Constitution and Proceedings of the Steering Group of the Forensic Isotope Ratio Mass Spectrometry Network Ltd.
Version 3
Date of Issue 8 Jul 2024
The Members of the Steering Group shall be appointed and take and hold office in accordance with these rules.
This version having been agreed and accepted by a ballot of the Directors of the Forensic Isotope Ratio Mass Spectrometry Network Ltd.
Dated: 12th of June 2018
Those agreeing:
James Carter
Sean Doyle
Philip Dunn
Interpretation
- Unless the context otherwise requires, words or expressions contained in this document bear the same meaning as in the Articles of Association when those Articles become binding on the Company.
- The Directors of the Company are those registered as such at Companies House.
- Only the Directors may legally vote on matters required by the Articles of Association.
- In all other respects the Steering Group (as defined below) will act as the Board of Directors and the Directors will abide by its decisions provided those decisions are consistent with the current Memorandum and Articles of Association (Mem & Arts).
- The time periods described below will be deemed to commence at the date of Incorporation of the Company 18th December 2009.
Powers of the Steering Group
- The business and affairs of the FIRMS Network shall be managed by the Steering Group. No alteration of the Memorandum or Articles shall invalidate any prior act of the Steering Group which would have been valid if that alteration had not been made.
- The Steering Group may from time to time make, alter or revoke such rules and regulations consistent with the Memorandum and Articles they deem necessary for the proper conduct and administration of the Company, including the regulation of procedure, meetings of the Steering Group and of any committee appointed.
Composition of the Steering Group
- The Members of the Steering Group shall be natural persons aged 16 years or older.
- Each Member of the Steering Group will sign and strictly abide by a Non-Disclosure Agreement in relation to discussions within the FIRMS Network. Institutional Members may sign a Non-Disclosure Agreement on behalf of any nominated Member.
- An existing Member of the Steering Group may nominate an Institution for Institutional Membership of the FIRMS Network. Membership will be determined by resolution of the Steering Group.
- Each Institutional Member has the right to nominate a Member of the Steering Group.
- If the Institutional Member so requests the appointed Member of the Steering Group will also be appointed as a Director of the Company. The Member’s right to vote at meetings of the Steering Group is irrespective of whether he or she is a Director.
- The Steering Group may also appoint Invited Members from among the Network members and other persons determined by resolution of the Steering Group.
- The Steering Group may, from time to time, co-opt outside persons to attend meetings to offer advice or opinions; such persons will not be Invited Members and will not have the right to vote.
- The size of the Steering Group and the numbers of persons in category above may be determined by resolution of the Steering Group from time to time.
- Each Member of the Steering Group may be accompanied by one colleague to attend meetings of the Steering Group save where the Members of the Steering Group resolve that the business of such meeting is confidential or that it is otherwise inappropriate for that colleague to attend. He or she shall not be entitled to vote.
Period of Membership of the Steering Group
- Directors, being legally accountable for the Company, are members of the Steering Group for as long as the directorship is held.
- Members of the Steering Group who are not Directors of the Company shall serve for periods of three years from the month of taking office. At the conclusion of each three-year period a Member of the Steering Group who is not a Director and who wishes to continue in office must obtain the approval of the Steering Group. Steering Group members who are representatives of Institutional Members must also obtain the approval of their institution. Approval will be granted by an unopposed vote of the Steering Group.
- A person filling a casual vacancy shall serve for the remaining unexpired term of the person whose place he or she fills, then section 11 will apply.
Disqualification and Removal of Member
- A person shall cease to be a Member of the Steering Group:
(a) if he or she resigns by notice to the Steering Group; or
(b) on the expiration of his or her period of office as a Member of the Steering Group; or
(c) if he or she ceases to enjoy the confidence of the Steering Group as expressed by the remainder of the Steering Group; or
(d) if he or she fails to pay individual or institutional fees within a reasonable time from when they fall due.
Chair
- The Chair of the Steering Group shall be appointed by the Steering Group from amongst its own number and may serve a maximum of two three-year terms.
- The Chair of the Steering Group shall preside at meetings of the Steering Group. In his or her absence a Member elected by those present shall preside – in the first instance, from among the Directors.
- Between meetings the Chair may make operational decisions to be ratified at the next physical meeting.
- The Chair shall not have a casting vote.
Remuneration of the Steering Group
- The Members of the Steering Group shall not be entitled to receive any remuneration in respect of their office and shall not be employees of the Company.
Members’ Interests
- Whenever a Member of the Steering Group has an interest in a matter he or she must:
(a) declare such interest before discussion begins on the matter;
(b) withdraw from such discussion or votes unless expressly invited to do otherwise.
Proceedings of the Steering Group
- Meetings of the Steering Group shall be held a minimum of three times per year or at such other intervals as the Members may by resolution decide.
- No business shall be transacted at any meeting of the Steering Group unless a quorum is present. The quorum for the transaction of the business may be fixed by the Members and unless so fixed at any other number shall be five of the Members then appointed.
- The term ‘present’ in paragraph 21 shall be taken to include participation by means of telephone or video conferencing.
- The Chair of the meeting 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.
Votes of Members
- The Steering Group will at all times seek to progress by consensus.
- Questions arising at a meeting shall be decided by a simple majority of those voting. Each Member shall have one vote, whether taken on a show of hands or otherwise.
- Votes by telephone or other means must be received within ten calendar days (inclusive).
- An instrument appointing a proxy shall be in writing executed by or on behalf of the appointer shall be in any form which is usual or which the Steering Group may approve.
Minutes
- The Steering Group shall cause written minutes to be made of all appointments made by the Steering Group and of all proceedings at meetings of the Steering Group, or any committees appointed, including the names of persons present at each such meeting.
Committees
- The Steering Group may appoint or dissolve committees to discharge, in such manner and subject to rules if any made by the Steering Group, such of its functions relating to the day to day management of the Company as it shall decide: provided that all acts and proceedings of any such committee shall be reported in due course to the Steering Group.
Officers
- A secretary and other such officers may be appointed by the Steering Group for such term, at such remuneration and upon such conditions as they may think fit; and any secretary and any such officer so appointed may be removed by them.
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