PART 1 – PRELIMINARY

1.      Name

The name of the organization is the International Network of People Who Use Drugs abbreviated as INPUD.

 

2.      Definitions

(1)       In these rules:

 

Organization means the International Network of People Who Use Drugs (INPUD).

 

Member means an individual entered into the register of members in accordance with Rule 6(4) as provided for in Part 2 Membership.

 

The Board means the INPUD Board as provided for in Part 3 The Board.

 

Board Members mean the individuals duly elected to the INPUD Board for the duration of their term.

 

Constitution means the foundational rules as set out in this document and any pursuant documents.

 

Secretary means the person holding office under these rules as Secretary of the Organization.

 

Special General Meeting means a general meeting of the Organization other than an annual general meeting.

 

Special Resolution is defined in Rule 35.

 

The Vancouver Declaration means the Vancouver Declaration of the International Network of People Who Use Drugs 2007.

 

Harm Reduction means a range of comprehensive and non-judgmental approaches aimed at reducing the potential harms associated with drug use.

 

Drug User Organization means organizations, networks and projects that are run by and for people who use drugs.

 

(2)          In these rules:

(a)  a reference to a function includes a reference to a power, authority and duty; and

(b)  a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

 

3.   Objectives of the Association –

Preamble:

The International Network of People Who Use Drugs (INPUD) is the international organization representing issues of international significance for people who use drugs.

 

INPUD’s organizational philosophy is based on the principles of self-determination, equity and social justice. In this context, INPUD supports the right of people who use drugs to self-organise in order to advance the health and human rights of people who use drugs and to reduce drug related harm.

 

INPUD takes a non-judgmental, value-neutral approach to drug use. The organization believes that people who use drugs have the right to be treated with dignity and respect and be able to live their lives free from discrimination, stigma and health and human rights violations.

 

INPUD is committed to achieving fundamental drug policy reform and to the re-orientation of health and criminal justice systems in relation to issues affecting people who use drugs.

 

In general, the Organization aims to support and promote the principles and the intentions of the Vancouver Declaration. The aims and objectives for which the Organization is established are (in no order of priority):

 

1.    To advocate and lobby at the international level for the rights of people who use drugs.

 

2.    To maintain an organization that is effective, transparent and accountable to its membership.

 

3.    To  promote effective prevention, treatment, care and support for people who use drugs who are living with and affected by HIV, Hepatitis, TB and other relevant health issues

 

4.    To advocate for intermediate reforms to drug laws in order to reduce the criminalization and stigmatization of people who use drugs while striving in the longer term to an end to prohibition;

 

5.    To support and seed the development of self-determining networks of drug users that advocate for the health, citizenship and human rights of people who use drugs.

 

6.    To promote and advocate for harm reduction as a means of supporting safer drug use and reducing drug related harm among people who use  drugs.

 

7.    To build alliances with like-minded organizations and broader civil society to further the aims of INPUD.

 

4.           Powers

So far as authorised or permitted by the relevant law, and in order to carry out the objectives of the Organization, the Organization shall have the following powers:

(a)  to purchase, take on lease or in exchange, and to hire or otherwise acquire any real property or personal property providing such activities are accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(b)  to buy, sell and supply, and deal in, goods of all kinds solely for furthering the objectives of the Organization and providing such activities are in accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(c)  to construct, maintain and alter buildings or works providing such activities are in accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(d)  to accept any gift, whether subject to special trust or not providing the acceptance of such a gift is in accordance with conditions as set out in funding agreements and strictly adheres to our commitment to equity;

(e)  to take such steps from time to time as the Board or the Members at a general meeting may deem expedient for the purpose of procuring contributions to the funds of the Organization, whether by way of donations, grants, subscriptions or otherwise;

(f)   to print and publish such educational resources, publications, periodicals, books, reports or other documents as the Board or the Members at a general meeting may think desirable;

(g)  to raise money in such a manner and on such terms as the Board may think fit or may be approved by resolution passed at a general meeting and to secure the repayment of money so raised or the payment of a debt or liability of the Organization providing such activities are accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(h)  to invest any monies of the Organization in such a manner as the Board may from time to time determine providing such activities are in accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(i)    to make gifts, subscriptions or donations to any of the funds, authorities or institutions authorised under relevant legislation at any given time and providing such activities are in accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(j)    to employ such persons as the Board or the Members at a general meeting may deem desirable or expedient, providing  the employment of such persons are in accordance with conditions as set out in funding agreements or other legally binding agreements or contracts;

(k)  to enter into arrangements with any governments or authorities, national, provincial/ state, local or otherwise that may seem to the Board or to Members at a general meeting conducive to the objectives of the Organization;

(l)    to establish support, or aid in the establishment and support, of organizations, institutions, funds, trusts, schemes and conveniences calculated to benefit employees of the Organization and their dependents, and to make payment towards insurance in relation to any of those purposes;

(m)  to establish and support, or aid in the establishment and support, of any other association formed in support of the objectives of the Organization;

(n)  do all such other lawful things as are incidental or conducive to the attainment of the objectives of the Organization.

 

PART 2 – MEMBERSHIP –

5.      Membership Qualifications

(1)  The only members of INPUD are individuals. An individual member is a person admitted by the Board as a member. Individual members must meet the criteria for membership set out in the “Criteria for Individual Membership” form at Appendix 2 to these rules.

(2)  INPUD may include a category for group or organizational membership in the future once the organisation is fully established.

(3)  Under exceptional circumstances the INPUD membership may admit individuals to the non-membership, category of “Special Friends of INPUD”. Individuals admitted to this category must be willing to publicly support the aims of the organization. As they are not members however, they are not subject to the obligations and benefits of membership and are not bound by these rules. New “Special Friends of INPUD” can only be added by a vote of the majority of those present at an INPUD General Meeting.

6.      Application for Membership

(1)  An application for membership of the Organization:

(a)   must be made in writing on the “Application for Membership” and “Criteria for Membership” forms (set out in the appendices to these rules) and available on the INPUD website;

(b)   these forms must then be lodged with the Secretary of the Organization through the automated “Application for Membership” link on the INPUD website or by posting the application form to the INPUD Secretary at the postal address on the INPUD website.

 

(2)   As soon as practicable after receiving an application for membership, the Secretary must refer the application to the Board which is to determine whether to approve or to reject the application.

 

(3)   As soon as practicable after the Board makes that determination, the Secretary must:

(a)  notify the applicant, via email, that the Board approved or rejected the application (whichever is applicable), and;

(b)  if the Board rejected the application, the applicant must be informed in writing of the reasons why the application has been rejected.

(4)  Upon acceptance the Secretary must enter the applicant’s name in the Register of Members and, on the name being so entered, the applicant becomes a member of the Organization and will be provided with a letter welcoming them and outlining the obligations and benefits of membership including access to the INPUD Members Forums.

(5)  Access to the INPUD Members Forums (E-Lists) is contingent upon the member providing a secure email address that only the member can access.

 

7.   Appealing a Decision on Membership –

An applicant, who has had their application rejected in the first instance by the Board, can appeal that decision.

(1)  An applicant may appeal to the Organization against a membership decision within 28 days of notification that their membership has been rejected by lodging with the Secretary a written appeal.

(2)  On receipt of a written appeal from an applicant, the Secretary must notify the Board which will review the decision at the next meeting.

(3)  The Board will make a final decision on the issue under dispute.  The Board’s decision is final and will be binding on all parties concerned.

 

8.   Cessation of Membership –

(1)  A member will cease to be a member of the Organization and their name shall thereupon be removed from the Register of Members if the member:

(a)  resigns in accordance with Rule 10; or

(b)  is removed from the membership by a special meeting of the Board at which the member shall be given the opportunity to state why they should not be removed.

(2)  Members will cease to be members of INPUD if the organization is dissolved either in accordance with these rules or any relevant legislation.

9.   Membership Entitlements Not Transferable

A right, privilege or obligation which a member has through membership of the Organization:

(a)  is not capable of being transferred or transmitted to another individual; and

(b)  terminates on cessation of membership.

 

10. Resignation of Membership

(1)  A member of the Organization may resign that membership by giving to the Secretary written notice of 28 days of the member’s intention to resign and, on the expiration of the period of notice; the member ceases to be a member.

 

(2)  If a member of the Organization ceases to be a member under Part 2 and in every other case where a member ceases to hold membership, the Secretary must make an appropriate entry in the Register of Members recording the date on which the member ceased to be a member. Access to the INPUD Members Forums is also cancelled upon the expiry of membership.

 

11. Register of Members

(1)  The Secretary must establish and maintain a Register of Members of the Organization specifying the name and the postal and email addresses of each member together with the date on which they became a member of the Organization.

 

(2)  The Register of Members must be kept at the principal place of administration of the Organization and must be open for inspection, free of charge, by any member of the Organization at any reasonable hour.

 

12. Member’s Liabilities

(1)  Members of the Organization are not liable to contribute towards the payment of the debts and liabilities of the Organization or the costs, charges and expenses of the winding up of the Organization.

 

13. Resolution of Internal Disputes

(1)  The first step in resolving disputes between members and the Organization (between a member and INPUD) will be for one or more representatives of the INPUD Board and the member(s) concerned to discuss the reasons for the dispute and attempt to resolve them.

 

(2)  If a resolution cannot be reached following a meeting between the above concerned parties, a formal mediation process utilising an independent mediator with recognised conflict resolution expertise may be organised by the Organization.

 

(3)  At least 7 days before a mediation process is to commence, the parties concerned are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.

 

(4)  In the event that a resolution cannot be reached through a formal mediation process, the Board will make a final decision on the issues under dispute. The Board’s decisions will be final and binding on all parties concerned.

 

(5)  Depending on the nature and circumstances of the dispute, the above conflict resolution and mediation process can be conducted in person, online, by phone, using Skype, in writing or by any other reasonable method taking into account the international nature and limited resources of the Organization.

 

14. Disciplining of Members

(1)  The actions under this rule apply to all members.

 

(2)  A complaint can be made to the Board by any person or organization that a member:

a)    has persistently refused or neglected to comply with a provision or provisions of these rules; or

b)    has persistently and wilfully acted in a manner prejudicial to the interests of the Organization.

(3)  On receiving such a complaint, the Board:

a)    must cause a notice of the complaint to be served on the member concerned; and

b)    must give the member at least 7 days from the time the notice is served within which to make submissions to the Board in connection with the complaint; and

c)    must take into consideration any submissions made by the member in connection with the complaint; and

 

d)    make a decision on whether the member should be suspended or expelled.

 

(4)  If the member is suspended or expelled, the Secretary must, within 7 days after the action is taken, cause a written notice to be emailed or posted to the member of the action taken, of the reasons given for having taken that action and of their right to appeal under rule 15.

 

(5)  The removal or suspension does not take effect until the expiration of the period within which the member is entitled to appeal against the resolution concerned.

 

(6)  During the investigation and/or appeal period the Board may suspend the member’s access to the INPUD Member Forums.

 

15. Right of Appeal of a Disciplined Member

(1)  A member may appeal to the Organization against a resolution under rule 14, within 7 days of the notice of the resolution being served on the member, by lodging with the Secretary a notice to that effect.

 

(2)  The notice should be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

 

(3)  On receipt of a notice from a member under clause (1), the Secretary must notify the Board which is to convene a special meeting of the Board to be held within 28 days of the Secretary receiving the notice.

 

(4)  At the special meeting of the Board convened under clause (3):

(a)  no business other than the question of the appeal is to be transacted, and

(b)  the member must be given the opportunity to state their case verbally or in writing, or both, and

(c)  the Board Members present are to vote on whether the decision should be confirmed or revoked.

 

(5)  The Board’s decisions will be final and binding on all parties concerned.

 

PART 3 – THE BOARD –

16.    Powers of the Board

(1) The Board is to be called the INPUD Board and the members are the guardians of the Organization. The Board:

(a)  is to control and manage the affairs of the Organization;

(b)  may exercise all such functions as may be exercised by the Organization, other than those functions that are required by these rules to be exercised by a general meeting of the members of the Organization; and

(c)  has the power to perform all such acts and do such things as appear to the Board to be necessary or desirable for the proper management of the affairs of the Organization.

 

(2)The Board Members will:

(a) act honestly and in good faith in the best interest of the Organization; and

(b) exercise care, diligence and skill of a reasonable and prudent person in exercising power and performing functions as a Board Member.

 

17. Constitution and Membership

(1)  The Board is to be drawn from the members of the Organization each of whom is to be elected at an Annual General Meeting of the Organization under rule 18.

 

(2)  Employees and consultants of the organization are not eligible to stand for or be elected to the INPUD Board positions.

(3)  The Board of the Organization will consist of seven (7) members which will be made up of the following office bearers and ordinary members

(a)  Chair;

(b)  Vice-Chair;

(c)  Treasurer;

(d)  Secretary; and

(e)  Three (3)  Ordinary Members

 

 

 

(4)  The officer bearer positions of the Board will be elected by the INPUD Board at their first full meeting once all members have been confirmed.  The first full meeting of the Board must be held within one month of the general meeting of the membership which elected the new Board.

(5)  INPUD’s Executive Director and a staff representative (if applicable) will attend the Board meetings in an ex-officio capacity.

 

(6)  Each member of the Board will, subject to these rules, hold office for a two-year term.

 

(7)  Each year, four (4) Board Members will stand down and new Board Members will be elected to those vacant positions.

 

(8)  In the event of a casual vacancy occurring on the Board, the Board can co-opt a replacement from the membership to serve until the next general meeting of the membership. 

18.    Election of Board & Working Group Members

(1)  Nominations of candidates for election as Board Members of the Organization:

(a)  must be made in writing on the “Nomination for Board” form set out in Appendix 3 and the “Statement of Qualifications and Experience for Nomination to the INPUD Board” at Appendix 4;

(b)  any individual INPUD member can nominate for a Board Member position; and

(c)  must deliver their completed nomination form and statement of experience to the Secretary of the Organization prior to the date fixed for the holding of the annual general meeting at which the election is to take place.

 

(2)  If insufficient nominations are received to fill all vacancies on the Board, further nominations will be called for at the annual general meeting.

 

(3)  If insufficient further nominations are received, any vacant positions remaining on the Board are taken to be casual vacancies and will be filled in the manner prescribed in rule 17(8).

(4)  All nomination forms and statements of experience received by the Secretary will be circulated to the membership prior to the election.

(5)  The ballot for the election of the Board is to be conducted at the annual general meeting in accordance with rule 36(2) and in all other respects in such usual and proper manner as the Board may direct.

(6)  If the annual general meeting is a virtual or online meeting, arrangements will be made for all nominees to provide their written statements of experience to all members prior to the election of Board Members.

(7)  All members are eligible to vote at the annual general meeting in the ballot for the election of Board Members.

(8)  Members are only eligible for re-election for a maximum of four consecutive terms as Board Members.

 

19.    Secretary

(1)  The Secretary of the Organization must as soon as practicable after being appointed as Secretary, lodge notice with the Organization of his/her postal and email addresses.

 

(2)  It is the duty of the Secretary to ensure that:

(a)  the names of members of the Board present at Board meetings and the names of all members present at general meetings are minuted;

(b)  all proceedings at Board meetings and general meetings are minuted; and

(c)  a register of members is maintained in accordance with rule 11.

(3)  Minutes of proceedings at meetings must be approved by the Board and then circulated as soon as the final minutes are available to the membership through uploading to the INPUD Members Forums.

20.    Treasurer

(1)  It is the duty of the Treasurer of the Organization to ensure:

(a)  that all money due to the Organization is collected and received and that all payments authorised by the Organization are made; and

(b)  that correct books and accounts are kept showing the financial affairs of the Organization, including full details of all receipts and expenditure connected with the activities of the Organization.

 

21.    Casual Vacancies

(1)  For the purposes of these rules, a casual vacancy in the office of a Board member occurs if the Board member:

(a)  dies; or

(b)  ceases to be a member; or

(c)  resigns office by notice in writing to the Secretary; or

(d)  is removed from office under rule 22; or

(e)  is absent without the consent of the Board from two (2) consecutive scheduled meetings of the Board.

 

22.    Removal of Board Member

(1)  The INPUD Board can remove any member of the Board from the office they hold before the expiration of their term of office for reasons outlined in rule 14(2) of these rules by a unanimous decision of the Committee. They may appoint another person to hold office until the next annual general meeting according to the process outlined in rule 17(8).

 

(2)  A member of the Board to whom the decision referred to in clause (1) relates can appeal the decision to remove them in writing to the Secretary or Chair. The appeal must be circulated to all Board members within 7 days of receipt and be discussed at a Board meeting within 28 days. The member must be given the opportunity to attend and defend the claims against them at the Board meeting where the appeal will be discussed. The member must also be provided with at least 14 days notice of such a meeting. The decision of the Board in relation to the appeal will be final and binding on all parties.

 

23.    Meetings and Quorum

(1)  The Board must meet at least 7 times in each period of 12 months at such place and time as the Board may determine. Additional meetings of the Board may be convened by the Chair or by request from at least three other Board members.

 

(2)  The international nature of the Organization will mean that meetings of the Board may consist of deliberations by teleconference, email, Skype, and other communications technology as appropriate including the INPUD Board Discussion Forum.

 

(3)  Oral or written notice of the meeting of the Board must be given by the Secretary or their proxy to each member of the Board at least 7 days (or such other period as may be agreed upon by members of the Board) before the time appointed for the holding of the meeting.

 

(4)  Notice of a meeting given under clause (3) must also contain an agenda outlining the business to be transacted at the meeting.

 

(5)  Four (4) of the seven (7) Board members must be present to constitute quorum. If the number of Board members is increased/decreased quorum would normally be 50 percent of the Board plus one. Quorum has to be reached for the transaction of the business of a meeting of the Board.

 

(6)  If, within half and hour of the time appointed for the meeting, a quorum is not present, the meeting can still proceed providing at least three (3) Board Members are present but all decisions must be ratified via email by at least one (1) additional Board Member within 7 days of the meeting. Such recommended decisions do not become binding decisions until the above ratification is received.

 

(7)  If there are less than three (3) Board Members present the meeting is to stand adjourned to an agreed upon time and place.

 

(8)  At a meeting of the Board:

(a)  the Chair, or in the Chair’s absence the Vice-Chair is to preside; or

(b)  if the Chair and Vice-Chair are absent, such one of the remaining members of the Board as may be chosen by the members present at the meeting is to preside.

 

(9)  Board Members are not entitled to nominate a proxy for any meeting of the Board.

 

24.    Delegation by Board to Working Groups:

 

(1)  INPUD has a standing structure of Working Groups.

(2)  The Board may delegate to one or more Working Groups the exercise of such of the functions of the Board as are specified in writing to the Working Group, other than:

(a)  this power of delegation; and

(b)  a function which is a duty imposed on the Board by law.

 

(3)  A Working Group may exercise its function, meet and adjourn, as it thinks proper in accordance with the terms of its delegation from the Board.

 

(4)  The Board may, either verbally or in writing, revoke wholly or in part the delegated function of the Working Group at any time.

 

(5)  Working Groups may be time limited or ongoing.

 

(6)  Working Groups will always include a Board Member. The membership of the Working Groups will be set by the Board as appropriate for each group.

 

(7)  The Board will agree Terms of Reference for the Working Groups and will establish a reporting structure for each Working Group as appropriate depending on their role and purpose.

 

25.    Voting and Decisions

(1)  The preferred method of decision making for Board meetings and Working Group meetings will be consensus.

 

(2)  The process in Board and Working Group meetings is to allow continued discussion and knowledge sharing to support the development of consensus. Where a decision continues to provoke dissent then providing additional time for discussion may be useful. However, where a decision is needed within a certain time frame, then a vote can be called for by any Board or Working Group Member.

 

(3)  At the end of a discussion, the chair will seek to capture the consensus for the record. All members present at the meeting are assumed to be in assent unless someone calls for a vote.

 

(4)  If a majority vote method of decision making is used at a meeting, every member of the Board or Working Group with voting rights is entitled to one vote. In the event of an equality of votes on any question, then the motion will be taken to be defeated.

 

(5)  Defeated motions can be represented for consideration at a later Board or Working Group meeting following further discussion and consideration of the issue(s).

 

(6)  Subject to quorum being present, the Board may act despite any vacancies on the Board.

 

26.    The Executive

(1) The Chair, Vice-Chair and Treasurer will form an Executive of the Board. This group will have a particular remit to oversee the performance of the staff/associate consultants;

 

(2) The Executive and the Executive Director may teleconference or communicate virtually between Board Teleconferences to address issues relating to the performance or management of staff /associate consultants.

 

27.    Emergency Resolutions of the Board

(1)  Where in the opinion of the Chair or two other Board Members, an emergency resolution of the Board is required on any matter and it is deemed impossible to convene a meeting of the Board due to time or other constraints, the resolution of the Board may be sought by email, e-voting, telephone, fax or post in accordance with the following:

(a)  Preference is given to forwarding the proposal to each Board member in writing via email (including ‘send’ and ‘read’ receipts) and only where email is not available via fax or post depending on the available timeframe.

(b)  Votes on the proposal should be returned to the Secretary or in accordance with the e-voting system.

(c)  Board members must be given a clear response timeframe (as a rule, 5 business days for email, e-voting and fax and 10 business days for international post) and if their response has not been received by that deadline, they shall be deemed to have abstained from voting.

(d)  If an emergency resolution is sought by telephone the following procedure shall apply:

-          the Secretary or Chair shall seek to make contact by telephone with each Board member;

-          the Secretary or Chair shall read the proposal verbatim to each Board member and shall receive their decision by telephone either immediately or by return call;

-          any Board member so contacted who has not registered their decision within 24 hours of the time of contact will be deemed to have abstained from voting;

-          if the Secretary or Chair is unable to contact any of the Board members by telephone, one of the above written methods of communication must be used and the timeframe extended accordingly;

-          the Secretary or Chair shall tally the votes and that shall become the decision of the Board;

-          for a decision to be made, at least four (4) Board members must cast a vote;

-          the Secretary or Chair shall write a report of the process and the outcome and present this report to be recorded in the minutes of the next formal Board meeting;

-          if the Secretary is absent or otherwise unable to perform the duties required under this rule, another Board member shall perform those duties in his or her place.

 

 

PART 4 – GENERAL MEETINGS –

 

27.    Annual General meetings – Holding of

(1)  At this stage of INPUD’s development, the Organization will aim to convene an annual general meeting of the Organization alongside the International Conference on the Reduction of Drug Related Harm each year;

 

(2)  By January 2011 arrangements will be secured for incorporating a virtual/online voting procedure into INPUD General Meetings. This will help to avoid the in-built bias towards the region hosting the International Conference on the Reduction of Drug Related Harm and allow the full INPUD membership to participate in voting at General Meetings of the organisation.

 

 

28.    Annual General Meetings – Calling of and Business at

(1)  Taking into account the general terms specified in rule 27(1) and (2) above, the annual general meeting is to be convened on such a date and at such a place and time as the Board thinks fit.

 

(2)  In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting must include the following:

(a)  to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;

(b)  to receive from the Board reports on the activities of the Organization during the last preceding financial year;

(c)  to the elect Board Members of the Organization to those Board positions that will become vacant at each Annual General Meeting;

(d)  to receive and consider the financial reports in a form and manner required for proper transparency and accountability;

(e)  to appoint an auditor if required by funding agreements and/or relevant applicable law; and

(f)   to conduct other business identified by the Board as necessary.

 

(3)  The notice convening the meeting must specified that it is an “Annual General Meeting”.

 

29.    Special General meetings – Calling of

(1)  The Board may, whenever it thinks fit, convene a special general meeting of the Organization.

 

(2)  The Board must, on the requisition in writing of at least one-third of the total number of members, convene a special general meeting of the Organization. Given the international and under-resourced nature of the Organization, this meeting would be a virtual special general meeting held in a manner consistent with the “INPUD Virtual/Online Meeting Procedure”.

 

(3)  A requisition of members for a virtual special general meeting:

(a)  must state the purposes or purpose of the meeting, and

(b)  must be signed by the members making the requisition, and

(c)  must be lodged with the Secretary.

 

(4)  If the Board fails to convene a virtual special general meeting to be held within 60 days after that date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a virtual special general meeting to be held not later than three (3) months after that date.

 

(5)  A virtual special general meeting convened by a member or members as referred to in clause (4) must be convened in a manner that is consistent with the “INPUD Virtual/Online Meeting Procedure” and any member who consequently incurs expenses is entitled to be reimbursed by the Organization for any reasonable expense so incurred.

 

30.    Notice

(1)  Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Organization, the Secretary must, at least 28 days before the date fixed for the holding of the general meeting, send a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting in accordance with clause (3) below.

 

(2)  If the nature of the business proposed requires a special resolution of the Organization, the Secretary must, at least 42 days before the date fixed for the holding of the general meeting, send a notice to each member specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution in accordance with clause (3) below.

 

(3)  At this stage of the Organization development, meeting notices will be sent to members who provide a working email address only. The Organization does not have the resources to cover postal charges for members without email access.

 

(4)  No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of annual general meeting business which must be transacted as required under rule 28.

 

(5)  A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

 

(6)  The genuine accidental omission to give notice of a meeting to, or the non-receipt of a notice by any of the members entitled to received notice, does not invalidate any of the proceedings or decisions made with quorum at that meeting.

 

31.    Procedure

(1)  No item of business, other than the election of Chair and the adjournment or termination of the meeting, shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

 

(2)  A quorum is 50 registered members voting either in person or through the virtual online voting system.

 

(3)  If within an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting can proceed providing there is a minimum of five (5) members present in person or online for a virtual meeting and all decisions will remain recommended decisions until they have been ratified via email by a further 25 members. This ratification must occur within 10 days of the meeting or the decisions are invalidated and a new general meeting will need to be called. This new meeting can be a virtual meeting.

 

32.    Presiding Member

(1) The Chair, or in the Chair’s absence the Vice-Chair is to preside as chairperson at each general meeting of the Organization.

 

(2)  If the Chair and Vice-Chair are absent, such one of the remaining members of the Board as may be chosen by the members present at the meeting is to preside as chairperson. If none of the remaining Board members are willing to act as chairperson, the members present shall choose one of their numbers to be chairperson.

 

33.    Adjournment

(1)  The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

 

(2)  If a general meeting is adjourned for 14 days or more, the Secretary must send a new email notice of the adjourned meeting to each member in accordance with rule 30 (3) stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

 

(3)  Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

 

34.    Making of Decisions

(1)  A question arising at a general meeting of the Organization, other than the election of Board Members, is to be determined by a show of hands for those attending the meeting in person and by the established INPUD online voting system for those voting online.

 

(2)  In the case of the annual election of Board Members a secret ballot will be conducted both among those members present in person and for those voting online. The ballot among the members present in person will be overseen by an elected Returning Officer. The Returning Officer should be appointed by a show of hands and cannot be a nominee or eligible to vote in the elections for Board Members. The ballot conducted online will be overseen according to the “INPUD Virtual/Online Meeting Procedure”.

 

35.    Special Resolution

A resolution of the Organization is a special resolution if it is passed by a majority of members making up a quorum at the general meeting of which at least 42 days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules.

36.    Voting

(1)   On any question arising at a general meeting of the Organization each individual member has one vote only.

(2)   All votes must be given in person, online or by proxy. Voting by proxy must be in accordance with rule 38.

(3)   In the case of an equality of votes on a question at a general meeting, the motion will be taken to be defeated.

37.    Regional Networks

(1)  Recognising the existence of some regional drug user networks, INPUD is committed to further developing a devolved regional structure of self-determining drug user networks and organisations at a regional level. Once established INPUD will then encourage local drug users to be involved in the development of capacity building and advocacy initiatives within their local regions.

38.    Appointment of Proxy

(1)   Each member is to be entitled to appoint another member as proxy by notice given to the Secretary before the commencement of the meeting in respect of which the proxy is appointed.

 

(2)   The notice appointing the proxy is to be in the “Appointment of Proxy” form as set out in Appendix 4.

 

(3)   No member can hold more than two (2) proxies at any one time.

 

PART 5 – MISCELLANEOUS

39.    Insurance

(1)  The Organization must effect and maintain insurance as required by law.

(2)  In addition to the insurance required under clause (1), the Organization may effect and maintain other insurance.

 

40.    Funds - Source

(1)  The funds of the Organization are to be derived from grants, donations, sale of goods and services and subject to any resolution passed by the Organization in general meeting or such other sources as the Board determines.

 

(2)  All monies received by the Organization must be deposited as soon as practicable and without deduction to the credit of the Organization’s bank account or to an account of an authorized legal entity approved to manage funding on the Organization’s behalf.

 

(3)  The Organization must, as soon as practicable after receiving any money, issue an appropriate receipt.

 

(4)  Funding applications and other funding sources for INPUD activities and programs shall be approved by the Board prior to their submission, negotiation and/or formal acceptance.

 

(5)  Funding priorities for the next financial year will be considered by the membership at the annual general meeting each year and recommendations forwarded to the INPUD Board for consideration and possible research and development.

 

41.    Funds - Management

(1)  Subject to any resolution passed by the Organization in general meeting, the funds of the Organization are to be used in pursuance of the objectives of the Organization in such manner as the Board determines.

 

(2)  All payments must be processed and authorized in accordance with the INPUD Financial Procedure.

 

(3)  The purchase or sale of any assets for INPUD must be approved by the Board prior to purchase/sale.

 

(4)  An assets register in the form and manner required under law will be properly maintained by or on behalf of the Organization.

 

(5)  The Board Members shall, on behalf of the organization, file or cause to be filed all activity, financial and other reports as required by funding agreements and any relevant legislation and/or regulations.

 

42. Conflict of Interest

Board Members, employees or currently engaged consultants who are directly or indirectly interested in a proposed contract or transaction of the Organization shall disclose promptly and fully the nature and extent of her/his interest to each member of the Board and otherwise comply with the law. They will also be excluded from the decision making process.

 

43.    Alteration to Objectives and Rules

The statement of objectives and these rules may be altered, rescinded or added to only by special resolution of the Organization.

 

44.    Custody of Books

Except as otherwise provided by these rules, the Secretary or their nominee must ensure all records, books and other documents relating to the Organization are kept at the principle place of administration of the Organization.

 

 

45.    Inspection of Books

The financial accounts of the Organization must be open to inspection, free of charge, by the members of the Organization. Given the international and under-resourced nature of the Organization however, a request to inspect the books of the Organization must be provided with reasonable notice to the Board of no less than 7 days. The annual audited financial statements and annual report will also be posted on the INPUD Members Forums within one month of the statements being made available to the INPUD Board.

 

46.    Service of Notices

(1)  For the purposes of these rules, a notice may be served on or given to a person:

(a)  by sending it by email or facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving of notices; or

(b)  by sending it by pre-paid post to the address of the person; or

(c)  by delivering it to the person by hand.

 

(2)  For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:

(a)  in the case of a notice sent by email, facsimile transmission or some other form of electronic transmission, on the date it was sent to the most recent email address or fax number of the sender, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date; and

(b)  in the case of a notice sent by pre-paid post, on the tenth day following that on which the notice was posted, and in proving that notice has been given it is sufficient to prove that the notice was properly addressed and put in a post office receptacle; and

(c)  in the case of a notice given or served by hand, on the date on which it is received by the addressee.

 

47.    Auditor

1) The Board shall appoint a registered Auditor of the Organization who will be an outside party with no conflict of interest, membership or relationship with any member of the Organisation who shall hold that position until the end of the financial year following his/her appointment, unless sooner replaced. The Auditor may be reappointed for the next fiscal period.

 

2) If the funding of the Organization is being auspiced or managed by another legal entity then the Organization will be bound to use the appointed Auditor of that entity.

 

48.    Winding Up

(1)  The Organization may be wound up as provided for by the relevant law.

 

(2)  In the event of the Organization being wound up, its assets, after outstanding liabilities have been met (including the costs of winding up) shall be distributed to groups and organisations designated by resolution of a general meeting and which are:

(a)  Formed for the purposes identical or similar to one or all of the purposes of INPUD; and

(b)  of the same not for profit status.

Appendix 1

 

APPLICATION FOR INPUD INDIVIDUAL MEMBERSHIP

 

 

Name: …………………………………………………………………………...

 

Postal Address: ………………………………………………………………..

 

………………………………………………………………………………………

 

Post/Zip Code: ...............................................................................................

 

Country: ........................................................................................................

Phone: …………………………………

 

Fax: …………………………………….

 

Email: …………………………………..

 

 

The individual named above hereby applies to become a member of the International Network of People Who use Drugs (INPUD). In the event of my admission as a member, I agree to be bound by the rules of the Organization for the time being in force and to commit to the achievement of the organisational objectives.

 

………………………………………………                      ................................................................      

Signature                                                         Print Name

 

 

………………………………………….

Date

 

 

Note: Prior to submission of membership application, please ensure that Appendix 2 –

Criteria for Membership has been completed and attached to this application.

 

Submit:         This needs to be set up with an electronic “submit” button via the INPUD website.

 

 

Approved/Rejected:  ………………………………………………………………..

 

                                               Chair                                     Date

 

Appendix 2

 

CRTIERIA FOR INPUD INDIVIDUAL MEMBERSHIP

 

 

………………………………………………………………………………………………

Name of individual seeking membership

 

In applying for membership, address each criterion outlined below by answering “yes” or “no” as relevant to the criteria and by providing a brief statement on how you meet criteria 2 and 3. Please note your application may be rejected if the criteria are not fully addressed.

 

Membership Criteria:

 

 

q  You self-identify as a person who uses drugs.

 

q  You support the Vancouver Declaration.

 

q  You are prepared to support INPUD’s organisational aims and objectives and abide by the rules of the organization.

 

q  Please provide the name and contact details of a current INPUD member or, if you don’t know a current INPUD member, another person who can verify the information you have provided above:

 

o   Name: ................................................................................................

 

o   Email: ................................................................................................

 

o   Phone: ...............................................................................................

 

o   Is this person a current INPUD member?         YES               NO

 

o   If no, state your relationship with this person: ...................................

 

 

 

 

Submit:         This needs to be set up with an electronic “submit” button via the INPUD website.

 

 

 

Appendix 3

 

NOMINATION FOR INPUD BOARD

 

Name: ……………………………………………………………………………..

 

Address: ………………………………………………………………………….

 

………………………………………………………………………………………

 

Phone: …………………………………

 

Fax: …………………………………….

 

Email: …………………………………..

 

I hereby nominate for the position of ………………………………………………… of the Board for the International Network of People Who Use Drugs (INPUD).

 

 

 

………………………………………………            ………………………....................

Signature of nominee                                                              Name of Nominee

 

 

       …………………………

            Date

 

 

Note: For further information about nominating for the Board see Part 3 – The Board of the rules of the Organization.

 

 

Appendix 4

 

STATEMENT OF QUALIFICATIONS, EXPERIENCE FOR NOMINATION TO THE INPUD BOARD

 

Name: ……………………………………………………………………………..

 

 

INPUD Board Position nominating for: .....................................................

 

Please provide a statement of your relevant qualifications, experience to be considered for an INPUD Board position:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix 5

 

APPOINTMENT OF PROXY

 

 

Name: ……………………………………………………………………………..

 

Address: ………………………………………………………………………….

 

………………………………………………………………………………………

 

Phone: …………………………………

 

Fax: …………………………………….

 

Email: …………………………………..

 

 

I hereby appoint ………………………………………………………………………….

                                               full name of proxy

 

 

being a member of INPUD as my proxy to vote on my behalf at the general meeting of the Organization (annual general meeting or special general meeting as the case may be) to be

 

held on the ………day of………………….and at any adjournment of that meeting.       

                                               (month and year)

 

 

 

………………………………………………………        …………………………

Signature of member appointing proxy                                    Date

 

 

Note: A proxy vote may not be given to a person who is not a member INPUD

 

 

 

 

 

 

 

 

Appendix 6

 

ROLE OF BOARD MEMBERS

Chair:

 

- Make sure that the Secretary of the Organization provides proper notice of meetings and that the INPUD Board meets as specified in the INPUD Constitution.

 

- Attend and chair all INPUD Board meetings - ensure that decisions are properly understood and recorded.

 

- Make sure that the Secretary provides an agenda for each INPUD Board meeting.

 

- Make sure that constitutional rules are followed (quorums, the AGM is held, etc.)

 

- Make sure that legal responsibilities of the Organization are met.

 

- Be a spokesperson for the INPUD Board and the Organization as required.

 

- Communicate and consult with the INPUD membership.

 

- Attend international, regional and other relevant events as required.

 

- Take part in INPUD Working Groups as required.

 

- Provide input into INPUD policy and other documents, educational resources and concepts, as required.

 

- Be committed to and uphold the objectives and goals of the Organization.

 

Vice-Chair:

 

- Attend all INPUD Board meetings as required.

 

- Stand in for the Chair in their absence.

 

- Take on roles and responsibilities as delegated by the Chair.

 

- Support the Chair in their role as required.

 

- Communicate and consult with the INPUD membership.

 

- Attend international, regional and other relevant events as required.

 

- Take part in INPUD Working Groups as required.

 

- Provide input into INPUD policy and other documents, educational resources and concepts, as required.

 

- Be committed to and uphold the objectives and goals of the organisation.

 

Treasurer:

 

- Attend all INPUD Board meetings as required.

 

- Ensure that adequate financial management systems are in place for the Organization.

 

- Ensure regular financial reports are prepared and presented to the INPUD Board.

 

- Ensure INPUD expenditure is in line with projected and actual budgets.

 

- Ensure that financial records are appropriately audited at the end of each financial year and that adequate financial reports are produced as required by the Constitution.

 

- Communicate and consult with the INPUD membership.

 

- Attend international, regional and other relevant events as required.

 

- Take part in INPUD Working Groups as required.

 

- Provide input into INPUD policy and other documents, educational resources and concepts, as required.

 

- Attend events and activities on behalf of INPUD as required.

 

- Be committed to and uphold the objectives and goals of the organisation.

 

Secretary:

 

- Attend all INPUD Board meetings as required.

 

- Develop the agendas for INPUD Board meetings in consultation with the Chair and other Board members.

 

- Take the minutes at each INPUD Board meeting and make sure they are approved and disseminated to the membership appropriately.

 

- Ensure that INPUD Board correspondence is processed.

 

- Ensure that a Register of Members is kept and appropriately maintained in accordance with the INPUD Constitution.

 

- Communicate and consult with the INPUD members.

 

- Attend international, regional and other relevant events as required.

 

- Take part in internal INPUD Working Groups as required.

 

- Participate in external Committees, working groups, steering and advisory Committees, as required.

 

 - Provide input into INPUD policy and other documents, educational resources and concepts, as required.

 

- Be committed to and uphold the objectives and goals of the Organization.

 

General Member Positions:

 

- Attend all INPUD Board meetings as required.

 

- Liaise with INPUD members as required on specific issues.

 

- Represent issues of significance for people who use drugs.

 

- Communicate and consult with the INPUD membership on a regular basis.

 

- Act as a link between the INPUD membership and the INPUD Board.

 

- Take part in internal INPUD Working Groups as required.

 

- Participate in external Committees, working groups, steering and advisory Committees, as required.

 

- Attend international, regional and other relevant events as required.

 

 - Provide input into INPUD policy and other documents, educational resources and concepts, as required.

 

- Be committed to and uphold the objectives and goals of the Organization.