Internal Governing Document

Internal Governing Document

Surveillance Studies Network (the “Company”) incorporated in England and Wales

Company No.: 05794137


1.             Definitions

1.1          In this Internal Governing Document:

“AGM” means an annual general meeting of the Company held in accordance with the procedure set out in the Articles.

“Articles” means the articles of association of the Company.

“Company” means Surveillance Studies Network, a company limited by guarantee incorporated in England and Wales with company number 05794137.

“Director” means an Executive Director or a Non-Executive Director of the Company.

“Editor” means a member of the Editorial Board appointed in accordance with paragraph 5.3.

“Editorial Board” means the editorial board of the Company, as described in paragraph 5.

“Executive Board” means the executive board of the Company, as described in paragraph 4.

“Executive Director” means a Director elected in accordance with the provisions of paragraph 4.3.

“Executive Member” means a member of the Company as described in paragraph 2.3.

“Executive Membership Fee” means the membership fee payable by Executive Members in accordance with paragraph 2.5.

“Member” means either an Executive Member or a Member of the Company as the context permits.

“Member” means a member of the Company as described in paragraph 2.2.

“Membership Fee” means the membership fee payable by Members in accordance with paragraph 2.5.

“Membership Fee” means either the Membership Fee or the Executive Membership Fee as described in paragraph 2.5 as the context permits.

“Members’ Representatives” means members of the Editorial Board elected in accordance with paragraph 5.5;

“Membership Year” means 1 January to 31 December inclusive.

“Memorandum” means the memorandum of association of the Company.

“Non-Executive Director” means a member of the Editorial Board who has been elected to the Executive Board in accordance with paragraph 4.5.

“Objects” means the objects of the Company as set out in clause 4 of the Memorandum.

“Secretary” means the secretary of the Company appointed in accordance with paragraph 4.7.

“Surveillance and Society” means a journal called Surveillance and Society published by the Company.

“Treasurer” means the treasurer of the Company appointed in accordance with paragraph 4.7.

1.2          This Internal Governing Document shall be read and construed in accordance with, and is supplementary to, the Memorandum and Articles.  In the event of any inconsistency between this Internal Governing Document and the Memorandum and Articles the Memorandum and Articles shall prevail.

2.             Membership

2.1          Classes of Membership

There are two classes of membership of the Company:

  • Membership; and
  • Executive Membership.

2.2          Membership

In order to become a Member, an individual or organisation must:

  • apply to the Company using the form of application provided at Exhibit 1 to this Internal Governing Document;
  • execute the Form of Undertaking at Schedule 1;
  • pay the appropriate Membership Fee; and
  • be approved by a simple majority of the Directors.

The number of Associate Members shall not be below 1 and has no upper limit.

Membership entitles the Member to:

  • stand for election to the Editorial Board in accordance with paragraph 5.6 below;
  • stand for election as one of two Friends’ Representatives on the Editorial Board;
  • vote in the election of the Friends’ Representatives.

Membership is renewable every two years

2.3          Executive Membership

In order to become an Executive Member, an individual or organisation must:

  • be a registered Member of the Company;
  • be nominated by three other Executive Members;
  • apply to the Company using the form of application provided at Exhibit 2 to this Internal Governing Document;
  • execute the Form of Undertaking at Schedule 1; and
  • be approved by a unanimous vote of the Directors.

Executive Membership entitles the Member to:

  • sit on the Editorial Board of the Company on retirement from the Executive Board in accordance with paragraph 4.4;
  • vote at an AGM.

The number of Executive Members shall not be below 7 and shall not exceed 25.

2.4          Refusal of Membership Applications

The Directors may only refuse an application for Membership if, acting reasonably and properly, they consider it to be in the best interests of the Company to refuse such application.

The Directors must inform the applicant in writing of the reasons for the refusal within 21 days of the decision to refuse an application for Membership.

The Directors must consider any written representations the applicant may make about the decision.  The Directors’ decision following any written representations must be notified to the applicant in writing but shall be final.

2.5          Membership Fees

The Membership Fee shall be £25.00 for Members and Executive Members which entitles the member to two years’ membership

The Membership Fee shall be payable in one lump sum on or before the first day of the Membership period and shall not be refundable.

The Directors shall be free to set the amount of the Membership Fee for any Membership period but shall give to all Members not less than one month’s written notice prior to the commencement of that Membership Year.

3.             Governance Structure

3.1          The governance of the Company shall be divided between the Executive Board and the Editorial Board.

3.2          The Executive Board shall manage the business of the Company on a day-to-day basis and may exercise all the powers of the Company in accordance with the Memorandum and Articles and all applicable laws.

3.3          The Editorial Board shall manage the day-to-day operation of Surveillance and Society, its website and associated activities.  Editors will make recommendations for publication to the Executive Directors based on their professional judgement.  It is the sole responsibility of the Executive Board to determine whether a submission recommended by the Editorial Board be published by the Journal however from time to time this responsibility may be delegated to one or more Editors.

4.             The Executive Board

4.1          Membership

The Executive Board shall consist of 5 Executive Directors, 2 Non-Executive Directors, a Treasurer and a Secretary.

4.2          Decision-making

Every member of the Executive Board shall have an equal right to speak on any business under discussion.

Every member of the Executive Board shall have equal voting rights (one vote each) on any business under discussion.  In the event that a conflict of interest arises in relation to any business under discussion, the interested party must declare his interest at the start of the meeting at which such business is to be discussed.  Failure to make such a declaration will render void any vote of the interested party on the matter in which he is interested.

4.3          Executive Directors

An Executive Director shall be elected by electronic ballot of Executive Members and shall hold office for a term of his choosing which must be between three and five years, after which he will become eligible for re-election for the same length of time.

To nominate an Executive Director for election or re-election the Executive Board must receive a notice that:

  • is signed or endorsed in writing by three Members entitled to vote at the meeting at which the Executive Director is to be elected;
  • states the Members’ intentions to propose the appointment of a person as Editor; and
  • is signed or endorsed in writing by the person who is to be proposed to show his or her willingness to be appointed.

4.4          Retirement of Executive Directors

No Executive Director can be elected for a third term of office and he shall retire at the end of his second term.

Upon retirement, an outgoing Executive Director has the automatic right to be appointed to the Editorial Board, should he so wish, for a period of 2 years, but may not stand for election to the Executive Board during this period.  After this period should he wish to stand for election to the Executive Board, the provisions of paragraph 4.4 above shall apply.  If a retired Executive Director does not  wish to stand for re-election to the Executive Board after the period of two years has elapsed he may stand for election to the Editorial Board (subject to vacancies), become a Member of the Company or leave the Company.

4.5          Non-Executive Directors

Two Non-Executive Directors shall be elected from amongst the Editors to sit on the Executive Board for a term of one year, after which they will become eligible for re-election for the same length of time.  The election of Non-Executive Directors shall be made by ordinary resolution at an AGM.  A Non-Executive Director cannot be elected for a third term of office and so he must retire at the conclusion of his second term.

4.6          Retirement of Non-Executive Directors

Upon retirement, an outgoing Non-Executive Director may become a Member of the Company and/or sit on the Editorial Board and will be ineligible for election to the Executive Board for a period of one year. If a retired Non-Executive Director does not wish to stand for re-election to the Executive Board after this period of one year he is entitled to stand for election to the Editorial Board (subject to vacancies), become a Member of the Company or leave the Company.

4.7          Treasurer and Secretary

In the first instance, the Treasurer and the Secretary shall be appointed by the Executive Board, and thereafter shall be elected at the AGM next following the occurrence of a vacancy in the position of Treasurer or Secretary.  A retiring Treasurer or Secretary must give to the Executive Board and the Editorial Board not less than 1 month’s written notice of his resignation.  Should a Treasurer or Secretary resign prior to an AGM or should no Treasurer or Secretary be appointed at an AGM such duties will be undertaken by a member of the Executive Board chosen from one of their number.

5.             The Editorial Board

5.1          Membership

The Editorial Board shall consist of the Executive Directors, a Treasurer, a Secretary, 8 Editors, 2 Friends’ Representatives and up to 8 retired Executive Directors.

The number of persons sitting on the Editorial Board shall be not less than 5 and not more than 25.

5.2          Decision-making

Every member of the Editorial Board will have an equal right to speak on any business under discussion.

Every member of the Editorial Board will have equal voting rights (one vote each) on any business under discussion.  In the event that a conflict of interest arises in relation to any business under discussion, the interested party must declare his interest at the start of the meeting at which such business is to be discussed.  Failure to make such a declaration will render void any vote of the interested party on the matter in which he is interested.

5.3          Selection of Editors

Editors will initially be appointed by the Executive Board for a term of 3 years.  Thereafter the re-appointment of existing editors and the selection of new editors shall be decided by ordinary resolution at an AGM and shall be for a term of 3 years.

To nominate an Editor for election or re-election the Executive Board must receive a notice that:

  • is signed or endorsed in writing by three Executive Members entitled to vote at the meeting at which the Editor is to be elected;
  • states the Members’ intentions to propose the appointment of a person as Editor; and
  • is signed or endorsed in writing by the person who is to be proposed to show his or her willingness to be appointed.

Nominations for Editors must be received by the Executive Board 7 clear days before the AGM is going to take place.  Results will be announced at the AGM.

5.4          Retirement of Editors

No Editor may serve a third term of office and so must retire at the conclusion of his second term.

Upon retirement, an Editor may become a Member and he will be ineligible for election to the Editorial Board for a period of one year. If a retired Editor does not wish to stand for re-election to the Editorial Board after the period of one year has elapsed he may become an Member or leave the Company.

5.5          Members’ Representatives

Members’ Representatives shall be elected by electronic ballot of the Members and shall hold office for a term of 2 years.

5.6          Selection of Members’ Representatives

To recommend a Member for election or re-election to the Editorial Board as a Members’ Representative the Company must receive a notice that:

  • is signed or endorsed in writing by 3 Members entitled to vote in the ballot;
  • states the Members’ intentions to propose the appointment of a person as Editor; and
  • is signed or endorsed in writing by the person who is to be proposed to show his or her willingness to be appointed.

Elections and re-elections for Members’ Representatives will be called at least 28 days prior to an AGM, and results must be collated and checked no less than seven days’ prior to the AGM.  The result of the ballot will be announced at the AGM.

5.7          Retirement of Members’ Representatives

No Members’ Representative may serve a third term of office and so must retire at the conclusion of his second term.

Upon retirement, a Members’ Representative may become a Member of the Company and will be ineligible to stand for election to the Editorial Board for a period of two years.  Should a retired editor not wish to stand for re-election after the period of 2 years has elapsed, he may become a Member or leave the Company.

6.             Votes of Executive Members

6.1          Every Executive Member, whether an individual or an organisation, shall have one vote at an AGM.

6.2          No Executive Member shall be entitled to vote at any AGM if all or part of his Membership Fee for the current Membership Year or for any past Membership Year is outstanding.

6.3          Every Member, whether an individual or an organisation, shall have one vote in the election of Members’ Representatives.

6.4          In the event of an equality of votes the Chairman appointed in accordance with the Articles shall have a casting vote.

Schedule 1: FORM OF Undertaking For New Members

THIS DEED is made the · day of · 200·

BETWEEN:

(1)          ·, (the “Company”), a company incorporated in England and Wales under no. 05794137 and having its registered office at 26 Woodholm Road, Sheffield, South Yorkshire; and

(2)          ·, (the “Further Member”), of [address],

and in favour of the existing members of the Company.

BACKGROUND:

(A)      By an Internal Governing Document dated 18th April 2007, the Members (as defined therein) agreed to regulate their relations as Members of the Company.

IT IS HEREBY AGREED as follows:-

  1. Interpretation

Save where the context otherwise requires, the words and expressions used in this Deed shall have the meanings respectively assigned to them in the Internal Governing Document.

  1. Adherence to Company

2.1 The Further Member covenants with the Members for the time being to observe and perform provisions of the Internal Governing Document with effect from date of joining.

2.2 The Further Member shall contribute £25 to the Company in cash forthwith upon the execution of this Deed pursuant to clause 2.5 of the Internal Governing Document.

2.3 This Deed shall be supplemental to and read together with the Internal Governing Document.

IN WITNESS WHEREOF the parties have executed this Deed the day and year first above written.