AGM 2001

Annual General Meeting

 

The AGM of the Company of the Internet Society is to be held at University College London at 10am on Friday 10th August in Room 214, 2nd Floor Pearson Building.

 

All members of ISOC England in good standing are eligible to attend and vote. Prospective members and ISOC members and members of sister chapters are also welcome to attend as observers only.

Members who are unable to attend the AGM are requested to return all Proxy Forms in good time for the Secretary Richard Francis.

 

Directions

http://www.cs.ucl.ac.uk/directions.html

 

 

AGM Documents
Company Number 3779265

 

 

The Companies Act 1985

 

 

The Internet Society of England

 

 

 

AGM Notice and Agenda

 

 

NOTICE IS HEREBY GIVEN that the annual general meeting of the company will be held at University College London, Gower Street, London WC1E  6BT on Friday the 10th August 2001 at 10.30  o’clock for the following purposes:

 

1        To receive the report of the directors and the accounts for the year ended 31 May 2000

 

2        To alter the articles of association of the company by adding the following new articles 21A and 30A

21A The Directors can, but they do not have to, accept proxy forms which are delivered electronically or by other data transmission process subject to any limitations, restrictions or conditions that they decide. If so, then any requirement of these articles that the proxy form is in writing does not apply but the Directors can require such evidence as they think appropriate to show that the proxy appointment is effective

 

30A The Directors may resolve that any matter which these articles permit the Company to deal with by an ordinary resolution, and is not required by the Act to be dealt with by the Company in general meeting, may be determined by a ballot to be conducted by the Directors.  Any resolution declared by the directors to have been passed by a simple majority of the members of the Company who cast votes for or against the resolution in the ballot, has effect as if it were an ordinary resolution of the Company passed at a properly convened and properly conducted meeting.      

 

 

3                              To elect directors replacing the directors retiring at the

meeting.

 

 

 

 

 

 

 

 

4                              To transact any other ordinary business of the company.

 

 

BY ORDER OF THE BOARD

 

 

Richard Francis

Director and Company Secretary

 

 

Registered Office: 1 Westminster Way, Oxford OX2 0PZ

 

 

19 July 2001

 

Members who are individuals and are entitled to attend and vote at the meeting are entitled to appoint a proxy to attend and vote instead of them.

 

Instruments appointing a proxy will be sent by letter post to the members of the Company at their addresses recorded in the Register of members of the Company at 19 July 2001.

 

Completed and signed instruments appointing a proxy, must be returned to The Internet Society of England at 1 Westminster Way, Oxford OX2 0PZ, by 13.00 hours on Thursday 9 August 2001.  A proxy need not also be a member of the Company.

 

 

 

AGM Venue: www.ucl.ac.uk/UCL-Info/AboutUCL/whereweare.html

 

  •   • ISOC England AGM Nominations 2001
  • THE INTERNET SOCIETY OF ENGLAND
  • NOMINATIONS FOR ELECTION OF DIRECTORS
  • Members of The Internet Society of England are requested to submit their nominations for candidates for election to the board to the company secretary on behalf of the nominating committee of the English chapter of The Internet Society.
  • Nominations should be sent by letter post to 1 Westminster Way, Oxford OX2 0PZ or by cutting, pasting, completing and emailing the attached reply form by 13.00 on 27 July 2001.
  • The current directors who are retiring at the first annual general meeting of the company are:
  • Christian de Larrinaga          Appointed May 1999
  • Tricia Drakes                     Appointed March 2000
  • Richard Francis                  Appointed June 2000
  • Chris Yapp                        Appointed June 2000
  • George Siemienieuch           Appointed October 2000
  • Alan Butler                        Appointed October 2000
  • Simon Forrest and Rob Pickering,who joined the board on the incorporation of the company in May 1999, both resigned from the board with effect from 31 August 2000.
  • The members of the nominating committee of the chapter are
  • William Heath
  • Dr Olivier Crepin Leblond
  • Christian de Larrinaga
  • The current directors have indicated their willingness to stand for re-election and have been nominated and seconded by the nomination committee of the English chapter of The Internet Society.
  • Further candidates for election to the board must be proposed and seconded by a member of The Internet Society of England and approved by the nominating committee (the proposer and seconder must be different people).
  • 1        Nominations should be made in writing and must be submitted to the nominating committee of the chapter with the candidate’s brief election statement. This should include the name and position of the candidate, proposer and seconder, who will all be members.  The election statement can refer to the URL of a website.
  • 2                    Nominations and election statements must be received by the
  • company secretary of The Internet Society of England on behalf of the nominating committee of the chapter, at the latest by 13.00 on Friday
  • 27 July 2001
  • They will be accepted by e-mail to richard.francis@pobox.com or by letter post to 1 Westminster Way, Oxford OX2 0PZ.
  • 3                    Board voting papers and a reply paid envelope addressed to the
  • company secretary will be posted to the members on Wednesday 1 August       2001. THE BALLOT WILL CLOSE FOR POSTAL VOTES AT 13.00 on Thursday 9 July 2001.
  • 4        A ballot box will be available for posting votes at the AGM. The ballot will close for votes in person or by proxy at 10.00 on 10 August 2001.
  • BY ORDER OF THE BOARD
  • Richard Francis
  • Director and Company Secretary
  • The Internet Society of England.
  • Please use the electronic form below which should be returned to the nominating
  • committee via richard.francis@pobox.com by 13.00 on  27 July 2001.
  • TO THE ISOC E NOMINATING COMMITTEE
  • NOMINATION OF CANDIDATES FOR ELECTION TO THE ISOC E BOARD
  • ***************************************************************
  • Member’s Name:
  • I nominate                                                 for election to the ISOC E Board
  • Seconded by
  • Candidate’s election statement
  • *****************************************************************

 

 

 

The Internet Society of England – Instrument Appointing a Proxy

 

Note to members filling in this proxy:

 

This proxy gives you the opportunity to nominate a proxy to exercise your  voting rights at the forthcoming AGM on 10 August 2001It also allows the proxy to vote on your behalf in the forthcoming elections of a new Board of Directors, if you chose not to use the ballot paper to vote

 

 

To the Board of Directors of The Internet Society of England

 

Being a member of the above company, I hereby appoint Mr Christian de Larrinaga, or failing him *Mrs Tricia Drakes, or failing her *Mr George Siemienieuch, or failing him *Mr Richard Francis, or failing him *Mr Chris Yapp, or failing him *Mr Alan Butler as my proxy to vote for me on my behalf at the Annual General Meeting to be held on    April 2001, and at any adjournment.

 

* if you wish to appoint some other proxy, delete these names and insert below clearly the name of the proxy desired:

 

 

 

 

This section is to be used to indicate how you wish your proxy to vote, by filling in the boxes in INK ONLY by indication of an X.

 

FOR   AGAINST

 

Item No 1        Acceptance of Annual Report and Accounts         ڤ         ڤ

 

 

 

Item No 2        To alter the articles of association of the

company by adding the following

new articles 21A and 30A

     

21A The Directors can, but they do not have to,

accept proxy forms which are delivered

electronically or by other data transmission

process subject to any limitations, restrictions

or conditions that they decide. If so, then any

requirement of these articles that the proxy

form is in writing does not apply but the Directors

can require such evidence as they think appropriate

to show that the proxy appointment is effective

 

30A The Directors may resolve that any matter

which these articles permit the Company to deal with

by an ordinary resolution, and is not required by the

Act to be dealt with by the Company in general meeting,

may be determined by a ballot to be conducted by the

Directors.  Any resolution declared by the directors

to have been passed by a simple majority of the

members of the Company who cast votes for or against

the resolution in the ballot, has effect as if it were an

ordinary resolution of the Company passed at a properly

convened and properly conducted meeting.      

FOR   AGAINST

ڤ   ڤ

YES    NO

 

Item No 3        The proxy should vote on my behalf in the

Board elections

ڤ    ڤ

 

 

Note: If you have answered ‘no’ to Item No 3 you will only have a vote in the election if you also complete and return a polling paper

 

 

Unless otherwise instructed, the proxy will vote as he/she sees fit

 

Signed:

…………………………………………………………………….

 

Date:

……………………………………………………………………….

 

 

If this form of proxy is signed on your behalf under a power of attorney or other authority, please ensure that your power or authority, or a copy of the power or authority, certified by a Notary, accompanies the form.

 

For this form of proxy to be effective you must ensure that you complete it in all respects and ensure that it is received by

 

The Company Secretary

The Internet Society of England

1 Westminster Way

Oxford

OX2 0PZ

 

no later than 13.00  on 9 August  2001 or handed in by 10.00 at the AGM

the following day.

 

 

 

(These were archived behind the chapter membership firewall at Redbourne)

 

 

 

General ISOC England Documents

 

ISOC England Rules

The Rules were developed for the chapter by Manches Solicitors in Oxford under the direction of a working party formed by the Foundation Committee. They are in two parts.

The official part deals with the company structure and the requirements of Companies House and English Company law. This is the Memorandum and Articles. These provide for the establishement of the Chapter Rules.

The Rules are the second part, and are the way the Society operates. They are largely based on the suggested Rules of ISOC Chapters which have stipulations dealing with ISOC Chapters around the world.

The Rules of ISOC England have been approved by ISOC.

The official company name of the Chapter is The Internet Society of England. However we also use the terms the English Chapter of the Internet Society and ISOC England for brevity.
 

 

Memorandum of Association of the Internet Society of England

Also see the Articles of Association.

You can download the Memorandum and Articles in Acrobat PDF format (requires the free Acrobat Reader).

 

Company Number 3779265
The Companies Act 1985
Company Limited by Guarantee

1. The name of the Company is “THE INTERNET SOCIETY OF ENGLAND”.

2. The Registered Office of the Company is in England.

3. The objects for which the Company is established are to promote the effective operation and development of the Internet and its related technologies in the public interest through leadership in standards, issues and education.

4. In support of the objects, but not otherwise, the Company shall have power to do all things incidental or conducive to the attainment of the objects or any of them. In particular (but without limitation) the Company shall have the following powers:

4.1 to pay out of the Company’s funds the costs incurred in forming the Company;

4.2 to pay out of the Company’s funds premiums on insurance policies to cover the liability of the Directors established by the Articles of Association which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company: provided that any such insurance or indemnity shall not extend to any claim arising from criminal neglect or deliberate default on their part;

4.3 to invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made, provided that the Company shall not have power to invest in any organisation which is a member of the Company at the time the investment is made;

4.4 to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company;

4.5 to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of the employees of the Company or of any subsidiary, holding or fellow subsidiary of the Company and of their wives, widows, children and other relatives and dependants and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained.

5. The income and capital of the Company shall be applied solely towards the promotion of the objects of the Company; and no part of the income or capital shall be paid or transferred, directly or indirectly, to the members of the Company, whether by way of dividend or bonus or otherwise in the form of profit. This shall not prevent the payment of:

reasonable and proper remuneration to any officer, employee, or member of the Company in return for any services provided to the Company;

a reasonable rate of interest on money lent to the Company;

reasonable rent for property let to the Company;

expenses to Directors; or

premiums on the indemnity insurance referred to in clause 4.2.

6. The liability of the members is limited.

7. If the Company is wound up while a person is a member or within one year after that person ceases to be a member, every member of the Company will contribute such amount as may be required not exceeding one pound sterling (£1) to the assets of the Company, for payment of the Company’s debts and liabilities accrued before the member ceases to be a member, and of the costs and expenses of winding up, and for the adjustment of the rights of the members among themselves.

8. If on the winding up or dissolution of the Company there remains any surplus property after satisfaction of the Company’s debts and liabilities, the surplus shall not be paid to the members of the Company, but shall be either:

given or transferred to some other institution or institutions having objects similar to the objects of the Company; or

if no such institution can be found, paid to one or more charitable trusts, institutions, associations or companies formed or existing in order to conduct research for the public benefit into electronic networking and/or related disciplines and subject areas.

If no such payment is possible, any surplus shall be applied to a charitable object. In each case, the recipient body or bodies shall be chosen by the members as at the date of winding up or dissolution.

 

We, the persons whose names are written below, wish to be formed into a Company under this Memorandum of Association.

Names, addresses and witnessed signatures of subscribers

Christian DE LARRINAGA

Simon FORREST

Robin PICKERING

Mick FARMER

Gordon HOWELL

Bryan PYNE

Rosemary GARDNER

 

 

 

Articles of Association of the Internet Society of England

Also see the Memorandum of Association.

You can download the Memorandum and Articles in Acrobat PDF format (requires the free Acrobat Reader).

 

Company Number 3779265
The Companies Act 1985
Company Limited by Guarantee

Interpretation
Admission of Members
Retirement of Members
General Meetings
Proceedings at General Meetings
Votes of Members
Directors
Secretary
Seal
Notices, Meetings and Resolutions
Rules

Interpretation

1. In these Articles:

“the Act” means the Companies Act 1985;

“the seal” means the common seal of the Company;

“Secretary” means any person appointed to perform the duties of the Secretary of the Company;

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, fax, e-mail and other methods of representing or reproducing words in a visible form;

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the meanings given to them in the Act.

Admission of Members

2. The members of the company shall be the subscribers to the Memorandum and Articles of Association; the Directors; and individuals or organisations who or which apply for admission, are admitted as members by the Directors, and pay a subscription.

Every application for membership shall be in one of the forms set out in Article 52 or in such other form as the Directors shall prescribe from time to time.

At the next meeting of the Directors after the receipt of any application for membership, such application shall be considered by the Directors who shall decide whether to admit or reject the applicant.

Retirement of Members

3. A member shall cease to be such:

3.1 if by notice in writing lodged with the Secretary he, she or it shall resign his, her or its membership;

3.2 in the case of the Directors, on ceasing to be a Director;

3.3 if an individual, upon death, or if he or she becomes of unsound mind, or is convicted of any indictable offence for which he or she is sentenced to a term of imprisonment;

3.4 in any case, if any subscription or membership fee due to the Company remains outstanding for more than one (1) month; or

3.5 (except in the case of Directors) if he/she or it is removed from the membership in accordance with any Rule established from time to time pursuant to Article 49.

No member of the Company shall be entitled to any refund of subscription on ceasing to be a member.

General Meetings

4. The Company shall hold a general meeting in each year as its Annual General Meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and the date of the next. The Annual General Meeting shall be held at such time and place as the Directors shall appoint. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

5. The Directors may call general meetings whenever it thinks fit; and shall do so on a requisition by the members of the Company pursuant to the Act.

6. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least 21 clear days’ notice, and all other general meetings shall be called by at least 14 clear days’ notice. A meeting of the Company may be called by shorter notice if it is so agreed:

6.1 in the case of an Annual General Meeting, by all the members entitled to attend and vote; and

6.2 in the case of any other meeting, by a majority in number of the members having a right to attend and vote, being a majority together representing not less than ninety five per cent of the total voting rights at that meeting of all the members.

 

The notice shall specify the place, the day and the hour of the meeting, and the general nature of the business to be transacted; and shall, in the case of an Annual General Meeting, specify the meeting as such. Notice shall be given to the members of the Company, to the Directors, and to the auditors.

7. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive it shall not invalidate the proceedings at the meeting.

Proceedings at General Meetings

8. No business shall be transacted at any general meeting unless a quorum of members of the Company is present at the time when the meeting proceeds to business; one third of the members of the Company or three members of the Company (whichever is the greater) present in person or by proxy shall be a quorum.

9. If a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Directors may determine.

10. The Chairman of the Directors shall preside as Chairman at every general meeting of the Company. If there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

11. If at any meeting no Director is willing to act as Chairman, or if no Director is present within fifteen minutes after the time appointed for the holding of the meeting, the members of the Company present shall choose one of their number to be Chairman of the meeting.

12. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

13. A resolution proposed at any general meeting shall be approved if at least two- thirds of the votes cast at the meeting are in favour of the resolution, except where the Act or these Articles prescribes a different majority.

14. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands (in which case, every member present in person shall have one vote) unless a poll is demanded (before or on the declaration of the result of the show of hands). Subject to the Act, a poll may be demanded:

14.1 by the Chairman; or

14.2 by at least two members of the Company present in person or by proxy; or

14.3 by any member or members of the Company present in person or by proxy and representing not less than one tenth of the total voting rights of all the members of the Company having the right to vote at the meeting.

15. Unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or lost on a show of hands, whether unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

16. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the Chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll is made.

17. Except as provided in Article 18, if a poll is demanded it shall be taken in such manner as the Chairman directs; and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

18. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

Votes of Members

19. The Directors will establish the subscriptions and poll voting rights of members of the Company for the period to 30 April 2000. Thereafter, the subscriptions and poll voting rights will be set annually.

20. A member of the Company who is an individual may appoint a proxy to attend general meetings in his or her place. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney properly authorised in writing. A proxy need not be a member of the Company.

21. The instrument appointing a proxy and the power of attorney, if any, under which it is signed, or a copy of that power certified by a solicitor, shall be deposited at the registered office of the Company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than forty eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

22. An instrument appointing a proxy shall be in as near the form set out in Article 53 as circumstances admit.

23. Where the intention is that members of the Company should have an opportunity of voting for or against a resolution, the instrument appointing a proxy shall be in as near the form set out in Article 54 as circumstances admit.

24. The instrument appointing a proxy for a member of the Company shall be deemed to confer authority to demand or join in demanding a poll.

25. A vote given or poll demanded by the authorised representative of a member organisation shall be valid notwithstanding the previous revocation of the authority of the person voting or demanding a poll, provided that no notice of such revocation was received by the Company at its Registered Office before the start of the meeting or adjourned meeting at which the vote is given or poll demanded.

Directors

26. At the first annual general meeting all the Directors shall retire from office unless the members of the Company do not appoint or re-appoint at least three (3) Directors at that meeting in which case they shall all remain in office. At every subsequent annual general meeting one-third of the Directors then in office shall retire. If the number of Directors is not divisible by three, then the number nearest to one-third shall retire.

27. Subject to the provisions of the Act, the appointed members to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment, but as between persons who became or were last re-appointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

28. If the members of the company, at the meeting of the Company at which a Director retires by rotation, does not fill the vacancy the retiring Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the Director is put to the meeting and lost.

29. No person other than a Director retiring by rotation shall be appointed or re-appointed at any general meeting unless:

29.1 he or she is recommended by the Directors; or

29.2 not less than fourteen (14) nor more than thirty-five (35) clear days before the date appointed for the meeting, notice executed by a member of the Company qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment or re-appointment, together with notice executed by that person of his or her willingness to be appointed or re-appointed.

30. Not less than seven (7) nor more than twenty-eight (28) clear days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a Director retiring by rotation at the meeting) who is recommended by the Directors for appointment or re-appointment as an appointed member at the meeting, or in respect of whom notice has been duly given to the Company of the intention to propose him or her at the meeting for appointment or re-appointment.

31. Subject to Articles 26 to 30, the Company may by ordinary resolution appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director; and may also determine the rotation in which any additional Directors are to retire.

32. The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he or she shall vacate office at the end of the meeting.

33. Subject to Articles 26 to 30, a Director who retires at an annual general meeting may, if willing to act, be re-appointed. If he or she is not re-appointed, he or she shall retain office until the members of the Company appoint someone in his or her place, or if it does not do so, until the end of the meeting.

34. A Director shall cease to be such:

34.1 if by notice in writing lodged with the Secretary he or she resigns his or her Directorship;

34.2 upon death, or if he or she becomes bankrupt or makes any arrangement with his or her creditors generally, or becomes of unsound mind, or is convicted of an indictable offence for which he or she is sentenced to a term of imprisonment;

34.3 if he or she is removed by a simple majority of the members of the Company, following the procedure laid down in Section 303 of the Act.

35. The Directors shall have control over all the affairs and property of the Company, and may exercise all such powers of the Company as it thinks fit, except as otherwise provided by the Memorandum of Association of the Company and these Articles, and in any Rules made pursuant to Article 49.

36. The Directors may convene and regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.

37. Subject to Articles 36 and 39, the Chairman of the Directors shall preside at every meeting; and in the case of an equality of votes he shall be entitled to a second or casting vote. A Director may, and the Secretary at the request of a Director shall, at any time summon a meeting of the Directors.

38. The quorum necessary for the transaction of business at meetings of the Directors shall be one-third of the Directors then holding office or three (3) Directors (whichever is the greater). The Directors shall cause minutes to be made in books provided for the purpose of all resolutions and proceedings at all meetings of the Directors.

39. If at any meeting of the Directors the Chairman is not present within fifteen minutes after the time appointed for the start of the meeting, the members present may choose one of their number to be chairman of the meeting. In the case of an equality of votes on any question the chairman shall have a second or casting vote.

40. The Directors may delegate any of its powers to committees consisting of such of its members, members of the Company and others as it thinks fit: in the exercise of the delegated powers, any committee so formed shall conform to any regulations which may be imposed on it by the Directors.

Secretary

41. The Company shall have a Secretary who shall be appointed by the Directors for such term, at such remuneration and upon such conditions as the Directors thinks fit. If the office is vacant or for any other reason there is no Secretary capable of acting, anything required or authorised to be done by or to the Secretary may be done by any officer of the Company authorised generally, or specially for that purpose, by the Directors.

Seal

42. The seal shall be used only by the authority of the Directors. Every instrument to which the seal is affixed shall be signed by a Director, and shall be countersigned by the Secretary, or by a second Director, or by some other person appointed by the Directors for the purpose.

Notices, Meetings and Resolutions

43. The following Articles 44 to 48 shall apply to meetings and resolutions of, and notices given to, the Directors and the Company in general meeting; and “member” shall be construed as meaning a Director or a member of the Company in general meeting as the context requires.

44. Any notice to be given under these Articles shall be in writing. The Company may give any notice to a member personally, or by sending it by post (airmail in the case of overseas members who have given no address for service within the United Kingdom) in a prepaid envelope addressed to the member at his or her registered address, or by leaving it at that address. Where the member has given to the Company a facsimile number or e-mail address to which notices may be sent electronically, the Company may give a valid notice by means of facsimile or e-mail.

45. A member present in person at any meeting shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.

46. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given to a postal address. Electronic confirmation of receipt shall be conclusive evidence that a notice was given to a facsimile number or e-mail address. A notice shall be deemed to be given at the expiration of 48 hours after it was posted or (as the case may be) transmitted electronically.

47. Subject to the provisions of the Act (and in particular in the case of a resolution of the members of the Company, to any requirement to submit the proposed resolution to the auditors), a resolution in writing signed by all the members entitled to attend and vote at meetings shall be as valid and effective as if it had been passed at a meeting properly convened and held. Any such resolution in writing may consist of two or more documents in similar form, each signed by one or more of such persons. Digital signatures and facsimiles of signatures will suffice for the purpose of this Article.

48. A member entitled to attend and vote at a meeting may participate by means of a telephone conference or other facility whereby all people participate in the meeting can hear each other and participation in a meeting in this manner shall be deemed to be presence in person at such meeting.

Rules

49. The Directors must establish a Rule to determine the subscriptions payable by members of the Company and the voting rights to which they will be entitled, for the period set out in article 19; and in addition may establish Rules for any purposes required from time to time for the effective operation of the Company, the furtherance of its objects, or the management of its status as a Chapter of The Internet Society; provided that in the event of a conflict between the terms of these Articles or the Memorandum of Association of the Company and any Rules established under this Article 49, the terms of the Memorandum and Articles will prevail.

50. Subject to the Act, but without prejudice to any indemnity to which he or she may otherwise be entitled, every Director and every officer of the Company, shall be indemnified out of the assets of the Company against any liability incurred by him or her in defending any proceedings, whether civil or criminal, alleging liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, and in which judgment is given in his or her favour, or in which he or she is acquitted, or in connection with any application in which relief is granted to him or her by the Court.

51. Subject to the Act, the Company may purchase and maintain for any Director or for any officer of the Company, insurance cover against any liability which may attach to him or her by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Company, and against all costs, charges, losses, expenses and liabilities incurred by him or her and for which he or she is entitled to be indemnified by the Company under Article 50.

52. The forms of the application for membership referred to in Article 2 are as follows.

In the case of an individual:

To the Directors of THE INTERNET SOCIETY OF ENGLAND

I,
of
wish to become a member of THE INTERNET SOCIETY OF ENGLAND, subject to the provisions of the Memorandum and Articles of Association of the Company. I confirm that I will not do anything which may bring the Company into disrepute.

Signature:

Date:

In the case of an organisation:

To the Directors of THE INTERNET SOCIETY OF ENGLAND whose registered office/principal place of business is at

applies for membership of THE INTERNET SOCIETY OF ENGLAND, subject to the provisions of the Memorandum and Articles of Association of the Company.

It will neither do, nor permit its employees to do, anything which may bring the Company into disrepute.

Authorised

Signature:

Name:

Position:

Date:

53. The form of proxy referred to in Article 22 is as follows:

THE INTERNET SOCIETY OF ENGLAND

I,
of
being a member of the above Company, appoint
of
or failing him/her
of
as my proxy to vote for me on my behalf at the General Meeting of the Company to be held on the …….. day of ……………. and at any adjournment

Signed:

Date:

54. The form of proxy referred in Article 23 is as follows:

THE INTERNET SOCIETY OF ENGLAND

I,
of
being a member of the above Company, appoint
of
or failing him/her
of
as my proxy to vote for me on my behalf at the Annual/Extraordinary* General Meeting of the Company to be held on the ……………. day of ………….. and at any adjournment

Signed:

Date:

This form is to be used * in favour of/against the resolution

Unless otherwise instructed, the proxy will vote as he/she thinks fit

* Strike out whichever you do not want.

 

We, the persons whose names are written below, wish to be formed into a Company under these Articles of Association.

Names, addresses and witnessed signatures of subscribers

Christian DE LARRINAGA

Simon FORREST

Robin PICKERING

Mick FARMER

Gordon HOWELL

Bryan PYNE

Rosemary GARDNER
 

 

Rules of the English Chapter of the Internet Society

Established by the Directors of The Internet Society of England under Article 49 of the Articles of Association of the Company.

Rule I – Name and Corporate Status
Rule II – Purpose
Rule III – Membership
Rule IV – Officers
Rule V – Duties of Officers
Rule VI – Executive Committee
Rule VII – Standing Committees
Rule VIII – Temporary Committees
Rule IX – Meetings of the Chapter
Rule X – Disbursements and Members Subscriptions
Rule XI – Amendments to The Rules and Chapter Voting Procedures
Rule XII – Dissolution of the Chapter

Rule I – Name and Corporate Status

1. This organisation shall be known as the “English Chapter of the Internet Society”, alternatively “The Internet Society of England” or “ISOC England”.

2. The organisation shall be legally constituted as a not-for-profit company incorporated in England and Wales, limited by guarantee (“the Company”). These Rules are established under the Articles of Association of the Company.

Rule II – Purpose

1. ISOC England is a not-for-profit organisation whose mission is to assure the beneficial, open evolution of the global Internet and its related inter-networking , working technologies and applications through leadership in standards, issues and education in England and worldwide.

2. The Chapter will serve persons who live or work in England

3. The Chapter is chartered by The Internet Society (“ISOC”). These rules neither supersede nor abrogate any of the bylaws of ISOC that regulate chapter affairs.

Rule III – Membership

1. All members of the Chapter shall also be members of ISOC. Membership is not necessary, however, for participation in activities of the Society or its chapters.

2. All individuals and organisations falling within the defined scope of the Chapter shall be eligible for membership without discrimination save that membership may be refused or terminated for just cause.

3. Membership in the Chapter shall be open to all ISOC members in the locality served by the Chapter upon request and payment of any local membership subscriptions, as determined by the Executive Committee.

Rule IV – Officers

1. The officers of the Chapter shall be: Chair, Secretary, and Treasurer.

2 The first officers of the Chapter shall be the first Directors of the Company. They shall take office on the establishment of these Rules. Thereafter the Directors of the Company for the time being will be the officers of the Chapter.

Rule V – Duties of Officers

1. The Chair is the principal officer of the Chapter and is responsible for leading the Chapter and managing its activities in accordance with the policies and procedures of ISOC, the Memorandum and Articles of Association of the Company and these Rules. The Chair shall preside at all meetings of the Chapter, its Executive Committee and meetings of officers of the Chapter.

2. The Secretary shall keep the minutes of all Chapter and Executive Committee meetings and meetings of the officers of the Chapter. Other duties of the Secretary include:

A) Preparation of the Annual Chapter Report for presentation to the Chapter at its Annual General Meeting.

B) Preparation of the Chapter’s Activity Report and submission of this report to ISOC Headquarters.

C) Notification to ISOC Headquarters of any changes in the officers of the Chapter.

D) Submission of any proposed amendment of these Rules to the Vice President of Chapters of ISOC, at ISOC Headquarters for approval.

3. The Treasurer shall collect membership subscriptions, pay all debts, and maintain the Chapter’s financial records. Duties of the Treasurer shall also include:

A) Preparation of the Chapter’s Annual Financial Report for presentation to the Chapter at the Annual General Meeting of the Chapter.

B) Completion and submission of the Annual Financial Report to ISOC Headquarters.

Rule VI – Executive Committee

1 The Executive Committee of the Chapter shall consist of the Chapter officers for the time being, the immediate Past Chair, and up to six (6) Members-at-Large, from whom the Chair and other officers of the Chapter will appoint chairs of the four Standing Committees of the Chapter, constituted under Rule VII.

2. The Chapter officers shall appoint four Members-at-Large to be the first chairs of the Standing Committees of the Chapter and appoint two further members of the Executive Committee from the Members-at-Large. Their terms of office as members of the Executive Committee and chairs of the Standing Committees, as the case may be, will extend until the first Annual General Meeting of the Chapter.

3. At the first Annual General Meeting of the Chapter all the members of the Executive Committee, including the officers of the Chapter, shall retire from office.

4. Following the first Annual General Meeting of the Chapter and subsequent Annual General Meetings, the chairs of the Standing Committees of the Chapter will be appointed by the Chapter officers for the time being from up to six (6) Members-at-Large elected to the Executive Committee of the Chapter at those meetings.

5. The term of office of the Members-at-Large elected to the Executive Committee and appointed by the officers of the Chapter as chairs of the Standing Committees of the Chapter, as the case may be, will extend until the Annual General Meeting of the Chapter after their election to the Executive Committee.

6. No person shall be elected to the Executive Committee of the Chapter at an Annual General Meeting of the Chapter unless:

6.1 he or she is recommended by the Executive Committee; or

6.2 not less than twenty-eight (28) nor more than thirty five (35) clear days before the date appointed for the meeting, notice executed by a member of the Chapter has been given to the Secretary of the Chapter of the intention to propose that person for election or re-election, together with notice to the Secretary of the Chapter executed by that person of his or her willingness to be elected or re-elected.

7. Not less than seven (7 ) nor more than fourteen (14) clear days before the date appointed for holding an Annual General Meeting of the Chapter notice shall be given to all members of the Chapter of any person who is recommended by the Executive Committee for election or re-election to the Executive Committee, or in respect of whom notice has been duly given to the Secretary of the Chapter of the intention to propose him or her at the meeting for election or re-election.

8. The Executive Committee may appoint a person who is willing to act to be a member of the Executive Committee, either to fill a vacancy or as an additional member of the Executive Committee, provided that the appointment does not cause the number of members of the Executive Committee to exceed any number fixed by or in accordance with Rules of the Chapter established under the Articles of Association of the Company as the maximum number of members of the Executive Committee. A member of the Executive Committee so appointed shall hold office only until the next Annual General Meeting of the Chapter.

9. A member of the Executive Committee shall cease to be such :

9.1 if by notice in writing lodged with the Secretary he or she resigns his or her membership of the Executive Committee;

9.2 upon death, or if he or she becomes bankrupt or becomes of unsound mind, or is convicted of an indictable offence for which he or she is sentenced to a term of imprisonment; or

9.3 if he or she is removed by a simple majority vote of the Members-at-Large.

10. The members of the Executive Committee of the Chapter may regulate their meetings as they think fit. Questions arising at any meeting shall be decided by majority vote.

Rule VII – Standing Committees

1. The Standing Committees of the Chapter shall be Programme, Membership, Education and Legal and Regulatory.

2. The Programme Committee shall plan and make arrangements for the conferences and technical programmes of the Chapter’s meetings in accordance with the membership’s interests and the aims of the Chapter as set forth in Rule II.

3. The Membership Committee shall maintain and increase the membership, and be responsible for all marketing activities of the Chapter, including management of printed and electronic publications.

4. The Education Committee shall be responsible for the development of the technical education programme, dissemination of technical information and input into the Programme committee.

5. The Legal and Regulatory Committee shall be responsible for dissemination of legal information from relevant bodies to the membership and input into the Programme Committee.

6. The members of the each Standing Committee of the Chapter may regulate their meetings as they think fit under the chairmanship of the chair of the Standing Committee appointed by the officers of the Company under Rule VI. Questions arising at any Standing Committee meeting shall be decided by majority vote.

Rule VIII – Temporary Committees

1. With the advice of the Executive Committee, the Chair may appoint such temporary committees as appropriate.

2. A Nominating Committee, consisting of at least three members of the Chapter, at least two of whom shall not be members of the Executive Committee, shall be appointed by the Chair of the Chapter with the advice of the Executive Committee, at least two months prior to the first and subsequent Annual General Meetings of the Chapter.

Rule IX – Meetings of the Chapter

1. The Chapter shall hold meetings only in places that are open and accessible to all members of the Society. Meetings shall be held as planned by the Programme Committee

2. The Executive Committee may, and the Secretary at the request at the written request of not less than ten (10) percent of the voting members of the Chapter shall, at any time summon a meeting of the Chapter.

3. The Annual General Meeting of the Chapter shall be held immediately following the Annual General Meeting of the Company as set out in the Articles of Association of the Company. At the Annual General Meeting of the Chapter, the Secretary and Treasurer each shall present a report. Also, the election of members of the Executive Committee from the Members-at-Large under Rule VI shall be held.

4. Notices of the place and time of all meetings of the Chapter shall be distributed to all members at least twenty-one (21) prior to any meeting, by Internet mail or by oral, telegraphic, or other written notice, duly served on the member.

5. The Chair shall preside at every meeting of the Chapter. If there is no such chair, or if he or she is not present within fifteen minutes after the time appointed for the start of the meeting, or is unwilling to act, the members of the Executive Committee of the Chapter present may chose one of their number to be chair of the meeting.

Rule X – Disbursements and Membership Subscriptions

1. Disbursements from the Treasury for Chapter expenditures shall be made by the Treasurer with authorisation of the Executive Committee and shall be recorded in the minutes of its meetings.

2. Membership subscriptions shall be fixed annually by the Executive Committee.

Rule XI – Amendment and Voting Procedures

1. All proposed changes to these Chapter Rules shall have been approved by the Vice President of Chapters of The Internet Society, ISOC Headquarters before being presented to the Chapter membership for a vote.

2. No official business of the Chapter shall be conducted unless a quorum of the Chapter is present.

3. A quorum of the Chapter shall be defined as twenty (20) percent of the voting membership of the Chapter or 10 members, which ever is greater.

4. A simple majority of the members present and voting at a meeting of the Chapter shall be required to carry a motion. In the case of an equality of votes on any question the Chair shall have a second or casting vote.

Rule XII – Dissolution of the Chapter

1. Dissolution of the Chapter by consent of the members shall consist of unanimous agreement of all its officers together with a majority vote at a meeting which has been publicised in advance to all members of the Chapter for the purpose of taking this vote.

2. Should this Chapter and be dissolved and the Company be wound up, and there remains any surplus after satisfaction of the Company’s debts and liabilities, the surplus shall not be paid to the members of the Company but dealt with in accordance with the Memorandum of Association of the Company.