[A public meeting was held at 17:45 on Tuesday 15 May 2012, at The Orkney Club, Shore St, Kirkwall, Orkney. Seventeen people present at the meeting agreed to consititute the Orkney ICT Forum, in terms of the constitution below. Eleven other people had previously expressed an interest in becoming members of the Forum, when constituted. A video of the meeting can be found here: http://bambuser.com/v/2647864.

The following office-bearers and management committee members of the Orkney ICT Forum were elected:

Chair - Steven Heddle
Vice-Chair - Roderick McLeod
Treasurer - David Aim
Secretary - Sweyn Hunter
Additional management committee members - Andy Binnie-Douglas and Malcolm Marwick

The constitution which had been adopted was signed by the Chair and the Treasurer.

The management committee met for the first time at 17:00 on Monday 28 May 2012, at The Reel, Broad Street, Kirkwall]

Orkney ICT Forum

Consititution

Adopted 15-MAY-2012

Name of the organisation

The name of the organisation shall be The Orkney ICT Forum.

Aims and/or Objectives

Constituted in May 2012, the Orkney ICT Forum emerged from a free subscription mailing list of the same name which operated from around 2005, and whose members arranged events in Orkney of general interest to ICT and related professionals.

The aim of the Orkney ICT Forum is to facilitate collaboration so that those involved in Orkney in web development, and in the provision of ICT and social media services (and related communications and technology services) can take action collectively to

share news, ideas and best practice
identify common goals and problems
pool resources, where appropriate, to organise events and projects to the benefit of the members of the Orkney ICT Forum and/or the communities of Orkney
co-operate on the provision of training and professional development opportunities to the benefit of its members and/or the communities of Orkney
provide mutual professional support

The objectives of the Orkney ICT Forum are:

to develop a shared understanding of the contribution of web development, ICT and social media (and related communications and technology services) to the sustainable economic growth of Orkney, and to facilitate collaboration in the use of these services in the development of high value solutions to complex public sector, industrial, commercial and third sector problems in Orkney;
to facilitate collaboration in order to increase digital participation in the provision of public services in Orkney, and in the provision in Orkney of commercial and third sector services, including (where appropriate) encouraging the involvement of service users in designing services
to identify barriers that need to be overcome to enable the communities of Orkney to maximise the contribution of web development, ICT and social media services (and related communications and technology services) across the public, private and third sectors;
to consult its members, and other relevant public, private and third sector organisations and individuals on how to achieve its aims and objectives
to raise awareness amongst its members, and other relevant organisations and individuals, of local, regional, national and international events and developments related to its aims and objectives
to contribute where appropriate to local, regional, national and international consultation exercises which might be relevant to its aims and objectives
to seek sources of funding for, and opportunities for collaboration in, the provision of training other opportunities for the professional development of its members, and to organise and administer the delivery of such training and opportunities, as appropriate
to organise occasional events to allow its members to network and to provide mutual professional support
to take other appropriate actions which will contribute to its aims and objectives

Powers

The Orkney ICT Forum will have the following powers, which shall be exercised through decisions of the Management Committee or its delegates, or through decisions of a properly constituted AGM or SGM:

to raise funds
to employ staff (including but not limited to seconding or employing for a specified period any member or other person)
to lease/hire or purchase property
to take out insurance
to contract with other organisations or individuals for the supply of good or services to or by the Orkney ICT Forum
to liaise with and agree to act jointly with other organisations to further the aims and objectives of the Orkney ICT Forum

None of these powers shall be exercised in any manner or to any purpose other than to further the aims and objectives of the Orkney ICT Forum.

Membership

The following persons and organisations shall be eligible to be members of the Orkney ICT Forum:

Orkney-based individuals engaged in the provision of web development, ICT or social media services (or other related communications and technology services)
other individuals engaged in the provision of web development, ICT or social media services (or other related communications and technology services), whose employment or undertakings involve the provision of such services in Orkney
any other individual person who is deemed likely to contribute to the aims and objectives of the Orkney ICT Forum
Orkney-based organisations (including but not limited to limited companies, limited partnerships, community organisations and partnerships) offering the web development, ICT or social media services (or related communications and technology services)
other organisations offering web development, ICT or social media services in Orkney
any other organisation which is deemed likely to contribute to the aims and objectives of the Orkney ICT Forum

Membership shall be open to individuals irrespective of their employment status, and irrespective of whether they operate in any or all of the the private, public and third sectors.

Applications for membership of the Orkney ICT Forum shall be made by email or other effective written means to the Secretary or Chair of the Orkney ICT Forum, in such form as may from time to time be decided by the Management Committee or by a properly convened AGM or SGM.

No application for membership of the Orkney ICT Forum will unreasonably be rejected.

Applications for membership by organisations shall nominate one person (and one substitute person) to represent the organisation in all matters related to the organisation's membership of the Orkney ICT Forum. Each organisational member of the Orkney ICT Forum shall have one vote at any AGM or SGM, which shall have the same weight as the vote of an individual member. Organisational members shall have the right (through the organisation's nominated representative) to nominate any person for election to the Management Committee or as any office-bearer whether or not that person is an individual member of the ICT Forum.

On receipt of an application for membership, the Secretary and Chair shall, as soon as reasonably practicable, consult on whether or not the applicant is eligible for membership. If the Secretary and Chair have no reasonable doubt about eligibility, the application shall be accepted, and the applicant informed in any terms agreed from time to time by the Management Committee or by a properly convened AGM or SGM..

If, after consulting with each other, the Secretary and Chair have any reasonable doubt about eligibility in respect of any application for membership, the Secretary shall put the application for membership before the Management Committee (by email or other effective means) as soon as reasonably practicable for the application to be accepted or rejected.

Upon acceptance of any application for membership, the applicant shall be informed as soon as reasonably practicable, in any terms agreed from time to time by the Management Committee or by a properly convened AGM or SGM. If at the time of the application a membership fee applies in respect of the applicant, membership shall commence when the membership fee is credited to the Orkney ICT Forum's bank account by electronic transfer, on receipt by the Secretary or Treasurer of a cash payment of the relevant amount, or on the day a cheque for the appropriate amount is cleared by the applicants bank; otherwise membership shall commence when the applicant is informed that their application has been accepted.

Upon rejection of any application for membership, the applicant shall be informed of the fact of and the reasons for rejection as soon as reasonably practicable, and in any terms agreed from time to time by the Management Committee. The applicant will also be informed that the Orkney ICT Forum will accept any reasonable representation from the applicant as to why the application should be accepted, and will reconsider the application according to criteria and procedures agreed by the Management Committee or by a properly convened AGM or SGM.

No application for membership of the Orkney ICT Forum shall be accepted from any individual person under the age of 16 years. No person under 16 years of age shall be nominated to represent any organisational member.

Membership of the Orkney ICT Forum will cease upon email (or other effective written notice) of resignation to the Secretary from an individual wishing to resign, or from an authorised representative of an organisation wishing to resign. Membership of the Orkney ICT Forum will cease if, for any reason, the Management Committee decides that continued membership by any individual or organisation is likely to bring the Orkney ICT Forum into disrepute; in the case of any withdrawal of membership, the applicant will also be informed that the Orkney ICT Forum will accept within 14 days any reasonable representation from the member concerned as to why membership should not be withdrawn, and will consider any such representations according to criteria and procedures recommended from time to time by the Management Committee to and agreed by a properly convened AGM or SGM. In the case of any such decision by the Management Committee to withdraw membership, membership of the Orkney ICT Forum will cease at the end of the 14th day after the decision is taken, or immediately after any representations from the member concerned are considered and decided upon by the Management Committee.

At the date of adoption of this constitution, there shall be no fee for membership of the Orkney ICT Forum. Before each AGM, the Management Committee shall review any requirement for a membership fee to be levied, and shall make recommendations to each AGM on whether membership fees should apply, and (if so) on the level or levels of such membership fees for individual members, and for member organisations of various types and size. The AGM shall consider and decide upon the recommendations of the Management Committee. Any membership fees payable will be due on the date of the AGM at which they are approved. Different levels of membership fee shall only be set for different categories of individual members and of of organisational members if such differences are based on objective, non-discriminatory criteria.

The membership benefits in respect of individual members (and of directors, partners, employees, members and other individuals associated with organisations) accepted as members of the Orkney ICT Forum shall be as decided from time to time by the Management Committee or a properly convened AGM or SGM.

Meetings

Management Committee Meeting

The Secretary shall arrange for meetings of the Management Committee of the Orkney ICT Forum to take place, as specified from time to time by decision of the Management Committee or properly convened AGM or SGM. A meeting of the Management Committee shall be quorate only if BOTH at least 2 office-bearers are present, AND at least 4 committee members or one third of the members of the Management Committee (whichever is the greater number) are present.

Any Management Committee member having a direct financial or similar interest in any agenda item shall declare that interest, and leave the meeting for the duration of that agenda item. The Management Committee member shall not take part in any discussion of such an agenda item, or in any vote relating to it. This paragraph shall also apply to any Management Committee member representing an organisational member with such a direct financial or similar interest in any agenda item.

Whenever possible, meetings of the Management Committee shall be chaired by the Chair. If the Chair is unavailable through absence or declaration of interest, the chair shall be taken by the Vice-Chair. If both the Chair and Vice-Chair are unavailable, the Secretary (failing whom any other office-bearer) shall take the chair in order to elect a chair for any part of the meeting for which the Chair and Vice-Chair are unavailable.

The Secretary will consult with the Chair as to which agenda items should be included on the agenda for each Management Committee meeting, and shall normally circulate (by email or other effective written means) to Management Committee meeting members a list of agenda items to be considered at any meeting 5 days in advance of the meeting. Additional items may be included on the agenda after this point at the discretion of the person chairing the meeting, in consultation with the Secretary. The person chairing any meeting shall have discretion to vary the order in which agenda items are considered.

Where a decision of the Management Committee cannot be reached by consensus, a vote shall be taken. Each member of the Management Committee shall have one vote, with the person chairing the meeting having an additional casting vote if the votes for and against any proposal are equal in number. The person chairing the meeting shall be under no obligation to exercise the casting vote; if the person chairing the meeting declines to use the casting vote, then the proposal under consideration shall not be agreed by the Management Committee, and the status quo ante shall prevail.

Annual General Meeting

The Management Committee shall organise annually an Annual General Meeting (AGM) of the Orkney ICT Forum, not sooner than 10 months nor later 14 months after the date of than the date of adoption of this constitution or the immediately previous AGM, whichever is later.

Members shall be invited by email to attend the AGM, at least 14 days in advance of the date of the meeting. The AGM shall also be advertised in Orkney according to arrangements decided from time to time by the Management Committee, or by a properly convened AGM or SGM.

Any additional items of business proposed for the AGM shall be submitted to the Secretary by email (or by other effective written means) not later than 5 days before the date of the meeting, and shall be included on the agenda for the AGM. Proposed items of business submitted later than this shall only be accepted at the discretion of the person chairing the meeting, in consultation with the Secretary.

If there are fewer than 25 members of the Orkney ICT Forum at the advertised time of the meeting, the AGM shall not be quorate unless, within 15 minutes of the advertised time of the meeting (or such longer time as the Chair or Vice-Chair deem reasonable), 5 members are present (in the case of individual members) or represented (in the case of organisational members). If there are 25 or more members of the Orkney ICT Forum, an AGM shall not be quorate unless, within 15 minutes of the advertised time (or such longer time as the Chair or Vice-Chair deem reasonable) at least one fifth of the members of the Orkney ICT Forum are present (in the case of individual members) or represented (in the case of organisational members). Individual members who are also nominated representatives of member organisations may (if the individual member wishes) represent both themselves and any such member organisation, and shall count in their own right, and additionally as the representative of any such member organisation, in determining whether a quorum has been reached. Individual members who are also nominated representatives of member organisations may vote both on their own behalf and, additionally, on behalf of their organisation on any question.

Arrangements for chairing the AGM shall be similar to the those for chairing a meeting of the Management Committee.

Arrangements for voting on proposals put to the AGM (including the use by the person chairing the meeting of a casting vote) shall be similar to those for voting on proposals put to a meeting of the Management Committee.

Each individual member (and the nominated representative of each organisational member) of the Orkney ICT Forum will have the right to address the AGM and to vote on any proposal put to the meeting, on condition that the relevant membership fee in respect of that member, for the year ending on the date of AGM, shall have been paid in full prior to the start of the meeting; if any such membership fee has not been paid in full by that time, then the member shall not be entitled to address the AGM or to vote.

Any individual member having a direct financial or similar interest in any agenda item shall declare that interest, and leave the meeting for that agenda item. The member shall not take part in any discussion of such an agenda item, or in any vote relating to it. These provisions shall also apply to any representative of any member organisation with a direct financial or similar interest in any agenda item, or where the organisational member has any such direct financial or similar interest in the item.

The agenda for the AGM of the Orkney ICT Forum shall be:

1. Welcome, attendance and apologies

2. If the Chair and Vice-Chair are unavailable, election of a chair for the meeting

3. Any urgent items of business accepted for consideration by the person chairing the meeting, and requiring to be considered before items 4-9.

4. Annual Report from the Chair and/or Vice-Chair

5. Treasurer's Report

6. Consideration of the recommendations of the Management Committee on any requirement for, and the levels of, membership fees

7. Election of office-bearers

Chair
Vice-Chair
Secretary
Treasurer
Other office-bearers

8. Election of additional members of Management Committee

9. Appointment of Auditors, or of a person to act as Independent Examiner of Accounts

10. Any other competent business:

raised by the outgoing Committee,
submitted within the notice period specified above by any member
otherwise accepted for consideration by the person chairing the AGM

The person chairing the AGM shall have discretion to vary the order in which agenda items are considered, except that items 4 to 9 shall be considered in the order specified.

Special General Meeting (SGM)

A Special General Meeting of the Orkney ICT Forum shall only be held by the Secretary if either of the following conditions are met:

if the Management Committee decides an SGM is required; or,
if 15 individual members and/or organisational members, or one third of the total number of individual and organisational members, whichever is the lesser number, make a request by email or in other effective written form to the Secretary or Chair that an SGM be held

Upon receipt of notice of a decision of the Management Committee, or the requisite number of requests from members, the Secretary, in consultation with the Chair, shall arrange for an SGM to be held within 21 days, or as soon as reasonably practicable thereafter.

Invitations to members to attend, and advertising of any SGM shall be similar to those specified in respect of an AGM.

Arrangements for submission of agenda items for any SGM, and acceptance of items submitted in advance or at the time of the meeting, shall be similar to those specified in respect of an AGM.

Quorum arrangements for any SGM, and arrangements for representation of organisational members at any SGM shall be a similar to those specified in respect of an AGM.

Arrangements for chairing the AGM shall be similar to the those specified in respect of a meeting of the Management Committee.

Arrangements for voting on proposals put to the AGM (including the use by the person chairing the meeting of a casting vote) shall be similar to those specified in respect of a meeting of the Management Committee.

Each individual member (and the nominated representative of each organisational member) of the Orkney ICT Forum will have the right to address the SGM and to vote on any proposition put to the meeting, on condition that the relevant membership fee in respect of that member, for the year in which the date of SGM is held, shall have been paid prior to the start of the meeting; if any such membership fee has not been paid in full by that time, then the member shall not be entitled to address the SGM or to vote.

The agenda for an SGM of the Orkney ICT Forum shall be:

1. Welcome, attendance and apologies

2. If the Chair and Vice-Chair are unavailable, election of a chair for the meeting

3. Any other competent business:

raised by the Committee,
submitted within the notice period specified above by any member
otherwise accepted for consideration by the person chairing the SGM

The person chairing the SGM shall have discretion to vary the order in which agenda items are considered.

Management Committee

Management of the Orkney ICT Forum will be effected by a Management Committee.

There shall be elected at each AGM the following office-bearers, which shall be ex officio members of the Management Committee:

Chair
Vice-Chair
Secretary
Treasurer
Up to 3 additional office-bearers deemed necessary from time-to-time by a decision of an AGM or SGM

Each AGM shall decide how many additional Management Committee members shall be elected, such number to be not fewer than 2 and not more than 4, and shall elect that number of additional Management Committee members.

If no nominations are received at the AGM in respect of any office-bearer post, or if an insufficient number of nominations are received in respect of additional Management Committee members, then the Management Committee shall have the power to co-opt from among the members of the Orkney ICT Forum such office-bearers or additional Management Committee members as may be required, according to procedures decided from time to time by a properly convened AGM or SGM.

The Management Committee, or any properly convened AGM or SGM, may constitute, determine the membership of, and set terms of reference for such special-purpose or standing sub-committees of the Management Committee as may be required. The terms of reference for any such sub-committee may include the delegation of any specific decision-making or executive power. The Management Committee, or any properly constituted AGM or SGM, may vary the membership, terms of reference or delegated authority or any such sub-committee at any time, and may wind up any such sub-committee at any time.

The membership of any sub-committee shall include not less than 2 members of the Management Committee among its membership. Any sub-committee may include among its membership any individual member of the Orkney ICT Forum, or any representative of an organisational member, on condition that the number of members of the sub-committee who are members of the Management Committee shall be greater than the number of members of the sub-committee who are not members of the Management Committee.

No employee of the Orkney ICT Forum shall be eligible to be an office-bearer or member of the Management Committee. Any such person being appointed as an employee shall be deemed to have resigned their membership of the Management Committee (and any other office of the Orkney ICT Forum) at the moment their contract of employment is agreed.

Arrangements for resignation from the Management Committee shall be similar to the arrangements for resigning membership of the Orkney ICT Forum. If, between AGMs, any vacancy arises on the Management Committee or in respect of any office-bearer post, such vacancy shall be filled by co-opting from among the individual members of the Orkney ICT Forum, or otherwise as decided by the Management Committee or properly convened AGM or SGM.

Finance

The Orkney ICT Forum shall raise funds and apply those funds only to further the aims and objectives of the organisation.

One or more bank accounts in the name of the Orkney ICT Forum shall be maintained as the Management Committee shall from time to time decide. The Management Committee shall authorise in writing the Chair, Vice-Chair, Secretary and Treasurer to sign cheques and to authorise electronic payments on behalf of the Orkney ICT Forum; all cheques and electronic payments must be signed or otherwise authorised by two of these office-bearers. The two individuals authorising any cheque or electronic payment shall not be close family relatives, nor shall they be spouses or civil partners of each other.

The first financial year in respect of the Orkney ICT Forum shall begin on the date this constitution is adopted, and shall end on 31 March that year, or the following year (whichever is the sooner). The second and subsequent financial years in respect of the Orkney ICT Forum shall begin on 1 April and end on 31 March.

The Treasurer shall keep account of all income and expenditure, and shall report regularly to the Management Committee on all significant financial matters affecting the Orkney ICT Forum. The accounts shall be made available for inspection at any reasonable time by any member of the Management Committee, or by the auditors, or independent examiner of accounts, appointed at the Annual General Meeting.

As soon as reasonably practicable following the end of each financial year, the Treasurer shall submit to the Management Committee a draft statement of accounts for the previous financial year, in such form as may be required by law or by decision from time to time by a properly convened AGM or SGM. The Treasurer will then arrange for the the accounts for that year to be audited, or examined by the independent examiner of accounts, and available for scrutiny and consideration by the AGM.

Alterations to the Constitution

This constitution shall be changed only by decision of a properly convened AGM or SGM, and only where notice of the proposed change to the constitution has been given by email or other effective written means to all members at least 7 days in advance of the date of the AGM or SGM.

No proposed change to this constitution shall be agreed unless at least 2 thirds of the members present and voting at the meeting considering the proposed change shall vote for the proposed change.

If and when the Orkney ICT Forum achieves charitable status, no subsequent change shall be made to this consititution that may result in that status being removed.

Dissolution

The Orkney ICT Forum shall not be dissolved unless a proposal to dissolve the organisation is put to a properly convened AGM or SGM, and is agreed to by 2 thirds of the members present and voting, and where notice of any such proposal has been given by email or other effective written means to all members at least 7 days in advance of the date of the AGM or SGM. Any meeting which agrees to a proposal to dissolve the Orkney ICT Forum shall also consider how any remaining assets of the organisation should be distributed; in such circumstances, the assets of the Orkney ICT forum shall only be distributed to organisations as whose charitable status, aims and objectives are similar to those of the Orkney ICT Forum.

If a proposal to dissolve the Orkney ICT Forum is properly considered and agreed to, the Management Committee shall settle any outstanding debts and liabilities of the organisation, and dispose of any remaining assets held by or in the name of the organisation, in accordance with the any terms of the decision to dissolve the organisation.

Adoption of the Constitution

This constitution was adopted by the first general meeting of the Orkney ICT Forum which was held at The Orkney Club, Shore Street, Kirkwall, Orkney at 17:45 on 15 May 2012.

Signature: [Signed]
Name: Steven Heddle (Chair) 15/5/12

Signature: [Signed]
Name: David Aim (Treasurer)

Constitution of the Orkney ICT Forum