By Laws

Written by Helle Duus Alex.

SistaEnable By-Laws

1. Name and Headquarter
1.1 The name of the organization is “SistaEnable” (pronounced “sustainable”).

1.2 The SistaEnable Headquarter is sited at Store Pottergade 29, 6200 Aabenraa, Denmark.

2. Purpose
2.1 The purpose of SistaEnable is:

* to work for the global improvement of women’s situation in general,

* in providing a forum that unites local and global information from all organizations promoting gender equal rights,

* to support, create, develop and enable access to professional/educational/legal opportunities for women in their local environment.                                                                                                                      

* to continuously provide new information about and following-up on women’s rights/opportunities/situations,

* to minimize shame and provide focus/support when women’s rights are violated,

* to refer women to local legal/health/educational/informational support where and when it is needed,

* to encourage women to support each other locally and globally,

* to promote women to identify with each other, across religion, culture, age, race and status,

* to improve humanitarian conditions from an anthropological understanding that no one is more motivated and better equipped to create change than the person who’s life and future is at stake, and no person has a better knowledge of the necessary help than the one who will benefit from this development. SistaEnable’s purpose is to help catalyze the transformation that the local women’s community wants to see, as it is their potential, their energy and their ideas that will eventually overcome the difficulties they face. Our job is to listen, to help provide, to encourage, to inform and to connect them with each other and the resources that will help them turn crisis into opportunities right where they are and hereby

* to contribute to peace, democratic processes, working opportunities, fairness and general social development.

3. How to achieve the purpose
3.1 SistaEnable is a worldwide organization and is, in any sense, neutral in all national, political, ethnical, cultural and religious aspects.

3.2 To implement its working purpose SistaEnable seeks the widest possible national and international cooperation with both public and private companies/organizations/institutions with similar purposes.

3.3 To promote SistaEnable’s activities according to its purpose, SistaEnable will provide the economic base through public grants, private contributions, donations in the form of inheritance and gifts, as well as financial support from businesses, institutions, etc., in the form of sponsorship or likewise.

3.4 Furthermore SistaEnable will raise funds for its activities as consideration for the services offered by the organization.

3.5 SistaEnable can promote its activities in accordance with the purpose, by working with volunteers where anyone who wants to promote SistaEnable’s purposes may work unpaid in any of the SistaEnable departments, institutions and other local chapters or ad hoc basis, after a detailed written agreement founded on the SistaEnable prescribed guidelines.

4. The Executive Board
4.1 The Executive Board is SistaEnable’s supreme authority.

4.2 The Executive Board elects its own Chairman and Vice-Chairman at each first Board meeting of the calendar year.

4.3 The Executive Board shall adopt its own rules of procedure.

4.4 Members of The Executive Board receive no remuneration for their duties until this is mutually decided. The provision of Executive Board Member’s fees may only be amended by a unanimous board and The Executive Board fees can never be set at amounts that are larger than the fee given in occupying a similar position on a similar board.

5. The Composition of The Executive Board
5.1 The Executive Board consists of 3-7 members.

5.2 The Executive Board is perpetual, and new members are appointed by co-optation.

6. The Executive Board Responsibilities
6.1
The Executive Board shall meet when the Chairman finds it needed, but never less than 4 times a year. Furthermore, Board meetings are to be held, when at least 2 members of The Executive Board have submitted a written request. The CEO is requested to attend to all Board meetings.

6.2 The Board meetings are headed by the Chairman. All decisions apart from statutory changes and decision of SistaEnable’s resolution, cf. paragraph 14, are taken by simple majority, with the chairman voting in a tie as the casting vote.

6.3 The Executive Board has a quorum when at least half the members are present. There can be no vote by proxy. The meetings might be held as conference calls, video conferencing or in other physical or electronic platform.

6.4 Convening a meeting of The Executive Board shall be in writing, as early as possible but with at least 8 days notice. Notice may be sent by e-mail to the address stated by The Executive Board member.

6.5 A resume of The Executive Board Meetings will be written by the Vice-Chairman if present, or other present board member if Vice-Chairman is not present, and sent to Members and CEO within 8 days after meetings have taken place.

7. Executive Management
7.1 The daily operation of SistaEnable is handled by the CEO.

7.2 The CEO is appointed by The Executive Board Members at the “Entry into Force” meeting, and remains in position until The Executive Board decides otherwise cf. paragraph 14

7.3 The position as CEO remains unpaid until further decision is made.

8. Departments and Institutions.
8.1
The Executive Board decides the establishment and closure of local SistaEnable departments and institutions whose work is planned according to guidelines set by The Executive Board, and based on appointments and considerations by the CEO.

9. Local Associations and Support Associations
9.1
The Executive Board is entitled to approve local representation, only suggested by the CEO, of SistaEnable everywhere in the world in the form of local associations or support groups whose purpose are to support SistaEnable’s work in accordance with SistaEnable’s purpose.

9.2 Establishment of local associations and possible support groups must be approved by The Executive Board pursuant to the guidelines established by The Executive Board, including local By-Laws for local associations and support groups.

9.3 Local associations’ geographic areas are defined continuously as local associations are formed.

9.4 The Executive Board can unilaterally decide to close down a local association or support to the association, if this is contrary to SistaEnable’s By-Laws. Similarly, The Executive Board can decide to close down a local association in case of non-approval of the local association's annual accounts or, The Executive Board can decide to close down a local association in connection with structural changes of SistaEnable’s organization.

9.5 Local associations can cooperate with SistaEnable and remain individual if corporation is approved by the CEO and the SistaEnable Executive Board, as a (uafhængig) institution with no SistaEnable responsibilities.

10. Local Associations' Board and Accounts

10.1 The Executive Board of Directors of each local association undertakes responsibility to file annual reports with financial statements for the preceding calendar year of the decisions and transactions taken regarding the surplus / deficit, to be received by SistaEnable each year no later than February 15th. The Executive Board must then approve local Association’s annual accounts. Support groups undertake responsibility to submit annual accounts to SistaEnable each year no later than February 15th.

10.2 SistaEnable is entitled to require that a local association’s financial statement is prepared by a chartered or certified accountant, as SistaEnable is entitled to obtain full insight into a local association’s accounting. The Board of Directors of the local Association has to provide all information requested from SistaEnable. Support groups accounts are prepared by SistaEnable and require full traceability.

10.3 Local associations may not make any debt in SistaEnable’s name and SistaEnable is not liable for any local associations or local support group’s shortfall.

11. Preemptive Rights
11.1
SistaEnable is signed by the CEO along with The Executive Board Chairman or Vice-Chairman. The CEO may in reference to daily operations sign SistaEnable alone.

11.2 The CEO may, by agreement with The Executive Board, delegate authority to other employees.

11.3 The Executive Board must approve buying, selling and mortgaging of any real estate.

12. Accounting and auditing
12.1 SistaEnable’s fiscal year is the calendar year.

12.2 Financial statements must be prepared in accordance with generally accepted accounting principles.

12.3 After the yearend of financial statement The Executive Board will meet before the end of March, to authorize the financial statements.

12.4 The financial statements must be provided with auditor’s report and audit protocol, prepared by a chartered accountant.

13. Profit Sharing
13.1
The annual surplus has to be used to meet SistaEnable purpose in accordance with the By-Laws and also to the eventual consolidation of SistaEnable’s fortune, as The Executive Board decides.

14. Change of By-Laws and Dissolution
14.1
If changed circumstances require an adjustment in the By-Laws appropriately, this can only happen if 2/3 of the attending members of The Executive Board are voting for the proposal at two consecutive board meetings.

14.2 SistaEnable can be dissolved if it is deemed that continued operation is no longer serving any purpose. This requires 2/3 of The Executive Board members are voting in favor.

14.3 By SistaEnable’s dissolution all assets must be realizable to best effect, and SistaEnable’s remaining assets must by The Executive Board’s decision be transferred to one of the Danish National Tax Authorities and Civil Protection Agency approved purpose.

15. Corporation is formed under Danish Law.

15.1 SistaEnable is formed as one organization, with one Executive Board and one CEO.