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Constitution

1 NAME

The name of the Association will be MERLIN (Members, Enthusiasts and Revolutionaries of Legend INternet) hereinafter referred to as `the Association'.

2 AIM

To bring together subscribers to Legend Internet for mutual help, support and encouragement in using all the facilities provided on the Internet for non-commercial purposes only

3 OBJECTS

The objects of the Association shall be:-

To co-operate with Legend Internet in providing services to individuals and organisations.

To establish or co-operate in the establishment of an Internet domain for the use of its members.

To establish or co-operate in the establishment of a World Wide Web site for the use of its members.

To provide or co-operate in providing electronic mailing lists, newsgroups, ftp sites and other such similar facilities for the use of its members.

To educate individuals and organisations in the use of the Internet

To provide or to secure the provision of appropriate software and hardware (whether on a commercial basis or otherwise) for its members.

To publish or secure the publication, either by electronic media or otherwise, of information relevant to the use of the Internet or other similar means of communication.

To develop, or co-operate in securing the development of any other form or forms of electronic communication media.

To arrange or co-operate in the arrangement of exhibitions, displays, conferences or such other events as shall further the objects of the Association.

To co-operate with other associations and bodies with similar aims.

4 POWERS

In furtherance of the above aims and objects, but not otherwise, the Association shall have the power:-

To raise such money either in the form of grants, by donation, subscriptions or otherwise as shall be necessary to carry out its aim and objects.

To employ such staff, either paid or unpaid, as shall be deemed necessary, and to determine the remuneration of such staff.

To enter into agreements with other bodies (on a commercial basis or otherwise) for the provision of such goods and services as shall, in the opinion of the Executive, be of benefit to its members.

To associate with any other organisation with aims and objects similar all or any one of its own.

To appoint not less than three Trustees or a Trust Corporation to hold assets or real property on behalf of the Association, and to determine the terms of such a trust or trusts.

To do all such other things as shall be necessary to fulfil the aim and objects of the Association.

5 MEMBERSHIP

Membership is open, on an individual or group basis, irrespective of gender, sexual orientation, nationality, race, colour, or political affiliation to all subscribers to Legend Internet.

Membership shall be of two kinds.

a) Individual Membership

Individuals who are subscribers to Legend Internet, and who subscribe to the aims of the Association, who have completed a Membership Application, and paid such subscriptions as the Executive shall from time to time determine.

b) Group Membership

Organisations who are subscribers to Legend Internet, and who subscribe to the aims of the Association, who have completed a Membership Application, and paid such subscriptions as the Executive shall from time to time determine.

All members shall be entered on the Electoral Roll of the Association. Only members on the Electoral Roll are eligible to vote at General Meetings, and on such issues as are referred to the membership by the Executive. Each Individual member and each Group member shall have one vote only. Group members must signify to the secretary the name of the individual who is represent them at meetings.

The Electoral Roll will be reviewed on an annual basis, not more than 28 days or less than 14 days before the Annual General Meeting.

6 CONDUCT OF MEMBERS

It shall be a condition of membership that members at all times conduct themselves in a reasonable manner (whether present in person or via electronic means) at meetings or in premises used by the Association. Any member may have their membership withdrawn for breach of this condition, or for any other conduct contravening the objects of the Association, by a majority of those present and voting at any Executive or General Meeting. Any member so excluded shall have a right to appeal to the following General Meeting.

7 CONDUCT OF BUSINESS

The business of the Association shall be conducted by an Executive consisting of members elected at each Annual General Meeting, and appointed or co-opted as follows in paragraphs 8, 9 and 10.

8 ELECTED MEMBERS OF THE EXECUTIVE

The elected members of the Executive shall consist of a Chairperson, Treasurer and Secretary, and not less than 6 or more than 9 members. One of the three officers (Chairperson, Treasurer, Secretary) plus one third of the remaining Executive Members shall stand for election in each consecutive year. All retiring Executive members are immediately eligible for re-election.

9 EX-OFFICIO MEMBERS OF EXECUTIVE

Up to two representatives of Legend Internet may be appointed ex-officio onto the Executive. Ex-officio representatives shall have the right to vote on all issues concerning the Executive.

10 CO-OPTED MEMBERS OF THE EXECUTIVE

The Executive shall have the power to co-opt up to 3 or 25% of its number, whichever shall be the less, additional members with the agreement of a simple majority of the Executive. A co-opted member has the right to vote on any issues concerning the executive. Co-opted members shall serve until the following Annual General Meeting.

11 CASUAL VACANCIES

Any casual vacancy in the Executive may be filled by appointment of a member of the Association by a simple majority of the whole Executive voting at an ordinary meeting, and any person appointed to fill such a vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.

12 NOMINATIONS FOR ELECTION

Nominations for Officers or members of the Executive must be proposed and seconded by members of the Association in such a manner as shall be determined by the Executive, and by the person nominated must give their assent to being nominated. Nominations must be in the hands of the Secretary at least 7 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be made by ballot in the manner directed by the Chairperson. The proceedings of the Executive shall not be invalidated by any failure to elect, or any defect in the election, appointment or qualification of any member.

GENERAL MEETINGS

13 ANNUAL GENERAL MEETINGS

The Executive shall call an Annual General Meeting of the Association once each year. An Annual General Meeting of the Association shall be held at such time (not being more that 3 months after the end of the Associations financial year) and place as the Executive shall determine. Not less than 28 days notice of the Annual General Meeting shall be given to all full members.

At an Annual General Meeting, the Association shall have the power to decide, by a simple majority, that the next, and all subsequent Annual General Meetings shall be held by electronic means rather than in person, and determine standing orders by which this can be effected.

At this meeting:

a) The meeting shall approve the minutes of the previous Annual General Meeting.

b) Whenever necessary, consider proposals to alter the Constitution, in accordance with Clause 23.

c) The Executive shall present an annual report of the Association.

d) Sub-committees (if any) shall present an annual report and accounts of their activities.

e) The Executive shall present the accounts of the Association for the previous year which have been examined by an independent person deemed competent to do so.

f) the Officers and Executive for the next year shall be elected.

g) The independent examiner(s) for the accounts for the following year shall be appointed.

h) Any proposals submitted to the Secretary not less that seven days in advance of the meeting shall be discussed, and may, with the approval of a simple majority, either be put to the vote at that meeting or referred to the Executive for further discussion.

14 SPECIAL GENERAL MEETINGS

The Secretary shall call a Special General Meeting at the request of a majority of the Executive or on receipt of a petition assented to by not less than 15 members of the Association giving reasons for their request. The Secretary shall give not less that seven days notice of the holding of a Special General Meeting, which shall take place within 21 days of the receipt of the request or petition.

15 QUORUM AT MEETINGS

The quorum for all General Meetings shall be one-third of the membership or 15 members whichever is the less. In the event of the Annual General Meeting being inquorate, it shall be reconvened three weeks later and the quorum, on that occasion, will be those attending. The quorum for Executive meetings shall be one third of the Executive membership, or 4 members, which ever shall be the less, of which one at least shall be an officer of the association, and the majority shall be elected members.

THE EXECUTIVE

16 EXECUTIVE MEETINGS

Executive Meetings shall take place either in person or by such other means as shall be determined by the Executive. The Secretary shall give at least 7 days notice to all Executive members, giving the date, time, duration, location, and the proposed agenda for the meeting.

The Executive shall have the power to determine such standing orders as may be necessary for the proper conduct of its business.

Meetings of the executive shall normally be open, with the agenda, discussions and resolutions being published on a read-only mailing list or similar means, to which all members have access. The executive may determine, by a simple majority that a meeting or an item on the agenda of a meeting shall be closed.

17 VOTING AT EXECUTIVE MEETINGS

The Chairperson of the Executive (or in the absence of the Chairperson, such other person as shall be elected by the Executive members who have signified their attendance to chair that meeting) may call for a vote on any motion put to the meeting, and the call for votes shall specify the means by which voting will take place. Only those who have signified their presence before the vote is called for may participate in voting. The Secretary shall announce the results of any vote as soon as possible after voting is completed. All voting shall be by open ballot unless a secret ballot is previously agreed by a simple majority of those present and voting. A motion shall be deemed to have been passed if it receives a simple majority of those who have signified their attendance by the start of the voting.

18 SUB COMMITTEES

The Executive may appoint such sub-committees as may be required to carry out the activities of the Association. Such sub-committee shall be directly accountable to the Executive. The Executive shall agree in advance the terms of reference of any sub-committee, which may then act only within those terms. Any officer of the Executive shall have the right to sit on any sub-committee.

DUTIES OF OFFICERS

19 THE CHAIRPERSON

(Or in his/her absence such other Executive Member as the Executive shall decide) shall conduct the meetings of the Association.

20 THE TREASURER

Shall open and maintain a bank account or accounts in the name of the Association. All cheques and other instruments shall be signed by the Treasurer and one of two other Executive member mandated by the Executive as signatories.

The Treasurer shall keep proper accounts of income and expenditure and report on them or deliver them up to the Executive as required by the Executive or General Meeting (at least once a quarter). Such accounts shall be examined by an independent person who is a non-member of the Association appointed by the membership at the Annual General Meeting. The Associations financial year shall run from 1st January to 31st December.

21 THE SECRETARY

Shall be responsible for convening all meetings and giving the required notice to members.

Minute books (in electronic form or otherwise) shall be kept by the Association, the Executive, and all other sub-committees, and the Secretary shall enter in the minute books a record of all proceedings and resolutions and shall deliver up such record as required by the Executive or General Meeting. The Secretary shall permit the minutes to be examined on receipt of not less than 7 days notice by any 2 members of the Association.

The Secretary shall maintain a Register of members of the Association. The Executive may, at its discretion, appoint an Electoral Roll Officer to assist the Secretary in maintaining the Electoral Roll.

22 REPRESENTATION ON OTHER BODIES

Any member(s) or Officer(s) of the Executive delegated to represent the Association in consultation with any other body shall act on the instructions of the Association and shall report back to the following Executive or General Meeting, whichever is sooner.

23 ALTERATION TO THE CONSTITUTION

Any proposals to alter this Constitution must be submitted to the Secretary of the Association (with the assent of at least 15 full members of the Association) not less that 28 days before the General meeting at which it is to be discussed. Not less than 14 days notice shall be given of such a meeting, together with the wording of the proposed alteration(s). Any alteration shall require the approval of two-thirds of those present and voting at the meeting. No alterations shall be made to Clauses 2 and 24.

24 DISSOLUTION

If the Executive, or if a Executive no longer exists any ten members of the Association, decides by a simple majority that the Association should be dissolved, they shall give at least 14 days notice to all members of a meeting at which the matter shall be discussed. For the sole purpose of dissolution a quorum need not apply, and the Association may be dissolved by a two-thirds majority of those present. Any assets, financial or otherwise, donated by outside bodies, remaining when the Association has satisfied all its liabilities, shall be returned to the original donors, thereafter any remaining assets shall be applied for such purposes of in accordance with the aims and objects of the association as the meeting shall decide.

This Constitution was adopted at a meeting on the 14th March 1996 at 300 Leeds Rd, Windhill, Shipley, BD18 1EZ.

Signed Geoff Percival Date 14/3/96

Chairperson

Signed Julian Tankard Date 14/3/96

Secretary


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