. AMENDMENTS: Any revision to the Memorandum of Association or to the articles of Association shall be made only at a General Meeting; due notice of proposed changes must be in the hands of member groups and chapters six months before the date of the General Meeting. Member groups and chapters may propose amendments to suggested revisions provided that notice has been given to the General Secretary one month before the date of the General Meeting.

15. TRIENNIAL MEETING: In keeping with the provisions of the Companies Act of 1985 (as revised), the General Meeting will not be held annually but will be held once every three years, as has traditionally been the case with the General Assembly.

16. NOMINEES: The Council shall nominate the officers and up to 15 other nominees for the positions on the Council. It may nominate persons by name or by organizational title.

17. CONSIDERATIONS: In selecting its slate of nominees from the member groups, the Council shall take into consideration the following factors: 1) the number of members in the group, 2) the length of membership in the IARF, 3) the financial contribution of the member group to the IARF, 4) the representation of different religions, cultures, countries and continents on the Council, and 5) the representation of IARF participants (women and men, lay and clergy, different ages) on the Council.

18. ADDITIONAL NOMINEES: The Council shall invite member groups not represented on its slate of nominees, and chapters, to nominate persons for the 3 or more remaining positions on the Council, subject to the following restrictions: 1) a member group may only nominate a member of its group, and a chapter may only nominate a member of its chapter, 2) a chapter may not nominate someone who belongs to a member group already represented on the Council's slate of nominees, and 3) no more than one person may be nominated by a member group or a chapter.

19. NOTICE: The Council shall submit to the member groups and chapters the nominees for the Council not less than three months before the General Meeting.

20. NOMINEE CONSENT: Only nominees who consent to their nomination, and to serve if elected, will be included among the nominations presented by the Council to the General Meeting.

Approved by the IARF Council, March 1992.
Ratified by the IARF General Meeting, August 1993.