Constitution

ARTICLE 1: NAME

The name of the organization shall be “World Federation of Tourist Guide Associations (WFTGA)”, (referred to in this document as “the Federation”)

ARTICLE 2: DEFINITION

The World Federation of Tourist Guide Associations shall be a non-profit-making professional organization dedicated to the promotion of high standards of training and ethics within the profession. The official language used by the Federation shall be English. Legal documents shall be drawn up in the language of the country of the Secretariat. The Federation shall not engage in political, religious or racial activities.

ARTICLE 3: AIMS

a) To establish contact with Tourist Guide Associations throughout the world, to reinforce their professional ties and to promote and protect the interests of professional tourist guides
b) To represent professional Tourist Guide Associations internationally
c) To work for improvement of the quality and reputation of the profession of Tourist Guides worldwide
d) To hold a Convention of Tourist Guide Associations at regular intervals

ARTICLE 4: MEMBERSHIP

a) Membership shall be open worldwide to any non-profit-making independent Association, or group of Associations of Tourist Guides from any one country (for example, a national Association or a group comprising a number of regional or other Associations) whose members are registered as official Tourist Guides by the appropriate licensing authority in conformity with the respective and relevant national laws.

A group consisting of Associations from more than one country is not eligible for membership.

Application for membership must be presented by the Association or group of Associations from one country to the Executive Board for approval. If the application is accepted, membership will date from the payment of membership dues.

Each application for membership shall be made on an official application form and shall include a copy of the Association(s)’ Constitution/Governing Document. The clause that shows that the association is a tourist guiding association must be translated into English.

National associations of tourist guides in membership of the Federation shall be consulted upon application for membership by other tourist guide associations from their country.

b) Members are entitled to participate in all activities of the Federation, to benefit from the facilities of the Federation and each member country is entitled to have a single vote at the General Assembly.

c) Each member shall agree to abide by the Constitution and the resolutions taken by the bodies of the Federation, and to pay the annual membership subscription due on 1 January.

d) Membership will be deemed to have lapsed should a member fail to pay the membership dues within the conditions laid down by the Executive Board. Membership may be withheld by a decision of the Executive Board, ratified by the Arbitration Committee, should a member, in their opinions, act contrary to standards and aims of the Federation or in a manner damaging to the reputation of the Federation. Membership may be terminated by a decision of the General Assembly.

e) Affiliate Membership will be open to tourism-related organisations, whether governmental, local authority, international organisation or other bodies involved at city, regional, national or international level with tourism and travel related activities.

Their suitability for Affiliate Membership will be approved by the Executive Board.

They may attend the Biennial Conventions as participants, paying the normal rate. The annual Affiliate fee will be 75% of the full membership subscription, payable by January each year.

Affiliate Members will receive the free publication of the Federation. They may attend the Biennial Conventions as participants, paying the normal membership rate. Affiliate Members may be present as observers at training organised by, or under the auspices of the Federation, if they are actively involved in an administrative or teaching capacity in schools for tourist guide training, although they may not be tourist guides. The annual Affiliate fee will be 75% of the full membership subscription, payable on January each year.

f) Individual Membership will be open to persons from countries, which currently are not members of the Federation. Admission of an Association from that country will void such individual membership of a person by the following 31 October. Individual members will receive the free publications of the Federation, will be allowed to attend the Delegates’ meetings as observers and may attend the biennial Convention, as participants paying the normal membership rate. Annual individual membership fee will be 35% of the full membership subscription, payable on 1 January each year.

ARTICLE 5: FINANCES

Funds of the Federation will accrue from:
a) Membership dues – country and association dues; affiliate membership dues and individual membership dues to be paid annually, as recommended by the Executive Board and ratified by the General Assembly.
b) Donations, bequests, subsidies from private or public organizations.
c) A per capita payment, as agreed by the General Assembly, added to the fee for attending the Federation’s Convention.
d) Training Fees received from WFTGA Training Courses and Royalties payable by WFTGA Trainers.

The funds shall be kept in a suitable account, or accounts as decided by the Executive Board, and the Treasurer shall provide regular reports to the Executive Board at least annually. An audited Balance Sheet / Profit and Loss Account shall be sent biennially to the member countries, 10 days prior to the General Assembly meeting, and presented at each meeting of the General Assembly.

ARTICLE 6: COMPOSITION

The Federation shall consist of:

The General Assembly
The Executive Board
The Finance Inspection Committee The Arbitration Committee

ARTICLE 7: GENERAL ASSEMBLY

The General Assembly shall comprise Delegates of the fully paid-up members and the Executive Board. It shall be convened by the President during each Convention.

An extraordinary meeting of the General Assembly may be convened by the Executive Board, or on written demand required by 10% of the Members.

Delegates to the General Assembly shall be tourist guides and shall provide to the general assembly a letter of appointment from their own tourist guiding association.

a) Methods of Voting in the General Assembly:
When space permits, each member country may be represented by up to two delegates. The Executive Board, upon well-founded and documented request, may allow up to four representatives per country, provided that all interested parties within that country agree so in writing.
Each member country may cast only one vote, irrespective of the

number of member associations represented in that country.
The decisions of the General Assembly will be carried by a simple majority vote, with the exception of changes to the Constitution which will require a two-thirds majority of those present and voting, and a quorum of 50% of the member countries.
Voting shall be by a show of hands, unless a secret ballot is required by any member.
Elections to the Executive Board shall be by secret ballot.

b) Proxies:
No Delegate may hold more than one proxy, duly authorized in writing.

c) Functions of the General Assembly:
i) To receive the President’s and Secretary’s reports
ii) To approve the audited accounts of the Federation and receive the Treasurer’s report on the finances of the Federation
iii) To approve membership dues until the next General Assembly
iv) To consider the report of the Executive Board on its activities since the previous Assembly
v) To elect the President and the Executive Board
vi) To elect the Arbitration and the Finance Inspection Committees
vii) To decide on the location and approximate date of the next Convention
viii) To consider and approve proposals for action for the next two years; ix) To ratify termination of membership as recommended by the Executive Board

d) Quorum
More than 50% of the Delegates present or represented shall constitute a quorum for any meeting of the General Assembly. When no quorum is present, the President may postpone the meeting to a later hour or date, when decisions may be taken by any number of Delegates present or represented.

e) Rules of Procedure
The Chairman shall implement rules of procedure as drawn up by the EXBO from time to time.

ARTICLE 8: THE EXECUTIVE BOARD

a) The Executive Board shall comprise a President, a Treasurer and not more

than 5 members directly elected by the General Assembly to serve for a period of 2 years. The elected Executive Board shall appoint from its number a Vice President and Secretary.

Executive Members shall be eligible for re-election for 4 consecutive terms (8 years) after which they may stand for election only after an interval of 2 terms (4 years). No Executive member may serve in the same position on the Executive Board for more than 3 terms (6 years).

All candidates standing for election as executive board members must be tourist guides and must provide the general assembly with a letter of support for their candidature from their own WFTGA-member tourist guide association. Candidates who are primarily tour operators or tour agents shall be ineligible to stand for the Executive Board.

b) Function and duties of the Executive Board
The Executive Board shall be responsible for the day-to-day running of the

organization and shall, within the competence allotted to it, have the power to make decisions in order to further the aims of the Federation under Article 3 above. The Executive Board may also co-opt members to the Board if necessary, such members having no voting rights in the meetings of the Board.

The Executive Board are empowered to make a recommendation at their “mid-term” meeting between Conventions of any proposed increase in members subscriptions (all categories) for the following biennial period commencing 1st January and for all member organizations to be immediately informed. Any such recommendation will allow member organizations to budget locally for any proposed increase, but such proposal must be put to the next Convention for deliberation.

Further duties inter alia, shall be:
i) to decide on applications for membership and to recommend termination of membership where necessary;

ii) to present an annual budget;

iii) to meet at least once between Conventions of the General Assembly;

iv) to appoint Area Representatives for the Federation;

v) to issue such publications as shall be appropriate on matters of concern to Tourist Guides

c) Two thirds of the members of the Executive Board shall constitute a quorum for any meetings of the Executive Board provided that the President or the Secretary is present.

d) The Executive Board shall make its decisions by simple majority vote, except as provided by Article 8(f).

e) No one shall hold more than one office at the same time. No Federation officer shall be remunerated. Expenses, properly recorded, incurred in the execution of duties of the office shall be reimbursed.

f) By unanimous vote of no confidence by other members, a member may be required to step down from the Executive Board. The circumstances of such no confidence vote must be clearly documented and may only be for conduct that seriously damages the work and/or reputation of the Federation or for dereliction of duties as an Executive Board Member.

ARTICLE 9: OFFICERS OF THE EXECUTIVE BOARD

a) The President
The President shall officially represent the Federation within the limits granted by the Constitution.
The President shall convene the General Assembly and the Executive Board. The President or, in his/her absence, the Vice-President, shall act as Chairman at the Executive Board and at the General Assembly meetings.

b) The Secretary

Duties of the Secretary shall include taking minutes of all meetings of the Executive Board and of the General Assembly, giving at least three months’ written notice of all meetings of the Executive Board and the General Assembly, and at least two months’ written notice of any proposed changes to the Constitution. A proposed agenda shall be circulated to members two months prior to any meeting.

c) The Treasurer

The Treasurer shall keep records of all financial transactions and submit all financial records and audited accounts to the Executive Board, the General Assembly and the Finance Inspection Committee. Funds shall be disbursed with the signature of any two of the three officers – Treasurer, President and Secretary.

d) Vice President

The Vice President shall preside over meetings of the Executive Board or the General Assembly in the absence of the President. The Vice President shall officially represent the Federation in the absence of the President.

ARTICLE 10: FINANCE INSPECTION COMMITTEE

The Finance Inspection Committee shall be made up of three members selected from the General Assembly and they shall not be members of the Executive Board. Their duty shall be to inspect the finances of the Federation. Their term of office shall be two years.

ARTICLE 11: ARBITRATION COMMITTEE

All unresolved disputes arising under the articles of this Constitution shall be decided by the Arbitration Committee. The General Assembly shall appoint a standing Arbitration Panel of five non-executive members of whom three will – with the approval of the interested parties – arbitrate in any unresolved dispute.

ARTICLE 12: SECRETARIAT AND REGISTRATION OF TITLES

a) The headquarters of the Secretariat shall be located at a place agreed by

the General Assembly.

b) The title “The World Federation of Tourist Guide Associations”, its logo and the title of its publications “Guidelines Internetion@l”, are registered as trademarks and are fully protected internationally within the European Union under the laws of the country of the Federation’s current official Registered Office – Austria. The Federation’s official Registered Office is in Vienna.

ARTICLE 13: PROPOSED AMENDMENTS TO THE CONSTITUTION BY THE MEMBERSHIP

Any provision of this Constitution may be waived or changed in General Assembly by a quorum of over 50% of the membership and a majority of two thirds of those present and voting, provided that three months’ written notice has been given of such proposed changes to the Secretariat.

ARTICLE 14: INDEMNIFICATION

By resolution of the Executive Board, the Federation may provide for indemnification of the current or former officers against all expenses and liabilities, including attorney fees in cases in which such person(s) seek to be indemnified by the Federation with the defence of any action, lawsuit or proceeding in which such person(s) is (are) made a party by reason of his/her relationship to the Federation. However, no indemnification may be provided for in relation to such matters as to which such person(s) shall be judged in such action, lawsuit or proceeding to be liable for negligence or misconduct in the performance of duties and to such matters as shall be settled by agreement predicted on the existence of such liability, negligence or misconduct.

ARTICLE 15: DISSOLUTION

a) If the Federation is dissolved, the funds remaining after liquidation shall be donated to a charity as agreed by the Executive Board.
b) The relevant authorities (Register of Associations) shall be informed in writing of the dissolution of the Federation and, in accordance with Article 26 of the Law of Associations, the last Executive Board shall gazette the dissolution.