Constitution of the Network User's Forum
[membership][cessation][affiliation][general
meetings][special resolutions][AGMs][secretary][steering
committee][powers][payments][dissolution]
- The Network Users’ Forum (the Association) is an unregistered association of users of information and communication technologies, with interests in sharing information, on-line collaborations and building cooperative relationships.
- Its objects are to help its member organisations to improve the benefits they receive from exploiting the Internet and other digital communications technologies by:-
- helping members to share information with each other, to access information of use to them and to provide information about themselves, their services and their areas of work.
- raising the awareness of the potential of telematics to assist members achieve their goals, and enabling them to participate in shaping the use and development of these technologies.
- The Association may carry out any lawful activity which in the opinion of its members or of those they elect to act on its behalf will help it to achieve the above objectives.
- Membership of the Association is open to any person or organisation that uses the Internet in the pursuit of their business, educational, community or leisure goals, and which subscribes to the rules of the Association and the provisions of this constitution.
- individuals, including employees of organisations, may join as Individual Members
- organisations that provide any services related to the Internet, including online publishing of any material, may join as Corporate Members
- The first members of the Association shall be those people who accept an invitation to subscribe to this constitution.
- Subsequently organisations wishing to join shall apply in writing to the Steering Committee which shall decide whether or not to accept such applications. All applicants for Corporate Membership shall be required to formally sign the Code of Practice, which appears as an annex to this Constitution, on behalf of their organisation.
- Individual and Corporate Members agree to take full legal responsibility for all information distributed by them, their staff and volunteers through the Network Users’ Forum and in particular agree to the absolute prohibition of sexually, religiously or racially abusive material in such media.
- Individual and Corporate Members agree that the information that any Member originates and communicates via the Network Users’ Forum channels shall remain the property of that Member, while the Network Users’ Forum has the right to store, distribute and destroy such information without any payment or further permission in any form it sees fit so long as its origin is always recognised and its textual content is not altered.
- Corporate Members may nominate in writing up to three representatives who may act for the organisation in the dealings of the Associates. Such representatives must also act in accordance with the rules of the Association and in particular will take responsibility for keeping in confidence any passwords they may be given enabling them, on behalf of their organisations, to access and alter information about their organisation which may be held on computer.
- Individual and Corporate Members shall abide by the rules of the Association which shall be agreed from time to time in General Meeting.
- An individual or organisation shall cease to be a member if:-
- It resigns in writing.
- It or any of its staff or volunteers acting on its behalf are found by the Association in General Meeting or by any committee or sub committee established by the Association to have acted in serious breach of the Association’s rules or of this constitution including any and all annexes thereto.
- It is expelled by a Special Resolution of the Association.
- It ceases to exist or becomes insolvent.
- No person upon cessation of membership of the Association has any right to any share of the property of the Association save for any Monies owed for work carried out on behalf of the Association or loaned to it for any purpose, such Monies being payable by the Association thirty days after the cessation of membership.
- Subject to the provision of article 36 of this constitution, cessation of membership by one or more members shall not determine the association between the remaining members.
- Membership-based organisations from the private and public sectors may apply to the Steering Committee to affiliate to the Association, whereupon the Steering Committee shall judge such application according to criteria which it shall determine and make known.
- Affiliated organisations may, subject to the rules and constitution of the Association, participate in the activities of the Association but have no right to any vote in any of its deliberations.
- General Meetings shall normally be held quarterly and all members of the Association shall be notified of the date and time of the meeting at least one week in advance except in the case of the Annual General Meeting and of General Meetings where a Special Resolution is to be considered in which case notification of the meeting and the text of any Special Resolution to be considered shall be given in writing at least fourteen days prior to the date of the meeting.
- The purpose of an ordinary general meeting is to receive information about the running of the Association, to discuss issues raised by the Steering Committee or by Individual Members or Corporate Members and to form and develop the policies of the Association. Any Individual Member or Corporate Member wishing to propose any matter at a general meeting should give at least twenty days written notice to the Association giving details of their proposal. Such member will, when proposing such business at the general meeting, require two seconders.
- The Quorum for a General Meeting is six or fifty percent of the membership, whichever is the lesser.
- Decisions are taken by majority vote. In the event of any equality of votes the decision shall be deferred to another General Meeting to be held within one month. If at this next meeting there is still an equality of votes the Chairperson shall have and shall use a casting vote.
- Any resolution intended to change the constitution of the Association (including any and all annexes) or the membership of the Steering Committee between Annual General Meetings or to expel a member according to article 11(c) above shall be regarded as a Special Resolution.
- A Special Resolution must be supported by at least three quarters of those present who are entitled to vote.
- Within fifteen months of the adoption of this constitution and within each calendar year thereafter the Association shall hold an Annual General Meeting.
- The purpose of the Annual General Meeting will be to:-
- Approve the accounts of the Association.
- Elect a chairperson for the Association for the coming year.
- Elect a Steering Committee for the following twelve months.
- Elect from within the membership of the Steering Committee a person to act as a Secretary to the Association over the same period.
- The role of the Secretary is to:-
- keep an up to date register of the members of the Association,
- give due notice of meetings of the Association,
- ensure that a proper record of General Meetings and of all resolutions and Special resolutions put to such meetings is kept.
- The Steering Committee shall consist of the representatives of not less than three and not more than eight members of the Association who have been elected to the Committee by the membership in General Meeting, or who have been co-opted by the Committee in the period between elections.
- Unless they resign, are removed by Special Resolution or cease for whatever reason to be the representative of a member of the Association, members will serve on the Committee until the next Annual General Meeting.
- Members of the Steering Committee may at the end of their period of office stand for reelection.
- The Steering Committee is responsible for managing the affairs of the Association within any limit which may be set by the membership as a whole in General Meeting and for implementing the policies of the Association.
- The Steering Committee is in particular required to ensure that the finances of the Association are properly managed and that accurate records of all transactions entered into by the Association are maintained and available for inspection by any member. The Steering Committee shall ensure that all cheques issued by the Association are signed by at least two members out of whichever number of members it decides to authorise as signatories for cheques.
- Members of the Steering Committee may act as representatives of the Association where called upon to do so. Where a member of the Steering Committee holds a titled position within the Committee (for example: Chair, Treasurer) over a period of three months or more, this same title shall apply for all the Association’s dealings.
- Members of the Steering Committee who have paid reasonable attention to their duties shall not be liable for any loss to the property of the Association caused by any mistake or omission made in good faith.
- The Steering Committee shall take its decisions by consensus among those participating. Two thirds or three members of the Steering Committee, whichever is the lesser, shall participate in each decision. In the absence of consensus on any issue, the issue in question should be brought to the next General Meeting of the Association for discussion and decision.
- Members of the Association may in General Meeting authorise the Steering Committee or Individual or Corporate Members to spend money or make commitments on behalf of the Association within any limits the members wish to set.
- No member either singly or with others shall make any commitment on behalf of the Association or spend its money without such authorisation and if they do the members of the Association shall have the option of repudiating that commitment or expense and require the member or members to take responsibility for what they have done and to indemnify the Association against all liabilities arising from their actions.
- A Individual or Corporate member must pay any money he, she or it owes the Association by the due date unless he, she or it has made alternative arrangements with the Steering Committee.
- No Individual or Corporate member may receive any payment from the Association except as fees, wages, bonuses, pension contributions due to the Individual or Corporate member for work carried out for the Association or on its behalf or as repayment for any expenses incurred on such work or as repayment of loans made by Individual and Corporate Members to the Association.
- In the event that the number of members shall be less than two or if the members of the Association shall pass a Special Resolution to dissolve it then any assets of the Association which remain after all debts and liabilities of the Association have been settled may not be distributed to members but shall be distributed either to such common ownership enterprises with objects similar or compatible with those of the Association and which prohibit the distribution of income to their members at least as much as does the Association or to such charitable purposes as the remaining member or members shall agree.