CONSTITUTION OF EXIT    Tenth Revision  (July 2009)


Article 1: NAME AND PURPOSE

Section 1. Name. This organization shall be known as Exit.

Section 2. Purpose. Exit shall work for the practice, enactment and beneficial working of measures to enable people to avoid suffering and to die peacefully. Specifically, these shall include:
i) within strictly defined limits: voluntary euthanasia, physician assisted suicide and self-deliverance;

ii) improved palliative care;

iii) equal access to resources for people with unbearable and unrelievable suffering;

iv) facilitating effective refusals of treatment (e.g. through living wills).

Exit will do everything in its power to bring about change to facilitate these objectives, including:
a) promoting the publicís knowledge and understanding of the realities of incurable illness and of possible alternatives to the preservation of human life by artificial means, in cases of serious deterioration of mental and physical functions;

b) promoting, supporting and publishing studies of, and research in, the social and other allied fields of study of all aspects of dying with dignity;

c) generally facilitating the diffusion of information on the subject of dying with dignity in order to enable the public to make an informed choice as to the options which are or might be made available.

Article 2: MEMBERSHIP

Section 1. Admission. Admission to the membership of Exit shall be open to persons over the age of 18 years, and to organizations whose objects are similar or complementary to Exit, and are accepted by the Board as being interested in supporting its aims.

Section 2. Categories of Membership and Dues. Membership may be on an annual or life basis, or other categories that may be determined by the Board. The amount of subscription dues shall be determined by the Board. The Board may on compassionate grounds reduce or waive the subscription.

Section 3. Rights and Duties of Members. Each member shall have a duty to pay his or her subscription when due, in order to retain membership, and shall have the right to receive Newsletters of Exit and notice of all general meetings; to attend such meetings and to cast one vote on each resolution moved at such meetings; and to vote on elections to the Board. Membership details shall be kept confidential by those members of staff that process the database.

Section 4. Expulsion. Membership of Exit may be terminated at the discretion of the Board and a refund or partial refund of subscription dues made.

Section 5. Resignation. A member may resign his or her membership at any time. A resignation shall be in writing and will take effect upon receipt of a letter of resignation, or upon non-payment of the annual subscription.

Article 3: BOARD

Section 1. Duties & Governance. The affairs of Exit shall be governed by a Board ("The Board"). Exit adopts the principles of Policy Governance and the Board, in its primary and unique function, shall be responsible for the development and determination of policy.

Section 2. Qualifications. Board members shall be individuals who have been members of Exit for six months or longer who support the policies of Exit and are elected by the membership. Members of executive committees or boards of organizations with similar purposes may not serve on the Board.

Section 3. Composition. The Board shall consist of between four and eight members. The Director shall not be a member of the Board but shall be present at, and take full part in, all meetings.

Section 4. Term of Office. Election to the Board shall be for a term of three years. Board members may serve up to two consecutive terms, after which they may be elected for another term only after standing down for a minimum of one year.

Section 5. Co-option of Members. The Board may, up to three times in the period between two successive AGMs, exercise a power to co-opt an individual member of Exit in order to fulfil a specific need. Members co-opted to the Board shall retire at the close of the next AGM, but shall be eligible for election to the Board for a full term. The Board may only co-opt members immediately after two successive terms if the reasons are exceptional and if the Board believe it necessary for the good of the Society to do so.

Section 6. Confidentiality. Board members shall keep the names of members and personal membership information, and any other matters so deemed by the Board, strictly confidential, both during and after their term on the Board.

Section 7. Meetings. The Board shall meet not less than four times in each year. A simple majority of members currently serving on the Board shall be a quorum. At any meeting, the Convener may expel any member of the Board from that meeting where she or he deems it necessary. The Convener may also exclude a member for contravening Standing Orders that have been duly passed by the Board, until that person makes good or agrees to abide by the Standing Orders. On the third occasion that a person is excluded for breach of Standing Orders, the Convener may permanently exclude that person from the Board.

Section 8. Voting. The Convener at a Board meeting, and every other Board member, may cast one vote on every motion put to a vote. In the event of an equality of votes the Convener may exercise an extra casting vote.

Section 9. Resignation. A Board member who fails to attend meetings of the Board for a period of longer than six months without reason or explanation may be asked to resign from the Board.

Section 10. Nominations. The Board welcomes nominations from the membership. Nominations can come from the membership or the Board. The Board may appoint a Nominating Board to develop a policy to solicit nominations for open positions. The Nominating Board may develop a procedure for carrying this out. The Nominating Board may develop a procedure for making recommendations on nominees to the membership.

Section 11. Elections. Elections to the Board shall be held by postal ballot at an appropriate time before the AGM (except when there is no greater number of candidates for election than declared vacancies, in which case those candidates standing shall be deemed elected from the date of the Annual General Meeting without further formality).

Article 4: OFFICERS

Section 1. Election. Within a reasonable period of time after the AGM, the Board shall elect Officers of Exit; namely a Convener and Vice-Convener, from amongst the members of the Board for one year. Before election as an Officer, a Board Member must have served on the Board as an elected member for the immediately preceding six months. The Convener shall normally chair all meetings. In the absence of the Convener, Vice-Convener shall normally chair meetings and take on the duties and powers of Convener.

Section 2. Terms of Office. The Convener shall not hold office continuously for more than four years, but Officers shall, otherwise, be eligible for re-election up to their maximum term as Board members.

Section 3. Honorary Officers. An Honorary President and Vice-President of Exit may be appointed at the discretion of the Board.

Section 4. Authority. Urgent decisions requiring action before the next Board Meeting may be made by consensus of a majority of the Officers. Such decisions must be reported at the next meeting of the Board and recorded.

Article 5: GENERAL MEETING

Section 1. Annual Meeting. The Annual General Meeting shall be held in May or June or any other time determined by the Board.

Section 2. Business Conducted. Business at each AGM shall include, as appropriate: Report of the Previous AGM, Convenerís Report, Director's Report, Treasurerís Report, presentation of accounts, appointment of accountants, announcement of new Board members, moving of and voting on competent resolutions duly notified and received, and discussion of policy. At any meeting, the Convener of the meeting may expel any persons, and may adjourn the meeting.

Section 3. Extraordinary General Meeting. An Extraordinary General Meeting may be called upon the vote of a majority of serving Board members: subject to the Boardís discretion following the request of a substantial body of the members, or when the Board has any other reason to believe there is substantive and reasonable need to do so.

Section 4. Notice. At least 30 daysí notice in writing of Annual General Meetings and Extraordinary General Meetings shall be given to members. Members may submit motions on policy matters and to be dealt with at an AGM. Such motions must be submitted in a time and manner as determined by the Board.

Section 5. Voting. Voting on all motions, excepting motions for changes to the Constitution or election of Board members shall, at the discretion of the Board, be by show of hands, by paper ballot, by proxy, or by postal ballot. Motions must receive a majority of votes to pass.

Article 6: CHANGES TO THE CONSTITUTION
Motions for changes to the Constitution shall only be proposed by the Board and decided by a postal ballot of the membership. An alteration to the Constitution shall require the assent of at least two-thirds of the total members voting on the motion.

Article 7: DIRECTOR
The Board may employ a Director who shall be responsible for the reasonable implementation of Exit Policy, development and implementation of strategy to achieve the Policy Goals, day-to-day running of the organization, personnel decisions regarding paid and volunteer staff of any kind, and recommendations of policy to the Board. The Director shall be present at all meetings and take full part in the discussions of the Board.

Article 8: FUNDS OF EXIT

Section 1. Employment of Funds. The Board shall have the power to employ the funds of Exit in any manner consistent with its aims, and may invest the funds in any manner the Board may think fit.

Exit shall:
a. receive and maintain a fund or funds which shall comprise the assets of Exit and which shall consist of all donations, legacies, subscriptions and other monies, and apply from time to time all or part thereof and the income therefrom for the aims of Exit;

b. do all such things as are incidental or conducive to the attainment of the above aims and in particular:

                     to use from time to time all or part of the funds and income of Exit for the purposes of Exit by such means as may from time to time seem expedient to the Board including research, publication and the establishment and maintenance of charitable activities;

                   to use from time to time all or part of the funds or income of Exit for any organization, already established or to be established which will promote the aims of Exit;

c. acquire by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any kind of real or personal property, and to sell, lease or otherwise dispose of the same, and to enter into and carry out agreements, contracts and undertakings incidental thereto.

Section 2. No Pecuniary Gain. Exit shall be carried on without the purposes of pecuniary gain to its members. The whole funds and other assets including any profits or other accretions to Exit shall be used in promoting its purposes, and no right, privilege, benefit or advantage may arise or accrue to any member other than paid staff except in respect of wages or remuneration. Board members may be reimbursed for reasonable expenses incurred in their duties.

Section 3. Receipts. Officers and staff are authorized to give receipts on behalf of Exit for any monies received.

Section 4. Independent Examination of Accounts. Exit shall employ Chartered Accountants to undertake an independent examination of the annual Accounts each year. The Chartered Accountants will be appointed at the Annual General Meeting by the Board after hearing the recommendation of the members attending. The Board may, from time to time, at its discretion, employ Chartered Accountants to undertake a full audit of Exitís Books and Accounts.

Section 5. Dissolution. Upon the dissolution or winding-up of Exit and after the payment of all debts and liabilities, all its remaining assets shall be distributed or disposed of to recognized organizations which have similar or cognate aims.