Constitution

Study WYSE operates under the Constitution of WYSE Travel Confederation.

As amended September 2012 (San Diego, USA)

Article 1. Name of the Organisation

There shall be an international Confederation by the name of World Youth Student and Educational Travel Confederation, also to be referred to as WYSE Travel Confederation The legal seat of the World Youth Student and Educational Travel Confederation is Copenhagen, Denmark.

Article 2. Mission

To contribute to the personal and professional growth of students and young people. To generate positive impact our global community by fostering international understanding, education, cultural exchange and responsible international travel.

Article 3. Declaration of Principles

The Confederation recognises the principles of democracy, freedom, human rights, respect for the environment and cultural diversity, and non-discrimination on the basis of any race, religion, ethnicity, sex or political creed.

Article 4. Aims and Objectives

The aims and objectives of the Confederation will be:

4.1 to promote educational, cultural and social travel among students and young people.

4.2 to promote international education, student travel and youth travel as a force for international understanding.

4.3 to promote the unique social and economic values of international education, youth travel and student travel to governments, relevant national and international organisations and to the travel industry.

4.4 to respond to the challenges of changing market and industry forces and the growing demand for international education, youth travel and student travel.

4.5 to promote the development of international education, youth travel and student travel organisations in countries where they do not exist and to help strengthen such organisations in countries where development is limited.

4.6 to engage in advocacy to facilitate the movement of young travellers, students and cultural exchange participants.

4.7 to build a representative and diverse membership and to strengthen the voice of those promoting youth travel, student travel and international education.

4.8 to support the efforts of organisations and institutions whose specialised activities and services enable students and youth to experience the benefits of travel and international education.

Article 5. Activities & Member Benefits

For the purposes set out above in the aims and objectives, the activities and member benefits of the Confederation shall include:

5.1 Articulating a vision of the broader social and economic value of international education, youth travel and student travel as a personal development and educational aspiration of all young people.

5.2 Supporting, implementing, and disseminating research and market intelligence.

5.3 Providing a framework to encourage co-operation and collaboration among members and facilitating the exchange of information and trade in products, services and expertise between members and with governments, industry, non-governmental organisations, and the educational community worldwide.

5.4 Conducting all activities to support this exchange including conferences, seminars, and meetings, the exchange of information and literature and maintaining an efficient technical collaboration between the Members of the Confederation.

5.5 Promoting the creation of new sector based organisations.

5.6 Maintaining standards for the conduct of all association activities and compliance with the Code of Conduct and financial provisions that regulate quality in the organisation.

Article 6. Membership

6.1 The criteria and application process for membership in the Confederation are set out in this Constitution and the Rules & Regulations as established from time to time by the Executive Board.

6.2 Membership categories

The membership categories are:

6.2.1 Individual Organisation Members
This membership category consists of Full Members, Affiliate Members, Honorary Members and Associate Members. Individual Organisation Members may be members of the Confederation without being members of any Sector Association.

6.2.2 Full Members
Organisations specialising in youth travel, student travel and/or international education services may apply to become Full Members. Each Full Member shall have the right to vote at the Annual General Meeting of the WYSE Travel Confederation and in the election of Full Members to the Executive Board. Proxy votes are permitted.

6.2.3 NTA, OTO and NGO Members
The following types of organisations may apply to become OTO, NGO and NTA Members:

NTA Members: i.e. governmental authority responsible for the development of tourism in a specific country i.e. National Tourism Administrators.

OTO Members: Official Tourism Organisations, i.e. organisations with official sanction to operate on behalf of government authority (NTA) at any level i.e. local, regional or national.

NGO Members: Organisations which exist primarily for non-trading purposes and whose activities relate to representation, advocacy, charity, or other public service, not-for-profit, objectives.

NTA, OTO and NGO Members are non-voting members.

6.2.4 Honorary Members
Partner Organisations that have a special relationship with the Confederation.
Honorary members are non-voting members.

6.2.5 Service Partners
Commercial organisations that are not specialists in the field of international education, youth and student travel, but are active in providing ancillary student and youth travel and/or international education products or services. This category could include insurance companies, airlines and other pertinent suppliers to our industry. These organisations may apply to be admitted as Service Partner members.

Service Partner members are non-voting partners.

6.3 Sector Association Members

6.3.1 Sector Association Members are associations with activities related to the objectives of the Confederation, created to represent a significant sector interest within youth and student travel and international education services.

6.3.2 Current Associations entitled to Sector Association membership are:
International Au Pair Association (IAPA), International Association for Student Insurance Services (IASIS), International Student Identity Card (ISIC), International Student Travel Confederation (ISTC), Student Air Travel Association (SATA), Wyse Work Abroad Association (WWA), Stay Wyse Association.

6.3.3 Any properly constituted sector association may apply for membership under this category.

6.3.4 Sector Associations will be identified in four (4) different categories: Bronze, Silver, Gold and Platinum.

6.3.5 Sector Associations in the following categories shall have full voting rights: Silver, Gold and Platinum
Sector associations will receive services according to the Association Services Overview of Benefits see appendix a.

6.3.6 Sector Associations in the Bronze category shall have no voting rights.
Sector associations will receive services according to the Association Services Overview of Benefits see appendix a., Bronze section.

Article 7. Annual General Meeting

7.1 The Executive Board shall convene a WYSE Travel Confederation Annual General Meeting (AGM) for all Full Individual Organisation members of the Confederation at least once a year at the World Youth and Student Travel Conference (WYSTC or the Conference) to:

  • inform on its activities, governance and plans for the Confederation and receive comments, endorsements and/or referrals;invite a member from the Finance and Audit Advisory Committee to present the Committeeâ??s report for the purpose and to receive comments, endorsements and/or referrals;
  • submit the consolidated financial report of the Confederation and the audited annual accounts for approval;
  • recommend for approval the appointment of the Auditors;
  • recommend for approval the one independent person who holds professional accountancy or auditing status to serve on the Finance and Audit Advisory Committee;
  • submit the budget of the Confederation and the membership fees for the following year;submit for approval any amendments to the Constitution and to the Rules and Regulations;
  • submit motions presented by the Board and Full Individual Organisation members, and Sector Association members;
  • introduce sites and information on the forthcoming Conference(s);
  • present the candidates standing for election to the Executive Board and to the Finance and Audit Advisory Committee and hold the election; and
  • receive proposals of overall interest to the Confederation and to the Membership;
  • present any item of topical or general interest deemed proper for the meeting.

7.2 Notice for an annual general meeting shall be provided in writing to the Individual Member Organisations not less than eight (8) weeks prior to the meeting.

Article 8. Membership Year and Fee

8.1 A membership year shall be set out in the Rules & Regulations.

8.2 The Executive Board shall fix an annual membership fee for all membership types and categories. The membership fee may be different for each category of Individual Organisation Member and for each Sector Association Member.

Article 9. Membership Obligations

Members are obliged to:

9.1 Abide by the Constitution, the Code of Conduct, Rules & Regulations and all other regulations of the Confederation.

9.2 Comply with requests from the Confederation to furnish statistical data and otherwise support research endeavors.

9.3 Advise the Confederation of any change of name, ownership or control of their organisation no later than one month after such a change takes effect.

Article 10. Cessation or Suspension of Membership

10.1 Membership in the Confederation will cease:

10.1.1 Through resignation in writing in accordance with the Confederation Rules & Regulations.

10.1.2 Through cessation of business for whatever reason.

10.1.3 Through termination for non-payment of membership fees or other dues to the Confederation as stipulated in the Rules & Regulations.

10.1.4 Through termination for failure to comply with the Confederation Constitution or any of its statutes or Code of Conduct, according to the procedures stipulated in the Rules & Regulations.

10.2 Membership in the Confederation will be suspended:

10.2.1 following temporary cessation of business.

10.2.2 Until serious breaches of the Confederations regulations by a Member have been remedied in accordance with the criteria and procedures stipulated in the Rules & Regulations.

10.3 Review of Membership Status

10.3.1 In the event of a change of name, ownership, control, status or merger, the membership only passes to the new organisation or company if approved by the Executive Board, whose decision is final.

10.4 Liability

10.4.1 The members shall not be liable for the obligations of the Confederation.

Article 11. Governing Structure

11.1 The governing body of WYSE Travel Confederation will be the Annual General Meeting of Individual Organisation Members meeting in quorate. The Annual General Meeting will be convened at the site of the World Youth Student Travel Conference (WYSTC).

Voting at an AGM will be by a simple majority of Full Individual Organisation Members present, unless otherwise stipulated in the Constitution. The quorum at an Annual General Meeting will be 33% of all the Full Individual Organisation Members who would have paid all their membership fees and dues to the Confederation by no later than one clear week prior to date of the General Meeting. If quorum is not obtained initially, the meeting will be adjourned for thirty (30) minutes and reconvened with those present constituting quorum.

The AGM is the guardian of the Constitution and of the Rules and Regulations and changes thereto;
The AGM will elect three (3) Full Individual Member Organisation Representatives to the Executive Board. In addition the Sector Association Members will elect up to four (4) Sector Association Representatives to the Executive Board.

11.2 Selection of Executive Board members

11.2.1 Each Sector Association member will duly appoint and empower its Chair, or an alternate Board/Committee Member, to elect its Sector Association Representatives to serve on the Executive Board.

11.2.2 The composition of the four (4) Sector Associations Representatives is described in the Confederation’s Rules & Regulations (Section 4.3).

11.2.3 Full Individual Organisation Members will elect from among themselves their Representatives to serve on the Executive Board.

11.2.4 The Executive Board shall establish the Rules & Regulations to govern elections at least two months in advance of them being put into effect. Any changes to the existing Rules & Regulations must be approved by a simple majority at the Annual General Meeting in quorate.

11.2.5 All decisions of the Executive Board are made by a majority vote, unless otherwise stated in this Constitution. In case of a tie, other than at an election, the Chair will have an additional casting vote. Proxy voting is not permitted

11.2.6 Every member of the Executive Board must be a Full member of WYSE Travel Confederation or a Sector Association for a minimum period of three consecutive years and must have paid their Membership fee in full by the date of Opening of Receipt of Nominations. Any member that fails to pay their annual fees while serving their term on the Executive Board loses their Executive Board seat immediately.

11.2.7 The term of office on the Executive Board (other than during the interim governance process) for both the Sector Association Members and Full Individual Organisation Members shall be for three (3) years and the appointee shall be expected to hold office throughout the said duration.

11.2.8 After serving for a full three (3) year term on the Executive Board that member must stand down for a minimum of two years. An Executive Board member may serve a maximum of three (3) full three (3) year terms accumulatively.

11.3 Responsibilities and Functions of the Executive Board

11.3.1 Implementing the decisions of the Annual General Meetings;

11.3.2 Approving the strategic direction for, and ensuring adherence to the Aims and Objectives, Activities and Member Benefits of the Confederation in terms of articles 4 and 5 of this Constitution;

11.3.3 Facilitating coordination and cooperation among Sector Associations and Full Individual Organisation Members and convening an annual Conference, the Annual General Meeting, and other General Meetings.

11.3.4 Monitoring the preparation by the Director General of the relevant budgets and membership fees for the proper functioning of the Confederation and its commercial partnerships;

11.3.5 Receiving at each of the three physically held meetings the Finance and Audit Advisory Committee’s opinion and giving the Committee’s recommendations due consideration;

11.3.6 Recommending for approval the annual audited accounts and auditors reports and proposing the external auditors for consideration at the Annual General Meeting;

11.3.7 Reporting on its activities to the Annual General Meeting.

11.3.8 Establishing and maintaining working-groups, committees, Codes of Conduct, Rules & Regulations as well as enforcing the Codes of Conduct, Rules & Regulations for the proper functioning of the Confederation;

11.3.9 Establishing and coordinating the Advisory Committee for the WYSTC Conference. Overseeing the Conference operation and success.

11.3.10 Commissioning the drawing up and deliberating of regular or ad hoc reports or position papers, and delegating the execution of approved recommendations and decisions;

11.3.11 Overseeing the delegated authority for the day-to-day management of the Confederation;

11.3.12 Being the Supervisory Board of Directors of the subsidiary Companies of the Confederation;

11.3.13 Appointing and determining the responsibilities, duties, goals and objectives of the Director General; The Director General answers to the Executive Board who assesses and evaluates the Director Generals performance.

11.3.14 Establishing and fulfilling the ownership role of the subsidiary Companies necessary for the proper fulfilment of the Aims and Objectives of the Confederation;

11.3.15 Any and all other responsibilities and functions deemed necessary and beneficial for the furtherance of the Aims and Objectives of the Confederation.

11.4 Conduct of the Executive Board

11.4.1 The Executive Board will meet physically at a minimum of three times per year, at least once at the site of the Conference and at any other time and place during the year as it will determine;

11.4.2 The Executive Board will elect a Chair, and/or Chair-Elect, from among its number as its first business upon its re-composition.

11.4.3 A quorum will consist of a majority of the total number of the Executive Board Members;

11.4.4 Each member of the Executive Board will have one vote. In case of a tie, other than at an election, the Chair will have an additional casting vote. Proxy voting is not permitted;

11.4.5 All decisions, of the Executive Board, including elections, are made by a majority of the votes of members present at the meeting.

11.5 Committees of Executive Board

11.5.1 The Executive Board will elect a Finance and Audit Advisory Committee upon its re-composition, and any other permanent and/or ad hoc committees and/or working groups as it may from time to time determine;

11.5.2 The Executive Board will provide each committee and/or working group with terms or reference and instructions to assist it in the execution of its responsibilities and functions;

11.5.3 Each committee and/or working group elected under clause 11.5 will conduct its business and procedures as applicable according to this Constitution, the Codes of Conduct and the Rules & Regulations.

11.5.1 Finance and Audit Advisory Committee

11.5.1.1 The Finance and Audit Advisory Committee will consist of three persons, one elected from amongst the members of the Executive Board, one member at large elected at the Annual General Meeting for a term of three (3) years, who will also serve as Chair of the Committee, and one independent person who is to hold professional accountancy or auditing status appointed for a period of three (3) years by the Executive Board in an honorary capacity;

11.5.1.2 The responsibilities and functions of the Finance and Audit Advisory Committee include:

  • Overseeing the reasons, systems and procedures adopted for budgeting, internal control and management reporting and providing an independent opinion on the application and effectiveness of internal and budgetary controls and financial statements disclosures to the Executive Board;
  • Recommending to the Executive Board the appointment of the external auditor and holding relations therewith;
  • Implementing the terms of reference incorporated in the Rules and Regulations and any decisions of the Executive Board when these are compatible with the advisory status of the Committee.

11.5.3 Appointment of the WYSTC Conference Advisory Committee.

11.5.3.1 The Executive Board will appoint a WYSTC Advisory Sub-Committee Chair who will be responsible for appointing up to six members who may or may not be members of the Executive Board or the membership at large;

11.5.3.2 The members of the WYSTC Advisory Committee will be persons who are known to possess the skills required to steer the organisation and running of the annual conference;

11.5.3.3 The WYSTC Advisory Sub-Committee will offer guidance on the strategic direction and plans of the Company and of future WYSTC events, on general management, on determining the political, financial and logistical needs for the Confederations annual Conference to the Executive Board.

11.5.3.4 The term of office of the WYSTC Advisory Sub-Committee will normally be for one year;

11.5.3.5 The Executive Board will report to the membership at the Annual General Meeting and as it sees fit during the year on its WYSTC activities and on the activities of its WYSTC Advisory Sub-Committee.

11.5.4 The Sector Associations Advisory Committee

11.5.4.1 The Executive board will request the Sector Association Members Chairs (or a Representative appointed by and from each Association) to form the Sector Associations Advisory Committee

11.5.4.2 The responsibilities and functions of the Sector Associations Advisory Committee

11.5.4.3 Electing Sector Association Members representatives to the Executive Board

11.5.4.4 Discuss issues and goals concerning the various Sector Associations and the Confederation and accordingly make recommendations to the Executive board

11.5.4.5 Discuss, recommend and create synergies between the various Sector Associations and the Confederation,

11.6 Director General and Senior Executive Officers

11.6.1 The Confederation will have a Director General who will also be the Chief Executive Officer of the Confederation’s subsidiary Companies and who will report to the Executive Board. He/she will be bound by a contract of service and his/her remuneration will be a charge upon the said Companies;

11.6.2 The Executive Board will appoint and determine the contract of service, including the responsibilities and duties of the Director General as well as manage and evaluate the Director General’s performance.

11.7 Legal Representation
Legal representation will vest in the Chair of the Executive Board save that the Executive Board may by resolution vest legal representation in any two persons from the Executive Board and the Director General and, by a two-thirds majority vote of the Executive Board, may resolve to vest legal representation solely in the Director General for the explicit purpose of executing the day-to-day affairs of the Confederation.

11.8 Electronic Voting
The Executive Board may carry out a vote of Members by electronic means on any issue which requires a decision by Members in an Annual General Meeting, or on which the Board feels the formal view of the membership should be ascertained in the period between Annual General Meetings.

An electronic vote shall require a minimum of 40% of the Full Individual Organisation Members to cast a vote in favour, against or in abstention in order for the vote to be considered valid. Such decisions taken by means of electronic vote shall stand and be recorded as the decision of Members in General Assembly at an Annual General Meeting.

Article 12. Amendments to the Constitution, Code of Conduct and Rules & Regulations

12.1 Amendments to the Constitution, Code of Conduct and Rules & Regulations may be proposed by a Full Individual Member Organisation to the Executive Board, and notice of the proposed amendments will be circulated among all the Executive Board members at least one month prior to the meeting at which the amendments are to be submitted for approval by the Executive Board.

12.2 Amendments to the Constitution submitted by an Executive Board member may be proposed to the Executive Board without the requirement of a one-month notice period.

12.3 All amendments to the Constitution, Code of Conduct and Rules & Regulations shall be decided by a two-thirds majority vote of the Executive Board.

12.4 Any changes to the Constitution and/or Code of Conduct must be ratified by a two-thirds majority of the Full Individual Member Organisations present and in quorate at an Annual General Meeting prior to taking effect.

12.5 Any changes to the Rules & Regulations must be approved by a two-thirds majority of the Executive Board and then ratified by a simple majority of the Full Individual Member Organisations present and in quorate at an Annual General Meeting prior to taking effect.

Article 13. Rules & Regulations

13.1 Regulations necessary or advisable for achieving the aims of the Constitution or for clarifying areas of uncertainty may be proposed by members of the Executive Board or by Full Individual Organisation members as provided for in Article 12 above from time to time approved by a two-thirds majority of the Executive Board.

Such regulations will be called the Rules & Regulations of the Confederation and must be ratified by a simple majority of the Full Individual Organisation members present in quorate at an Annual General Meeting prior to taking effect.

13.2 The Confederations Constitution and Rules & Regulations are binding contracts governing the relationship between the Full Individual Organisation Members and Sector Association Members and the Confederation. Breaches of these regulations may result in suspension or expulsion from the Confederation.
The Executive Board will determine consequences arising from breaches of the regulations.

Article 14. Finance

14.1 The financial year of the Confederation is the calendar year.

14.2 The funds of the Confederation are composed of:

14.2.1 Annual membership and entrance fees;

14.2.2 Grants from governments, local authorities, national and international bodies, and sponsors;

14.2.3 Funds raised in any other way.

14.3 Any surplus generated by the Confederation shall be used to fulfil the aims and objectives of the Confederation.

14.4 The Executive Board will each year propose a certified, independent auditor to audit the Annual Accounts of the Confederation for approval at the Annual General Meeting.

14.5 The Annual Accounts shall be submitted by the Executive Board for approval at the Annual General Meeting.

14.6 The Executive Board will each year submit the forthcoming years budget and membership fees for the approval of the Annual General Meeting.

Article 15. Dissolution

15.1 The Executive Board may recommend dissolution of the Confederation by a two-thirds majority vote and submit such approved recommendation to an Annual General Meeting subject to providing eight weeks notice and specifying the reasons for the dissolution and the proposed application of the remaining funds.

The Annual General Meeting may resolve to dissolve the Confederation by a three-fourths majority of Full Individual Organisation Members present and constituting a quorum of 40% of the Full Individual Organisation Members. The winding up of the assets and liabilities of the Confederation will be carried out by the Executive Board or by a liquidator appointed by the Executive Board.

15.2 Upon dissolution, the remaining assets of the Confederation shall be distributed to purposes furthering the interests of international education and the youth and student travel community.

Article 16. Language

The language of the Confederation shall be English and all correspondence shall be conducted in that language.