CONSTITUTION

1. TITLE

The organisation shall be known as the COALITION FOR PUBLIC INFORMATION (herein after called CoPI).

2. OBJECT AND POWERS

The object of CoPI shall be to work to ensure that the developing information and communications infrastructure will empower commerce, communities and individuals so that they can participate fully in social, economic and democratic activity. CoPI aims to influence information-related policies and legislation.

In furtherance of this object CoPI may:

a) advise and influence government and other relevant institutions in pursuance of the goals of CoPI current at the time;

b) review actual or proposed legislation affecting the provision of public information and organise any response to it;

c) provide a forum for the discussion and dissemination of information about issues of concern to CoPI and its members;

d) co-ordinate and disseminate information about initiatives of relevance to CoPI and its members in order to avoid duplication of effort and waste of resources.

(e) facilitate research into issues of interest to the membership;

(f) provide information and advice to CoPI members and represent membership needs and views to Government and other relevant bodies;

g) run conferences and other events, either alone or in collaboration with other organisations;

h) purchase, take on lease or in exchange hire or otherwise acquire any real and personal estate which may be necessary for any of the purposes of CoPI;

i) subject to any consents as may be required by law to borrow or raise money for the purposes of CoPI on such terms and on such security as may be thought fit;

j) to raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription and/or otherwise PROVIDED that CoPI shall not undertake trading activities on an on-going basis in raising funds for said object;

k) employ any person to supervise, organise and carry out the work of CoPI;

l) make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and dependents;

m) to establish and support or aid in the establishment of charitable associations or institutions and to subscribe, lend or guarantee money for charitable purposes in any way connected with the purposes of CoPI or calculated to further its objects;

n) to undertake and execute any charitable trusts which may lawfully be undertaken by CoPI and may be necessary to its objects;

o) to invest the monies of CoPI not immediately required for its own purposes in or upon such investments, securities or property as may be thought fit;

p) to amalgamate, merge or join in with any charity having charitable objectives wholly or in part similar to those of CoPI for the purposes of better effectuating charitable purposes;

q) do all such lawful things as are necessary for the furtherance of said objectives.

3. MEMBERSHIP

3.01 Membership shall be open to any individual or organisation that wishes to further the aims of CoPI.

3.02 Individuals may be co-opted by the Executive Board for such specific purposes and periods as it may decide.

3.03 The Executive Board may invite any person or organisation to attend any Members’ meeting as an observer without voting status.

3.04 The Members shall meet at least twice every twelve months including the Annual General Meeting. The initial Annual General Meeting shall take place on 20^th May 1997 and the second Members’ Meeting not later than 30^th November 1997. Additional Meetings of the Membership may be held to carry out its functions or to fulfil the object of CoPI.

3.05 Meetings of the Membership may:

a) approve subscription rates and contributions to be invited;

b) discuss topics of possible inclusion in a work programme and agree action;

c) consider and respond to current issues and proposals affecting the provision of public information;

d) subject to Clause 20 resolve that CoPI shall be dissolved.

3.06 The Membership shall be entitled from time to time to formulate and lay down any regulation or bye-laws and amend the same in relation to any of the affairs or organisation of CoPI or in amplification of any of the provisions of this constitution.

4. PROCEDURES FOR MEMBERS’ MEETINGS

4.01 The quorum for an Annual General Meeting, Extraordinary General Meeting or Members Meeting (herein after called a Members’ Meeting) shall be one-fifth of the Members (excluding Co-opted Members).

4.02 At any Members’ Meeting each Member shall have one vote. Notwithstanding the other provisions of this sub-clause, such organisations as shall be approved by the Executive Board shall not be entitled to vote but shall be entitled to attend as observer.

4.03 Save as otherwise herein provided, all questions arising at any Members’ Meeting shall be decided by a simple majority of the Members present and entitled to vote. In case of an equality of votes whether on a show of hands or on a poll the Chair of the meeting shall have a second or casting vote.

4.04 A Members’ Meeting may be called by shorter notice, given in writing, than is herein otherwise provided if it is so agreed:

a) in the case of an Annual General Meeting, by all the Members entitled to attend and vote thereat;

b) in the case of any other Meeting, by a two-thirds majority of the Members having a right to attend and vote.

4.05 Every Notice of a Members’ Meeting shall specify the place, the day and the hour of the Meeting, and in the case of special business the general nature of such business and shall also state with reasonable prominence that a Member entitled to attend and vote at the Meeting and an observer entitled to attend may appoint a proxy who in the case of a Member will be entitled to vote as its representative but that the proxy need must be a Member of CoPI.

4.06 The Membership has the power to draft a form of proxy should it wish to do so.

4.07 The accidental omission to give notice of a Members’ Meeting to, or the non-receipt of notice of a Meeting by, any Member or other person entitled to receive notice shall not invalidate the proceedings or any resolution passed at the meeting.

5. PROCEEDINGS AT MEMBERS’ MEETINGS

5.01 No business shall be transacted at any Members’ Meeting unless the requisite quorum is present when the Meeting proceeds to business. If such a quorum is not present within half an hour of the time appointed for the Meeting, or if during a Members’ Meeting such a quorum ceases to be present, the Meeting shall stand adjourned to the same day in the next week at the same time and place or to such later time and place as the Meeting shall determine.

5.02 The Chair shall preside as Chair at every Members’ Meeting except in such instances as the Chair has given advance written notice to the Vice-Chair of his/her willingness to allow the Vice-Chair to preside, the Vice-Chair may preside if he/she is willing so to do. If there be no Chair or if at any meeting neither the Chair nor a Vice-Chair, who has received the Chair’s written consent to preside at the meeting, be present within fifteen minutes after the time fixed for holding the Meeting, the members of the Executive Board present shall choose one of their number to act. If no member of the Board is willing to act as Chair or if no member of the Board is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be Chair of the Meeting.

5.03 A Co-opted Member shall, notwithstanding that she/he is not a Member of CoPI, be entitled to attend and speak at any Members’ Meeting.

5.04 The Chair may, with the consent of a 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 an adjourned Meeting other than business which could properly have been transacted at the Meeting had the adjournment not taken place. When a Meeting is adjourned fourteen days or more, at least seven clear days of notice shall be given to Members in writing specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give such notice.

5.05 A resolution put to the vote of a Meeting shall be decided on a show of hands by those present in person and entitled to vote unless before, or on the declaration of the result of the show of hands, a poll is demanded by the Chair or the representatives of any three Members then present in person.

5.06 Unless a poll is duly demanded a declaration by the Chair that a Resolution has on a show of hands been carried or carried unanimously, or by a particular majority or lost, not carried by a particular majority and an entry to that effect in the minutes of the proceedings of the Meeting shall be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

5.07 A poll should be taken in such manner as the Chair directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

5.08 A poll demanded on the election of the Chair or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chair directs. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded.

5.09 A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting as which he/she was present or (being corporations or unincorporated associations by their duly authorised representatives) shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.

5.10 On a poll, votes may be given either personally or by proxy.

5.11 The instrument appointing the proxy shall be in writing and in the form of that authorised by the Membership under clause 4.06 above. A proxy must be a member of CoPI.

5.12 The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some way approved by the Management Committee shall:

a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote: or,

b) in the case of a poll be deposited not less than 24 hours before the time appointed for the taking of the poll, and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

5.13 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

5.14 A vote given or poll demanded by proxy or the duly authorised representative of the Organisation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Organisation at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of the poll taken otherwise than on the same day as the meeting or adjourned meeting), the time appointed for taking the poll.

5.15 If the Chair of the Council considers that a matter:

a) requires an early decision by the Membership, or

b) is of such a nature that a decision may be reached equitably by a postal ballot of the Members

she/he may instruct the Secretary to conduct a postal ballot.

6. GENERAL MEETINGS AND ANNUAL GENERAL MEETINGS

6.01 An Annual General Meeting shall be held in every year at such time and place as may be determined by the Executive Board but so that not more than fifteen months shall elapse between the holding of any two successive AGMs, with the exception that the second Annual General Meeting may be held not more than seventeen months after the first in order to allow sufficient time for preparation of annual accounts after the end of the financial year.

6.02 The Executive Board may convene an Extraordinary General Meeting whenever it thinks fit. Extraordinary General Meetings shall also be convened by any five Members of CoPI having the right to attend and vote at a Members’ Meeting. At an Extraordinary General Meeting the Members of CoPI may deal with any business whatsoever relating to the affairs of the Membership.

6.03 At least 21 clear days notice shall be given in writing by the Honorary Secretary to each Member of each Annual General Meeting or Extraordinary General Meeting (herein after called a General Meeting).

6.04 Members of CoPI may attend all General Meetings. Other organisations as agreed by the Executive Board may attend as observers.

6.05 At the Annual General Meeting the Members of CoPI shall:

a) receive an annual review of the work of CoPI and this shall include statistical information and an audited statement of accounts;

b) elect a Chair, Vice-Chair, Honorary Secretary and Honorary Treasurer from among the Members of CoPI. The Chair and the Honorary Officers shall hold office until the conclusion of the Annual General Meeting next after their election but shall be eligible for re-election PROVIDED THAT no Honorary Officer shall hold office for more than three further consecutive years;

c) elect the Executive Board for the forthcoming year;

d) determine subscription rates and contributions to be invited;

e) appoint auditors;

f) transact any other business as required.

7. THE HONORARY OFFICERS

7.01 The Honorary Officers of CoPI shall consist of:

a) the Chair

b) the Vice-Chair

(c) the Secretary

d) the Treasurer

7.02 The Honorary Officers shall be nominated by Members and appointed at the Annual General Meeting from amongst the representatives of the Membership.

8. THE EXECUTIVE BOARD

8.01 The Executive Board shall consist of the four Honorary Officers, the Executive Secretary plus three members elected from the Membership who shall serve for not longer than a three year period. In the first instance they shall be elected for one year, two years and three years respectively in order to ensure a regular change in the Board.

8.02 The Executive Board shall meet not less than four times a year.

8.03 The initial meeting of the Executive Board shall be held no later than 30^th June 1997.

9. POWERS OF THE EXECUTIVE BOARD

9.01 The Executive Board shall be authorised by the Members of CoPI generally to manage the affairs of CoPI and to act on its behalf, including:

a) in the name of CoPI engaging or employing an Executive Secretary and other personnel, consultants or advisers as requisite to the promotion of the object of CoPI;

b) receiving monies and incurring such expenditure as may be necessary for the work of CoPI;

c) approving applications for Membership.

d) appointing sub-committees as required to further the work programme;

e) appointing representatives to other bodies as required;

f) Co-opting Members

g) agreeing observers at Members’ Meetings.

9.02 The business of CoPI shall be managed by the Executive Board who may pay all such expenses for and preliminary and incidental to the promotion, formation, establishment and registration of CoPI as they think fit. They may exercise all such powers of CoPI and do on behalf of CoPI all such acts as may be exercised and done by CoPI and that are not required to be done by Members’ Meetings, and no regulation or provision made by CoPI in Members’ Meetings shall invalidate any prior act of the Executive Board which would have been valid if such a regulation or provision had not been made.

9.03 The continuing members of the Executive Board may act notwithstanding any vacancy in their body, provided always that in case the members of the Executive Board shall at any time be reduced in number to less than the minimum number prescribed by or in accordance with this constitution it shall be lawful for them to act as the Executive Board for the purposes of filling up vacancies in their body or of summoning an Executive Board Meeting or a meeting of the Council but not for any other purpose.

9.04 The Executive Board may from time to time also appoint a temporary substitute from the Membership for the Honorary Secretary and any person so appointed shall for the purposes of this constitution be deemed during the term of his/her appointment to have the powers of the Honorary Secretary.

9.05 The Executive Board may, at any time and from time to time, appoint from the membership any person to be a member of the Executive Board and may remove any member of the Executive Board so appointed provided that the number of members of the Board shall not at any time exceed the maximum number (if any) fixed or in accordance with this constitution. A member of the Executive Board so appointed shall hold office only until the following Annual General Meeting. If not reappointed at such Annual General Meeting she/he shall vacate office at the conclusion thereof.

9.06 A member of the Executive Board may, save as provided in any written contract with him/her to the contrary, at any time give notice in writing to CoPI of her/his wish to resign and on service of such notice on CoPI he/she shall ipso facto vacate her/his office of Member of the Executive Board. Such notice shall take effect at such date (not being a date earlier than the date of the notice) as shall be specified therein or in default upon lodgement thereof at the office of the Honorary Secretary.

10. DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE EXECUTIVE BOARD

10.01 The office of a member of the Executive Board shall be vacated if:

a) he/she becomes bankrupt or makes an arrangement or composition with her/his creditors generally; or

b) he/she becomes incapable by reason of mental disorder : or

c) she/he resigns office by notice to CoPI; or

d) he/she is removed by a Resolution of the Membership; or

e) she/he for more than twelve consecutive months have been absent without permission of the Executive Board from Meetings of the Executive Board held during that period and the Executive Board resolve that his/her office be vacated.

11. PROCEEDINGS OF THE EXECUTIVE BOARD

11.01 Subject to the provisions of this constitution, the Executive Board may regulate their proceedings as they see fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chair of the Meeting shall have a second or casting vote. The quorum necessary for the transaction of business at a meeting of the Executive Board shall be four of the members of the Executive Board. If within half an hour from the time appointed for the Meeting a quorum is not present the Meeting shall stand adjourned till the same day in the next week at the same time and place or to such later time and place as the Members of the Executive Board present may determine, and if at the adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting, the Members of the Management Committee present shall be a quorum.

11.02 The Executive Board or the Chair of the Council may, and on the request of any three members of the Council shall, at any time summon a meeting of the Council.

12. SUB-COMMITTEES

12.01 The Executive Board may appoint Sub-Committees as required to handle issues needing research and investigation and shall have power to dissolve such Sub-Committees.

12.02 The Chair and members of each Sub-Committee shall be chosen from among the representatives on the Membership but each Sub-Committee may co-opt appropriate specialists as it requires. The Chair and Officers of the Executive Board may attend the Meetings of any Sub-committees.

12.03 The Chair of each Sub-Committee shall preside at each meeting of the Sub-Committee and shall decide its procedures and all other matters relating to the conduct of its business. They need not be members of the Executive Board.

12.04 The Sub-Committees shall report to the Executive Board.

13. SECRETARIAT

13.01 The Honorary Secretary shall be responsible for convening Members’ Meetings and Executive Board Meetings.

13.02 The Honorary Secretary shall prepare agendas and produce proper minutes of all Members’ Meetings and Meetings of the Executive Board and of all business transacted at such meetings. Any such minute of any meeting, if signed by the Chair of such meeting, or by the Chair of the next succeeding meeting, shall be conclusive evidence without giving further proof of the facts therein stated.

13.03 Agenda, minutes and papers shall be circulated at least fourteen days in advance of any meeting of the Members and at least fourteen days in advance of any meeting of the Executive Board except that any paper circulated less than fourteen days in advance of any meeting of the Executive Board may, with the unanimous agreement of the members present, be considered at any quorate meeting of the Executive Board. Agenda, minutes and papers shall be circulated at least 21 days in advance of any Annual General or Extraordinary General Meetings to allow time for members to consult their organisations.

13.04 Sub-Committees shall provide their own secretariats.

14. FINANCE

14.01 All monies raised by or on behalf of CoPI shall be applied to further the objective of CoPI and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of CoPI or the repayment of reasonable out-of-pocket expenses as stated in 16.01 below.

14.02 The Honorary Treasurer shall keep proper accounts of the finances of CoPI.

14.03 The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.

14.04 An audited statement of the accounts for the last financial year shall be submitted by the Executive Board to the Annual General Meeting.

14.05 The financial and accounting years of CoPI shall be from 1st April to 31^st March.

14.06 A bank account shall be opened in the name of CoPI at such bank as the Executive Board shall from time to time decide. The Executive Board shall authorise in writing appropriate members to sign cheques on behalf of CoPI.

15. FUNDING

15.01 CoPI shall raise finance by means of annual contributions and subscriptions which shall be ratified at the Annual General Meeting.

15.02 CoPI shall also raise sponsorship and other finance for specific activities as agreed by the Executive Board.

16. EXPENSES

16.01 Any expenses of Members shall be a charge on the funds of the organisation which they represent with the following exceptions:

a) reasonable out-of pocket and travel expenses shall be paid to all Executive Board members to attend Executive Board and Members’ Meetings (except the Annual General Meeting), and any other meetings that the Executive Board sees fit;

b) expenses incurred by members of Sub-Committees in connection with their committee responsibilities shall be paid by CoPI at the discretion of the Executive Board

17. AMENDMENT TO THE CONSTITUTION

17.01 Any alteration of this constitution shall be effected by a resolution approved at a General Meeting by two-thirds of the Members of CoPI having a right to attend and vote.

18. INDEMNITY

18.01 Without prejudice to any indemnity to which a member of the Executive Board may otherwise be entitled, every member of the Executive Board or other officer or auditor of the Organisation shall be entitled to be indemnified by the members of the Organisation against any liability incurred by him/her in defending any proceedings, whether civil or criminal, in which Judgement is given in her/his favour or in which he/she is acquitted or in connection with any application in which relief is granted to her/him by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the organisation, and against all costs, charges, losses, expenses or liabilities incurred by her/him in the execution and discharge of his/her duties or in relation thereto.

19. DISSOLUTION

19.01 If the Membership by a two-thirds majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve CoPI it shall call a meeting of all Members who have the power to vote, of which meeting not less than 21 days notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a resolution passed by a two-thirds majority of those present and voting at such a meeting, then CoPI shall cease and the Executive Board shall have the power to dispose of any assets held by or on behalf of CoPI. Any assets remaining after the satisfaction of any proper debts and liabilities shall be transferred to a charity nominated by the Members of CoPI, which has purposes the same as, or similar to, those of CoPI.

20. NOTICES

20.01 Any notice or any other document to be served upon a Member shall be served either personally or by facsimile, first class post or email to the Member at his/her address as notified to the Honorary Secretary. A notice or other document shall be deemed to have been served after the expiration of one business day in the cases of notices sent by facsimile or email and two working days in the case of first class post.

20.02 The signature to any notice to be given by CoPI or by any officer of CoPI may be written or printed.

20.03 A member of CoPI present either in person or by proxy at any Meeting of CoPI shall be deemed to have received notice of the Meeting and where requisite for the purposes for which it was called.

21. REGULATIONS

21.01 The Membership shall have power from time to time in general meeting to make, appeal or alter regulations and standing orders as to the management of CoPI and the affairs thereof and to the conduct of the business of the Executive Board. In the event of any conflict the Constitution will prevail.

22. SCRUTINEERS

22.01 The Council at the Annual General Meeting shall appoint scrutineers not exceeding four in number.

COPI is a coalition working to encourage the development of an information and communications infrastructure which will enable full participation in social, economic and democratic activity.