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Funding Council Constitution

Remit

• No contribution shall affect the status of a member until actual payment is received by IWF.
• All contributions shall be designated as "pending contributions" from the date of receipt until the end of the following calendar month, and as "current contributions" for the next 12 calendar months. The "qualifying contributions" of a member at any time is the greater of their total current contributions for the present month and those for the next month.
• The Chief Executive shall notify the Funding Council each meeting of the status of each member

• Membership subscriptions are set by the Board

• A member of the Funding Council may appoint one representative to attend, speak and vote on its behalf at Funding Council meetings.  However, with the consent of the Funding Council Chair, members may send additional representatives who will have “observer” status. Such observers will have no voting rights.
• The representatives of a member shall be treated as having the full authority of the member in matters to do with the Funding Council, and any communication received by the representatives shall be deemed to have been received by the member.
• It is also possible for a representative to represent more than one member. In such cases, the representative will carry the votes attributed to the members he or she represents.
• Where a representative represents more than one member, then one representative from any of these members may also attend members’ meetings without the Chair’s permission. The rules above for sending additional representatives will also apply.
• Members shall notify the names of representatives to the IWF. Members may change their representative at any time.  In addition, a representative may appoint a substitute, but only as provided for by the bye-laws; such a substitution is not a change of representative

• The Council will meet as often as is required to conduct its business.  The Funding Council will usually meet between pre-arranged board meetings.  If an additional Board meeting is required, for whatever reason, it will be the decision of the Chair of the Funding Council or deputy, to determine the requirement for an additional Funding Council meeting.
• Distribution of agendas, notes and papers will normally be by electronic means. The agenda should be distributed at least 14 days in advance of the meeting and state clearly what issues will require a vote at the meeting. If a vote is required, the relevant documentation and notice must be sent out 14 days in advance of the meeting. 
• The Chair can invite the Chief Executive and Secretariat of IWF to attend meetings unless the Council vote to exclude them for a specific meeting or topic.

• Members will appoint a Funding Council Chair and Vice-Chair.
• Chair and Vice-Chair appointments will be for two year periods, with no limit on the number of terms. Appointment will be made following an open vote via a show of hands at a members’ meeting unless a closed vote is requested by any member, in which case weighted voting will apply. Members will be notified of the candidates for appointment via the meeting agenda which will be issued 14 days in advance of the meeting.  Should the Chair or Vice-Chair stand down within any two year period, an election for a replacement will take place at the next members’ meeting. The replacement’s term will last until the replaced position’s two year term is up, at which point there will be another election for the following two year term.
• The Chair’s role will be to chair the members’ meetings and to represent the Funding Council at external IWF meetings whenever possible.
• The Vice-Chair’s role will be to support the Chair and to act as a substitute for the Chair’s duties when the Chair is not able to carry them out.  The Vice-Chair will also be Acting-Chair should the Chair stand down mid-term, until a new Chair is voted in.

• Representation can be made to the Funding Council Vice Chair for a vote of no confidence in the Funding Council Chair (or in the Case of the Vice Chair, to the Chair). Such representation should be supported by a second, separate representation.
• A vote will then be held at the next members’ meeting to determine whether the vote of no confidence succeeds. A 60% majority vote of all eligible votes will be required for the motion to succeed.

• Procedures for voting shall depend on the purpose of the vote. In all cases the votes held by a member shall be cast as a single block and not be split. 
• Formal voting at Funding Council meetings will be conducted via a show of hands unless a weighted vote is requested by any member or the Chair rules that such a vote is necessary.
• At the commencement of the meeting, all those holding proxy votes must be notified through the Chair and declared to the meeting.
• When a weighted vote is conducted the representative of each member organisation will have one vote for each complete £1,000 of that member's current contribution, subject to a minimum of one vote per member. The proportion of the total number of votes cast by any member shall be capped as follows:
• Internet industry associations: 20% (for the avoidance of doubt such associations will include LINX, ISPA and a body which is an Internet Registry, for example, Nominet)
• All other organisations, including aggregated votes as defined under the membership section above: 10%
• A quorum shall be five persons who are representatives of members and who represent at least 25% of all eligible (weighted) votes. Proxies held by the five persons will count towards the percentage of eligible votes. Except where stated otherwise in this Constitution a vote shall succeed if more than 50% of the votes cast (ignoring abstentions) are in favour.
• All members of Funding Council may vote on all matters unless provided for elsewhere in this document. 

Elections to the IWF Board of Trustees

• In this section, terms such as "members of the IWF Board" refer to those members nominated by the Funding Council and no others.
• Members' representatives are elected for a term of three years.  The term of office may be varied with the agreement of the Members, for example, in order to stagger terms and ensure continuity.  A proposal to vary the term of office in this way shall be based on the recommendation of the Chair in consultation with the Members.  The Council shall announce the date of the election at least 28 days in advance, and shall circulate the names of candidates at least 14 days in advance.
• Candidates must have attended at least two Funding Council meetings in the 12 months prior to the date the election is announced, and may nominate themselves without seconder providing that such nomination is received by IWF at least 21 days before the date of the election.
• Where a vacancy on the IWF board falls open, a bye-election shall be held not more than 90 days after the vacancy occurred.
• Should a board representative leave the member organisation they represent or change member organisation (i.e. change from representing one member to representing another), then that board position will become vacant and a bye-election must be held to appoint a replacement. In the latter instance, it will be possible for that person to stand for re-election.
• In circumstances where a board trustee is replaced, the time their replacement serves on the board will not count as a whole term. The replacement trustee will have to stand for election when the full three year term of the board trustee being replaced would have expired.
• The IWF Secretariat shall administer the election and publish to the Council (but not externally) a formal record of all ballots cast in elections and the process of counting the vote.
• The primary role of the Funding Council trustees is to represent the interests of Full Industry members who are commercially and operationally impacted by the IWF’s role as a self-regulatory body.  For this reason, only Full Industry Members may vote in these elections. 
• If an election is being held for more than one member of the IWF Board at the same time, it shall be held by Single Transferable Vote with each member casting a single ballot weighted by the number of votes held by that member.
• When an election is being held for a single IWF Board vacancy it shall be held by Alternative Vote with each member casting a single ballot weighted by the number of votes held by that member.

Uncontested elections

• If the number of candidates is equal to the number of places open, those candidates are elected unopposed and no ballot is held. If the number of candidates is less than the number of places open, the candidates are again elected unopposed and no ballot is held; the unfilled places are declared open and a bye-election is required.

• Members’ representatives elected to the Board of the IWF are appointed to represent the policy of the Funding Council and to ensure the proper governance of the IWF.
• They also act as trustees to the charity. 

• Representation can be made to the Funding Council Chair for a vote of no confidence in any of the board representatives appointed by the Funding Council. Such representation should be supported by a second, separate representation.
• A vote will then be held at the next members’ meeting to determine whether the vote of no confidence succeeds. A 60% majority vote of all eligible votes will be required for the motion to succeed.

• For the purposes of this section “policy” refers to both public policy matters (e.g.: legislative proposals emanating from Government) and matters of internal policy pertaining to the IWF (e.g.: deployment of the CAIC URL list).
• Funding Council trustees are responsible for representing the view of the Funding Council in Board discussion and votes on matters of policy.
• Funding Council may be invited to respond to a proposal drawn up by the Board. Funding Council may also make a proposal to the Board on a matter of IWF policy on its own initiative.
• Where a policy matter impacts primarily on the commercial and operational workings of Full Industry members, only those members shall vote on such matters. It shall be for the Funding Council Chair in consultation with the Full Industry members concerned, whether a policy matter has such an impact.
• Funding Council shall make best efforts to conduct its deliberations in line with the process set out in Appendix 1.  If necessary, a decision may be taken to use the emergency procedure for urgent matters in line with the process set out in Appendix 2. 

Code of practice

The Funding Council is responsible for the management of the IWF Code of Practice.

The Funding Council shall review the Code of Practice periodically.  A review may be proposed by any Full Industry member and is subject to the approval of the Funding Council.

The Code of Practice only applies to service providers which are capable of acting on a take down notice issued by the IWF.  For this reason, voting on changes to the code arising from a review is limited to Full Industry members only.

Changes to the Constitution

• A change to this Constitution shall only be made at a meeting of the Council. Draft wording for the change shall have been notified to all members of the Council, and also all members of the main Board of IWF, at least 28 days before the meeting. The Council shall consider any representations from these people before holding their vote.
• Only Full Industry members may vote on changes to the constitution. 
• At least 75% of votes cast on the final proposal must be in favour for it to succeed. The change takes place immediately after the vote has been held unless stated otherwise as part of the proposal.