Constitution

 International Wing Sports Association

1. Name and registered office of the Association, Fiscal Year
1.1. The full name of the association is "International Wing Sports Association"
1.2. The International Wing Sports Association (hereinafter called "IWSA") is a nonprofit member ("Class") of World Sailing (subject to World Sailing approval).
1.3. The IWSA has its registered office at Avenue des Alpes 62, 1820 Montreux, Switzerland. Changes of address and thus the registered office do not require a resolution of the General Assembly.
1.4. The official language of the IWSA is English.
1.5. The fiscal year is the calendar year.

 

2. Purpose and mission, the non-profit association, membership in associations
2.1. The IWSA pursues exclusively and directly charitable purposes, it is a not-for profit organization.
2.2. Purpose of the association is to promote the wing sport on a global level, this includes:
a) To coordinate the affairs of the International Wing Foil Class and future subsidiary wing classes.
b) To represent the interests of the athletes and their national class associations to World Sailing.
c) To promote national and international competitions in wing sports.
d) To promote the grassroots level.
e) To hold World and Continental Championships of the wing-sport classes. The IWSA (the Executive Committee) may delegate the organization and implementation.
f) Full Members of the Association are entitled to hold national championships.
2.3. Funds may only be used for statutory purposes. The members do not receive any payments from the funds of the IWSA. No person may receive disproportionately high remuneration or reimbursement of expenses that are not related to the purpose of the association.
2.4. The IWSA is a member of World Sailing (subject to approval). Membership in other international top level sports associations is encouraged.

 

3. Membership
3.1. The IWSA recognizes the following member types:
a) Full membership is available - subject to payment of the annual membership fee – to each national association regulating the activity of the class in that country. The IWSA Executive Committee may request appropriate proof for the jurisdiction of the requesting Member in the relevant country and/or its affiliation to the World Sailing MNA of the country.
b) Affiliate membership is available - subject to application – to bodies regulating the activity of the class in that country. The IWSA Executive Committee may request appropriate proof for the jurisdiction of the requesting Member in the relevant country.
Affiliate memberships shall be cancelled once an association in the relevant country obtains Full Membership with IWSA.
c) Individual membership is open - subject to payment of the annual membership fee - to any natural person, where there is no full member in its country of origin or permanent residence.
3.2. Requests for membership to the Association shall be requested in writing to the Executive Committee. The Executive Committee decides on the application for membership.
3.3. Membership shall become effective upon payment of the membership fee, if applicable.

 

4. Membership Fees
4.1. Full Members - The annual membership fee is fixed from time to time by the General Assembly. The membership fee is due on 1 March each year or one month after receiving the initial membership invoice, whichever is later. Members who do not pay their membership fees by the due date, are not entitled to exercise any rights and benefits arising from the membership, including the right to make submissions, nominations, voting, and assigning events to the world calendar and ranking system.
4.2. Individual memberships – the 12-month membership fee is fixed from time to time by the General Assembly. It is due at the time of application.

 

5. Termination of Membership
5.1. Membership in the IWSA is terminated by death, resignation or expulsion for individuals, or insolvency, resignation or exclusion of legal persons.
5.2. Termination by the member needs to be in writing to the Executive Committee with a period of two months to the end of the fiscal year.
5.3. A Full members may be excluded by a resolution of the General Assembly, when
a) it seriously damaged the reputation or the interests of the association or repeatedly violated the duties imposed by the Constitution or
b) is more than three months late with the payment of membership fees despite written notice under threat of exclusion.
c) The member shall be given the opportunity to comment on the reasons of exclusion in the General Assembly. The reasons must be communicated to him at least two weeks in advance.
5.4. An Individual member or Affiliate member may be excluded by a resolution of the Executive Committee, when it seriously damaged the reputation or the interests of the IWSA or repeatedly violated the duties imposed by the Constitution. The member shall be given the opportunity to comment on the reasons of exclusion in the Executive Committee Meeting. The reasons must be communicated to him at least two weeks in advance.

 

6. Bodies of the IWSA
6.1. Bodies of the IWSA are the Executive Committee and the General Assembly (GA).
6.2. The IWSA may establish specific tasks sub-committees.

 

7. Executive Committee
7.1. The Executive Committee is responsible for the representation of the IWSA and for the management of all business that has not been transferred to other institutions by the General Assembly of the IWSA. The Executive Committee represents the IWSA to all national and international organizations, agencies and authorities. It has, amongst others, the following responsibilities:
a) The preparation and conduct of the General Assembly including the setting of the agenda.
b) The implementation of resolutions of the General Assembly
c) The administration of the IWSA’s assets and the preparation of the annual report
d) The admission of new members
e) The appointment and approval of technical race officials, including race officers, judges and measurers, to world and continental championships sanctioned by IWSA.
7.2. The Executive Committee consists of
a) The President
b) Vice President
c) Secretary General
d) Athletes Representative
e) Technical Committee Chair
f) two other members without defined scope of work
g) Treasurer (ex-officio, appointed by the Executive Committee)
7.3. The IWSA is represented by two Executive Committee members together.
7.4. The members of the Executive Committee may not receive any remuneration for their work. However, for the avoidance of doubt, a member of the Executive Committee may be employed where they show appropriate skills or experience in their personal capacity within the terms of this Constitution. If a member of the Executive Committee is employed in any role, they may not vote on any matter affecting where a potential conflict of interest arises or the appearance of a conflict of interest arises.
7.5. The Executive Committee may select additional persons with special knowledge and skills for advise, but they are not entitled to vote.
7.6. The Executive Committee, excluding the President and Secretary General shall resign in two year cycles, but are eligible for re-election. The President and the Secretary General shall be elected for four years and are eligible for re-election.
7.7. Each member of the Executive Committee, other than the President, and the Secretary General may appoint a proxy to attend Committee meetings.
7.8. The Executive Committee have the right to fill vacant positions, this appointment must be confirmed at the next General Assembly.
7.9. Each Executive Committee member has one vote. Decisions are taken by simple majority. In the case of equality of votes the President shall have one additional vote
7.10. Four voting members of the Executive Committee constitute a quorum.
7.11. Executive Committee meetings must be called at least eight (8) days before the meeting date. The notice shall contain an agenda. Meetings and votes can be carried out in the form of telephone or internet conferences or other appropriate methods.
7.12. The assets of the IWSA shall be managed in a form approved by the Executive Committee.
7.13. The Executive Committee may delegate any of its responsibilities to the maximum extent permitted by law.
7.14. The elected Executive Committee members take over their positions immediately after the results of all the elections at a General Assembly are known.

 

8. IWSA Manager
8.1. The Executive Committee may contract an IWSA Manager (and give them such title as appropriate given their skills) for such time, at such remuneration and upon such conditions and with such responsibilities as it may think fit.
8.2. If contracted, the IWSA Manager may employ such other persons as necessary to manage the association.
8.3. Nothing in this section prevents the Executive Committee from delegating the responsibilities of the IWSA Manager to two or more people.

 

9. General Assembly
9.1. The General Assembly is the authoritative body of the IWSA and transmits the general management and day to day business to the Executive Committee. In addition, she is responsible for the following matters:
a) Amendments to the Constitution
b) Amendments of any Class Rules
c) the dissolution of the IWSA,
d) the appointment of honorary members, as well as the exclusion of full members of the IWSA,
e) the election and removal of members of the Executive Committee.
f) the receipt of the annual report and the formal approval of actions of the Executive Committee,
g) the determination of the admission fee and membership fees.
9.2. At least once a year, the Executive Committee shall call an ordinary general meeting in such place and time as the Executive Committee may consider most convenient to the majority of the members. Such meeting may be held by electronic means.
9.3. 25% of the full members and the Executive Committee shall constitute a quorum.
9.4. The meeting is chaired by the President or a member of the Executive Committee appointed by the President.
9.5. The agenda should include at least:
a) Minutes of the previous meeting
b) Report of the President
c) Report of the Secretary General or IWSA Manager
d) Financial Report
e) Submissions (including amendment of the Constitution and Class Rules)
f) Future Events
g) Elections and appointments
h) Any other business
9.6. An extraordinary general meeting may be convened by the Secretary General as required
a) by decision of the President or
b) by any four members of the Executive Committee or
c) by any 25% of Full Members.

 

10. Schedule, Nominations and Submissions
10.1. Invitations to all meetings must be published at least 8 weeks before the meeting.
10.2. Submissions may be made only by Full Members and the Executive Committee until 5 weeks (12 noon UTC) before the meeting latest.
10.3. Only Full members may make nominations to elections (except for the position of the Athletes representative who shall be elected at hoc during the class world championship amongst the active competitors). All nominations except for the Athletes representative must be submitted in writing with the consent of the nominee to the Secretary General or IWSA manager if appointed. Candidates who cannot attend the Meeting must confirm their agreement in writing to the Secretary General or the IWSA manager (if appointed).
10.4. Any agenda topics for voting, any submissions and any nominations for elections must be published at least 4 weeks prior to the meeting. The obligation to publish is satisfied if the invitation and other necessary documents for voting has been sent to the last known email address of the members, and published on the IWSA website. The non-reception of papers and ballots by members or votes by mail / electronic mail shall not lead to invalidity of the meeting / vote.

 

11. Voting and Elections
11.1. Each full member, and each member of the Executive Committee has one vote, but may hold proxies from other full members, or executive committee members.
11.2. Each Representative can hold his own vote and the votes of two proxies. Proxies must be submitted to the President, the Secretary General or the IWSA manager (if appointed) in writing prior to the meeting. The name of the delegator and the proxy shall be announced prior to the start of the session.
11.3. Every submission and decision to be voted on requires a proposer and a seconder. If a submission fails to have either a proposer or seconder, it will not be further discussed.
a) All voting requires a simple majority of yes/no votes. Abstentions are not taken into account.
b) For voting which is changing class rules or Constitution, a 2/3rd majority constituted as above is necessary.
11.4. At a meeting, voting on submissions shall take place by show of hands or other ways deemed appropriate by the Chairperson of the meeting, unless at least three of the members present demand a secret ballot. In the case of a tied vote, the Chairperson of the meeting has an additional vote.
11.5. Elections for the President, the Vice President, and the Secretary General are to be made by separate secret ballots through the following procedure:
a) Each voting member of the meeting shall cast his votes for his or her preferred candidate.
b) If a candidate receives more than 50% of votes cast (excluding abstentions), he/she is selected, and the voting process is concluded
c) If no candidate receives more than 50% of votes cast, then any candidate that has received zero votes, and of the remaining candidates, the one receiving the fewest votes, are removed from the ballot.
d) The procedure in (a), (b) and (c) above shall then be repeated with the remaining candidates.
e) After each round of voting, the rejected candidates, but not the number of votes, shall be declared. The totals of all votes in all rounds shall be declared at the end of the process.
f) In the event of a tie that needs to be broken in step (c) above, it shall be broken as follows:
(i) the tie is broken in favour of the candidate that received more votes in the previous round of Stage 2;
(ii) if this fails to break the tie, or it is the first round of Stage 2, then a run-off ballot shall be held.
(iii) If a tie between more than two candidates is only partially broken by (i) or (ii), the tie break process continues between the candidates that are still tied.
(iv) If a run-off ballot fails to break a tie, the chairman of the meeting shall have a casting vote.
11.6. Elections for the two other Executive Committee members are to be made by one single secret ballot. The two candidates with the most votes are elected.
11.7. The Athletes Representative is to be elected by the active competitors at every second World Championship by simple majority.

 

12. Technical Committee
12.1. The Technical Committee shall be responsible.
a) to examine any proposals for amendments, changes or interpretations of Class Rules, and to report to the Executive Committee.
b) to propose to the Executive Committee and to the General Assembly any amendments or changes to Class Rules;
c) to maintain close liaison with World Sailing on all the technical aspects of the IWSA;
12.2. The Technical Committee shall consist of the World Sailing International Measurers for the IWSA class, the President and the Secretary General.
12.3. The Technical Committee shall (re-) appoint its Chair following each change in the composition of the Technical Committee via electronic vote conducted by the Secretary General.
12.4. The Chair of the Technical Committee is the class Chief Measurer.
12.5. The decisions of the Technical Committee shall be taken by Simple Majority.

 

13. Sub-Committees
13.1. Advisory Sub-Committees shall include at least one member of the Executive Committee.
13.2. Advisory Sub-Committees will be appointed by the General Assembly
13.3. Advisory sub-committees report to the Executive Committee for final decision making.
13.4. Advisory Sub-Committees may be appointed for a limited or unlimited duration.

 

14. Amendment of the Constitution
The Constitution may be amended only by decision of the General Assembly, in accordance with § 9.

 

15. Dissolution of the IWSA, termination for other reasons, eliminating of tax purposes beneficiary
15.1. The dissolution of the IWSA requires a simple 9/10 majority of the voting members at a General Assembly.
15.2. In case of dissolution of the IWSA, the President of the Executive Committee and the Secretary General are jointly authorized liquidators, if the General Assembly does not appoint other persons.
15.3. With the dissolution of the IWSA, the assets of the organization will go to a non-profit organization selected by the General assembly, with similar objectives to the IWSA and has to be used directly and exclusively for charitable purposes.
15.4. The foregoing provisions shall apply mutatis mutandis if the IWSA dissolved for another reason or loses its legal capacity.

 

16. Transitional Provisions
16.1. The Executive Committee except the Athletes Representative shall retire at the 2021 AGM.
16.2. The Athletes Representative shall retire at the 2022 World Championship and is eligible for re-election
16.3. Article 16 ceases on 31 December 2021.

Effective Date: 14 March 2021