Internet Watch Foundation

Constitution

• foster trust and confidence in the Internet among current and future Internet users;
• assist service providers to combat the abuse of their systems for the dissemination of criminal content; and
• assist law enforcement in the fight against criminal content on the Internet.

• IWF is controlled by a single Board of 10 members, comprising six non-industry members, three industry members, and an independent Chair.
• The non-industry members will be chosen by an open selection procedure managed by a panel of Board members comprising the Chair, representation from both non-industry and industry Board membership, and an independent person.  The Board Executive Committee will normally form the panel.
• In making its choice, the panel  will ensure that the Board has an appropriate balance of skills and experience and include members with expertise in child protection, criminal justice, technical matters and assessment of criminally racist material.
• Board representation will not include enforcement or regulatory bodies with responsibilities for the internet, but appropriate relationships will be developed with relevant government, law enforcement and regulatory bodies.
• The industry members will be chosen by the Funding Council by a procedure to be determined by the Council.
• The responsibilities and conduct of all Board members will be subject to the provisions of a publicly available Board Members’ Handbook.
• All Board members will be expected to respect the principles of the IWF and, where applicable and where appropriate, abide by the terms of the publicly available Code of Practice.

• Under the leadership of the Chair, the Board will monitor and review IWF’s remit, strategy, policy and budget to enable the IWF to achieve its objectives.
• IWF is an incorporated charity, limited by guarantee and Board members are both Directors and Trustees of the charity
• Internet Watch Foundation  - a UK registered company limited by guarantee, holds all the issued shares of Internet Watch Limited - and will run the Company according to its Memorandum and Articles of Association.
• Board members will discharge their responsibilitis in accordance with all the requirements of being Directors and Trustees.
• The Board will have two Vice-chairs. The industry Vice-chair will be selected by the three Board members nominated by the Funding Council. The non-industry Vice-chair will be elected annually by the six non-industry Board members.
• A quorum for the Board is 50% of the current Board members
• In the event that a Board member cannot attend a particular meeting, there are no substitution arrangements. However, any Board member may nominate another Board member as a proxy for a single Board meeting, but not for two Board meetings in a row. Such a proxy arrangement shall be subject to the Chair's approval and such approval will not be unreasonably withheld.
• Distribution of agendas, papers and notes will normally be by electronic means.
• Meetings may on occasion be held by telephone conference or other mutually acceptable forms of communication.
• Where votes are required, each member will have one vote. The Chair shall have a second casting vote in the event of a tie. If the Chair is not present, this vote shall be cast by the two Vice-chairs acting together; if they are unable to agree, the question shall be decided so as to preserve the status quo ante.
• Votes on the following matters shall be considered "special votes": setting or modifying the annual budget, changes to the constitution or the remit, or any major change of policy (if it is disputed whether a matter is "major", the Chair shall rule). A special vote shall only succeed if at least 75% of the votes cast are in favour and at least one vote in favour is cast by a member nominated by the Funding Council. There is no casting vote at a special vote.
• In between meetings of the Board, the responsibilities of the Board will be discharged by an Executive Committee comprising the Chair and two Vice-chairs.
• The Board will appoint such further sub-committees as it thinks appropriate.
• Any recommendation from an IWF committee or sub-committee is subject to approval at a full Board meeting

• IWF will seek a broad base of funders with an interest in the operation of the Internet in the UK. Funders will be invited to join a Funding Council.
• The Funding Council will determine its own constitution, terms of membership, and methods for selecting its representatives on the Board.
• The Funding Council will nominate three members of the IWF Board. The Council will determine what arrangements should apply in the event that a Council-nominated member of the Board leaves his or her original company or the industry.

• The Board will be led by an independent Chair who will manage the Board, oversee the organisation at a strategic level, and where appropriate act as a spokesperson for IWF.
• The independent Chair will be chosen by an open selection procedure managed by a panel of Board members comprising representation from both non-industry and industry Board membership and an independent person from outside the Board agreed by the other panel members.
• The post-holder will be paid on terms agreed by the Board on the basis of working up to four days per month, but with flexibility on how the days will be delivered.

• All non-industry Board members will be appointed for a three-year term and they may be re-appointed for a further three-year term.
• The decision on whether to offer a non-industry Board member a further term of office will be taken by the Chair and the two Vice-chairs.
• Industry Board members will be appointed by a procedure determined by Funding Council.
• No Board member may hold office for more than an aggregate of six years.

• IWF will have a Chief Executive who manages the Companies' day-to-day operations, subject to policy directives from the Board. He or she is chief of the paid staff and reports to the Board through the Chair. He or she is a salaried employee of Internet Watch Foundation.
• The Chief Executive will be chosen by an open selection procedure managed by a panel of Board members comprising the Chair, representation from both non-industry and industry Board membership, and an independent person from outside the Board agreed by the other panel members.
• The Chief Executive will attend Board and Executive meetings except where his or her own conduct and/or terms of service are being discussed, but has no vote and is not counted in any quorum.

• This constitution can be amended by decision of the Board, provided that the changes do not conflict with the Memorandum and Articles of Association of the Internet Watch Foundation.
• Any amendment must be subject to 21 days clear notice to all Board members prior to the date of the Board meeting and be subject to the procedures for "special votes"

*Please note the IWF use the term child abuse images to accurately reflect the gravity of the images we deal with. They are also commonly referred to as: Child Pornography, Child Porn, Child Porno and Kiddie Porn. If you see such images online please report them.

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Page Created: Mon, October 18th, 2004
Page Modified: Mon, May 19th, 2008

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