The WOO Bylaws

The Bylaws of World Out of Home Organization

The WOO Bylaws

The WOO Bylaws

1: Name and Seat

The name of the federation shall be:

World Out of Home Organization

and shall be known generally by the statutory abbreviation WOO.

WOO shall be constituted as an association in accordance with the provisions of Article 60 et seq. of the Swiss Code of Civil Law.

The seat of WOO is in Zurich (Switzerland).

2: Objectives

1. To promote and grow the Out of Home (OOH) Advertising medium as well as to protect and defend the collective interests of our members, member companies and associations.

2. To promote the harmonisation and standardisation of research methods globally in order to encourage a convergence of OOH research methodology globally.

3. To promote a higher creative standard within the OOH Advertising medium.

4. To improve the way the medium is used locally, regionally, nationally and globally.

5. To promote the regional and national harmonisation of laws and regulations relating to OOH advertising, and to lobby against excessive regulation.

6. To promote good relations among the members and with all other organisations concerned with outdoor advertising in any way. WOO does not undertake any activities of a profit-making nature.

7. To promote, through Global Data Collection and Curation the acquiring of knowledge relating to the industry of OOH advertising.

8. To establish WOO as the International OOH Association, and to develop Membership.

9. To promote and develop WOO’s Image, profile and credibility.

10. To promote and encourage sustainability through the use of „green” materials and eco systems within the OOH industry.

3: Membership

3.1: Membership Categories

Membership shall comprise of the following categories:

1. Full Membership: with voting rights:

a) Any national or international OOH association;

b) Any OOH Media Owner.

2. Associate Membership: without voting rights:

Any company involved or associated with OOH advertising, OOH Media Agencies, service providers, landlords, government or municipal institutions.

3. Honorary Membership: without voting rights:

Individuals who have rendered outstanding services to WOO or to OOH.

3.2: Beginning and End of Membership

An application for WOO membership shall require ratification by the General Assembly. The Board or the General Assembly may refuse an application without having to give any reason for such a refusal.

The membership year is commencing on January 1st and ending on December 31st in each year.

Any member may resign by giving 6 months’ notice in writing to the President or the General Secretariat; the resignation shall take effect at the end of the calendar year.

3.3: Termination

The General Assembly may terminate the membership of any member who no longer fulfils the necessary conditions required for membership.

Additionally, the General Assembly can terminate the membership of a member if he has committed a breach of these statutes or if his behaviour is considered to be prejudicial to the interests of WOO, provided that the member has been given adequate notice in writing of the date of the General Assembly to which he is invited and at which he may make representations.

Where continuation of the membership becomes unconscionable to WOO for good cause, the board may resolve to terminate the membership giving a written notice at any time. The resolution shall require a majority of not less than two thirds of all votes at the board meeting at which the resolution is proposed.

3.4: Temporary Members: without voting rights

Professionals from the OOH Industry who support the objectives of WOO and who wish to attend the Annual Congress must apply for a temporary membership for the duration of the Annual Congress. By exception, the General Secretariat is competent to approve such application.

Any member ceasing for any reason to be a member shall be responsible for his share of the expenses incurred by WOO up to the date when membership has terminated. Such a member shall have no claims to the assets of WOO.

4: Constituent Parts

The Constituent Parts of WOO are:

a. The General Assembly of the Members

b. The Board

c. The Committees (if constituted)

d. The Auditors

e. The General Secretariat.

5: General Assembly

5.1: Functions and Rights

The General Assembly is the supreme authority of WOO. It has the following powers:

1. To deal with all matters arising out of the objectives of WOO.

2. To decide on questions referred to it by the Board.

3. To decide on questions relating to membership.

4. To elect the members of the Board and the auditors.

5. To nominate honorary members.

6. To deploy additional committees for certain special questions and to elect all committee presidents.

7. To approve the accounts and the annual report of the Board for the previous year and to discharge any members of the Board from liability in respect of the excise of their duties.

8. To approve the budget for the following year and confirm the annual subscriptions.

9. To alter the statutes and to wind up the affairs of WOO.

5.2: Calling

A General Assembly shall be convened at least once a year. The President or the Executive Chairman/Director on behalf of the President shall call the meeting. The President shall chair the meeting. In addition, the President must convene a General Assembly meeting on the demand of not less than 20% of the voting members.

The General Assembly shall be called by way of written or email notice to all members, with exception of temporary member, eight weeks in advance. The agenda shall be dispatched not less than three weeks before the date of the General Assembly. Motions from members, including a reason for such, shall be sent in writing to the President not less than six weeks before the date of a meeting. Temporary members have no participation rights at the General Assembly.

5.3: Voting and Approval of Resolutions

The full members have the following voting rights:

  1. OOH Media Owner:
  • Global OOH Media Owner with offices on at least three continents and at least 20 countries have 5 votes.
  • International OOH Media Owner with offices in less than three continents but in several countries have 2 votes.
  • National OOH Media Owner have 1 vote.
  1. National and international OOH associations:
  • National and international OOH associations with not less than five member firms have 2 votes.
  • National and international OOH associations with less than five member firms have 1 vote.

Full members cannot exercise their voting rights

  • if they have given notice of their intention to leave (as required by the bylaws) will not retain their right to vote during their notice period; or
  • if they have not paid the membership fee in full.

Associate members shall not have the right to vote except on any resolutions which impose obligations on such members. In this case, each of these members has one vote.

The resolutions shall be passed if a majority of those votes cast is in favour to the extent that the bylaws do not provide otherwise. Abstaining and blank votes will not be considered in the calculation of the majority. The President shall not have a casting vote in cases of split decisions.

An ordinary member may appoint another ordinary member (i.e. excepting temporary members) as a proxy to vote. Such an appointment shall be in writing and shall state whether this proxy is of general validity for all resolutions at a particular General Assembly or whether this is limited to some specific items on the agenda. A permanent proxy shall not be allowed and shall be invalid.

6: Board of Directors

6.1: Composition

The Board shall comprise of the President, and up to eighteen vice-presidents, all of whom must be in the full time -employ of a recognised OOH. Media Owners or the head of a National or International OOH Association. If their employment status changes, they can serve a further year subject the agreement of the Board and the agreement of the employing company.

Each Board Member will serve a term of 3 years, beginning in the year they first joined the board and running from General Assembly to General Assembly (usually June). At the end of the 3 year period, each Board member is eligible to put themselves forward for re-election for a further 3 year term, to be considered by the nominations committee. This should be subject to the agreement of their company.


The President shall be excluded from the re-nomination process during their term as President.

The nominations committee will consist of the President and 3 other Board members (with a geographical spread) who are not eligible for re-nomination in the given year.

The nominations committee shall then convene in the period leading up to the General Assembly to consider the re-nomination of each relevant Board member.

New potential Board members can be suggested by any existing Board member and if the rest of the Board agree, the new member will be considered by the nominations committee for adoption, subject to ratification at the next General Assembly.

If a Board member does not attend 3 consecutive board meetings, their position as a board member will be reviewed by the President and the other Vice Presidents.

The President shall take the chair at all Board meetings. In their absence, the chair shall be taken by one of the Vice-Presidents.

The President shall be elected by a majority of the Board. There is no fixed term but this appointment should be reviewed by the Board on an Annual Basis.

6.2: Powers

Subject to the overall powers of the General Assembly, the Board shall have the following functions:

1. To implement the resolutions of the General Assembly.

2. To take such action as may be expedient within the objectives of WOO.

3. To approve the budget and to oversee the finances.

4. To determine the timing of committee reports.

5. To appoint the General Secretariat and to determine its duties and remuneration

6. To submit an annual report, the annual accounts, the budget for the following year and recommendations regarding subscriptions.

7. To examine and report on any matters referred to it by the General Assembly.

8. To temporarily fill any vacancies which occur in any positions until the next General Assembly.

The Board may appoint authorized agents and shall determine the scope of the signature rights.

6.3: Meetings and Resolutions

The President may convene a Board meeting as he or she considers appropriate. A meeting may also be called if two or more Board members desire this.

The Board should meet at least three times a year with one Board meeting held at the Annual Congress.

Each member of the Board shall have one vote. Resolutions shall be passed if a majority of votes cast is in favour of the resolution. Voting in writing is possible. The President shall not have a casting vote in the case of a split decision.

Honorary members may be invited by the President to a Board meeting, however they shall have no vote.

7: Committees

To fulfil the objectives of WOO, there can be any number of Standing Committees proposed by the Board and ratified by the General Assembly.

Each committee shall be chaired by a Vice-President of the Board or qualified individual who shall be proposed and agreed by the Board.

A committee meeting may be called by its chairperson or by two of its members.

Each committee member has one vote. Votes are carried by majority decision. The chairperson has no casting vote in the event of an equal number of votes being cast lf at least half of its members explicitly agree, a committee may also make decisions in written form without a meeting being held.

Each member of WOO may be represented by an observer at any committee meeting.

8: Auditors

The auditors, who must not be members of the Board, shall examine the annual accounts by means of receipts and other invoice documentation and shall submit a written report for submission to and approval by the General Assembly. The auditing functions may be given to a fiduciary company.

9: General Secretariat

The Executive Chairman/Director shall be appointed by a majority of the Board. The Executive Chairman/Director should be a member of the Board (Vice-president or President).

The Executive Chairman/Director shall be responsible for the General Secretariat. He or she is invited to all meetings of the Board.

The General Secretariat shall be responsible for the correct handling of the events of WOO. The General Secretariat supports the work of the Board and the committees.

The General Secretariat is responsible for writing the minutes in accordance with the respective President.

10: Finances and Contributions

The financial year shall be the calendar year commencing on commence on January 1st and end on December 31st in each year.

Expenditure shall be covered by the annual membership subscriptions, the amount of which shall be recommended by the Board and approved by the General Assembly.

Members attending the Annual Congress, are required to pay an increased annual membership subscription, the amount of which shall be fixed by the Board covering the expenditures for the services rendered by WOO during the Annual Congress.

Temporary Members are not required to pay the annual membership subscription but are required to pay a fixed membership contribution covering the expenditures and general overhead of WOO for the services rendered during the Annual Congress. Such fixed membership contribution shall be fixed by the Board.

All financial obligations on the part of members are accounted in Euros. WOO’s funds shall be used only for its own work in accordance with its statutory objectives. The funds shall not be used for the special protection of purely national interest.

11: Liability of Members

Members and Constituent Parts of WOO shall not incur any individual liability for obligations made by WOO.

WOO’s liabilities shall be limited to its own assets.

12: Alterations and Dissolution

A resolution to alter the Statutes or to dissolve WOO can only be considered by the General Assembly if notice of such a motion, including reasons, has been sent to all members at least two calendar months before the meeting. The resolution shall require a majority of not less than two thirds of all votes cast at the General Assembly at which the resolution is proposed.

In the event of dissolution, the assets of WOO shall, after all liabilities are discharged, be divided between all members in proportion to the subscriptions they have paid in the current year.

13: Languages

These Bylaws have been enacted in German with an English translation thereof. In case of controversy, the German text shall prevail.


Adopted by the General Assembly of the World Out of Home Organization in June 2020.


These statutes take effect as of June 2020 and replace all earlier versions.

  • Approved by the General Assembly on June 6th 2003 in Salzburg, Austria.
  • Modified by the General Assembly on June 20th 2008 in Athens, Greece.
  • Modified by the General Assembly on September 22nd 2011 in Milan, Italy
  • Modified by the General Assembly on June 15th 2012 in Milan, Italy
  • Modified by the General Assembly on June 9th 2017 in Stockholm, Sweden
  • Modified by the General Assembly on 6 June 2018 in Sorrento, Italy
  • Adopted by the General Assembly of the World Out of Home Organization in June 2020.