Constitution of Global Comparative and International Education (GlobalCIE)

For Endorsement: 10 March 2017

1. Name

The name of the Association is Global Comparative and International Education (GlobalCIE).

2. Purpose and Objectives

GlobalCIE is a member-based association that promotes professional communities of practice in comparative and international education worldwide. GlobalCIE’s Constitution aims to meet the following five objectives:

Promote integration among individual and institutional members represented in the GlobalCIE
Facilitate supportive measures to mentor early career researchers in academic pursuits
Provide support for institutions that teach and practice comparative and international education
Foster and encourage international understanding of diversity
Build capacity beyond membership through activities, programs and initiatives of GlobalCIE

The Association and its members, in pursuit of the purposes as stated above, shall act in accordance with the following principles:

1. Equality of all its members regardless of nationality, sex, race, disability, gender, sexual orientation, or religious affiliation

2. Fulfilment of the obligations assumed by membership

3. Political neutrality: GlobalCIE shall refrain from taking any stance on political issues pertaining to any country

3. Membership

(1) Admission of new members

a) Eligibility

Membership of GlobalCIE is open to any individual or institution who espouses the purposes of the Association, pays membership dues, and serves out the purposes as outlined above.

b) Admission procedure

(i) individuals become members after payment of annual membership dues;

(ii) institutions submit a Memorandum of Understanding application, including a signed agreement to specifically serve as part of the GlobalCIE exchange network

(2) Termination of membership

Membership of GlobalCIE comes to an end if:

(i) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or

(ii) the member sends a notice of resignation to the Board; or

(iii) any sum of money owed by the member to the Association is not paid in full within six months of its falling due; or

(iv) as evidenced by behaviour, the member does not adhere to the principles as outlined above

(3) Membership fees

GlobalCIE may require members to pay reasonable membership dues as may be decided from time to time by the Board.

4. The Board

(1) The affairs of GlobalCIE shall be conducted by a Board consisting of up to fifteen elected members, and such other co-opted and ex-officio members as are specified in sub-clause (5) of this clause.

(2) It is the duty of each Board Member:

(a) to exercise one’s powers and to perform one’s functions in good faith, due diligence, and with emphasis placed on the altruistic nature and benefit of the Association; and

(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances.

(3) Eligibility for Board Membership

(a) Every Board Member must be willing and able to perform duties as assigned by the Executive

(b) Every Board Member must be a member of GlobalCIE.

(c) No one is entitled to act as a Board Member whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the Board decide, his or her acceptance of the office of Board Member.

(4) The term of office of Board Members can serve for only one term (3 years), but with the possibility of re-election for a second term

(5) The Board shall have the power to co-opt up to six members who shall have the right to vote. Co-opted Board Members can serve for only one time, but may be re-elected at the end of their term of co-option.

(6) A quorum of members shall be six and each Board Member possesses one vote

5. Appointment of Board Members

(1) Two years after the adoption of this Constitution, and thereafter every two years, on a date decided by the Board, but in no case more than 30 months after the adoption of this Constitution, five of the elected Board Members will retire from the Board.

(2) In the event that fewer than five elected Board Members have come to the end of their term of office, the Board Members who have served longest on the Board will retire from the Board to ensure that five places for elected Members are vacant.

If any Board Members have been appointed or reappointed on the same day, those to retire shall be determined by lot unless they make some other agreement among themselves.

(3) On the retirement of the Board Members who have come to the end of their term of office, the Secretary General shall oversee the organisation of an election to appoint Board Members to fill all the vacant seats.

(4) In the election of Board Members, each individual member of the Association shall have one vote, and each institutional member shall have 10 votes.

(5) The Board will appoint, from among its own members, a Chair.

(6) The Board will appoint a Secretary General and a Treasurer for a fixed term of office to be decided by the Board. The Secretary General and Treasurer shall be eligible for re-appointment at the end of their term of office. The Secretary General and Treasurer shall be full Board Members with the right to vote on all matters except those noted in Clause 7 (Conflicts of interest and conflicts of loyalty).

(7) The Chair, Secretary General and Treasurer shall be ex-officio members of all sub-committees.

(8) Where a Board Member fails to communicate with the Secretary General for a period of more than six months he/she may be dismissed by the Board and a substitute member co-opted.

6. Decisions of the Board

(1) General Provisions

Subject to sub-clause (3) of this topic, any decision of the Board of the Association may be passed by a simple majority of votes cast. In the event of a tied vote, the Chair shall have the tie-breaking vote.

(2) Decisions that must be approached by a specific protocol:

(a) Any decision to amend this Constitution must be taken in accordance with Topic 10 of this Constitution (Amendment of Constitution).

(b) Any decision to wind up or dissolve the Association must be taken in accordance with Clause 10 of this Constitution (Voluntary winding up or dissolution).

(3) Participation in meetings by electronic means

(a) A meeting may be held by suitable electronic means agreed by the Board in which each participant may communicate with all the other participants.

(b) Any Board Member participating at a meeting by suitable electronic means agreed by the Board in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

(4) Rules

From time to time, the Board may make such reasonable and proper rules or bylaws as they may deem necessary or expedient for the proper conduct and management of the Association, but such rules or bylaws must not be inconsistent with any provision of this Constitution. Copies of any such rules or bylaws currently in force must be made available to any member of the Association on request.

(5) The Secretary General shall keep records of the Association and must keep minutes of all:

(a) appointments of officers selected by the Board Members;

(b) meetings of the Board and committees established by the Board including:

• the names of the Board Members and others present at the meeting;

• the decisions made at the meetings; and

• as appropriate the reasons for decisions;

(6) The Treasurer shall keep accounting records, statements of accounts. He or she shall prepare an annual report and arrange for the auditing of the accounts by an auditor appointed annually by the Board. The audited accounts, as of 31^st December each year shall be presented to the Board.

7. Conflicts of interest and conflicts of loyalty

A Board Member must:

(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Association or in any transaction or arrangement entered into by the Association which has not previously been declared; and

(2) absent himself or herself from any discussions of the Board in which it is possible that a conflict of interest, including but not limited to any financial interest

Any Board Member absenting himself or herself from any discussions in accordance with this clause may not vote or be counted as part of the quorum in any decision of the Board on the matter.

8. Powers and finances

(1) The Association has authority to take any and all actions which are intended to further its objects or is conducive or incidental to its interests.

(2) The income and property of the Association are to be applied solely towards the promotion of the purpose and objects of the Association.

(3) None of the income or property of the Association may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to any member of the Association.

(4) No Board Member may:

(a) buy or receive any goods or services from the Association on terms preferential to any member of the public;

(b) sell goods, services, or any interest in land to the Association;

(d) receive any other financial benefit from the Association, unless the payment or benefit is permitted by sub-clause (2) of this clause. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(5) If the Association is terminated, the members of the Association will have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. Amendment of Constitution

This Constitution can only be amended solely by a resolution passed by a 75% majority of votes cast at a meeting of Members of the Board of the Association.

10. Voluntary winding up or dissolution

(1) A decision to terminate or dissolve the Association can be made only of the Board. Not less than 14 days’ notice of the meeting must be given to those eligible to attend and vote by a resolution passed by a 75% majority of those voting is required to terminate or dissolve.

(2) Subject to the payment of all the Association’s debts:

(a) Any resolution for the termination or dissolution of the Association may contain a provision directing how any remaining assets of the Association shall be applied.

(b) If the resolution does not contain such a provision, the Board Members must decide how any remaining assets of the Association shall be applied.