ISITC Europe’s Constitution

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The IELG

The leadership team of ISITC Europe shall be known as the ISITC Europe Leadership Group (”IELG”). It shall contain a Chief Executive Officer (CEO), other elected Representatives of the General Membership (“ISITC Executives”), Treasurer and Secretariat.

No more than two Representatives from the same Member Organisation Group can be appointed as an ISITC Executive or CEO. Where practical, the CEO should strive to maintain a balance of representation from across all Member Types.

All Representatives in the IELG are required, where practicable, to attend all ISITC Europe meetings.

Where a position on the IELG becomes vacant during the year, the CEO may at their discretion invite other Representatives to join the IELG for the remainder of that year. This position, having not been voted on by the General Membership, will automatically be included in the annual nomination and election process.
The IELG has the right to remove an individual at any time from the IELG for good cause subject to a quorum and a 75% vote in favour of the motion.

IELG Representatives

Chief Executive Officer (CEO)

The IELG shall seek and elect from within the IELG a CEO representing one of the Registered Members from the ISITC Europe General Membership. The CEO will co-ordinate the IELG’s work and provide co-ordination with other relevant industry bodies.

The CEO is specifically responsible for ensuring that ISITC Europe liaises effectively with its counterparts in the other international ISITC groups, and providing updates to the General Membership on these activities at its regular meetings.

The minimum term for the role of CEO is two years unless otherwise agreed by a majority vote of the IELG. A Representative who is currently CEO may seek re-election to this role. The outgoing CEO will be expected to remain available, where feasible, to the IELG for a period of no more than 12 months to enable a smooth transition of the working of the association. The role of CEO is non-voting, except in the case of tied votes by the IELG, and subject to approval by the IELG.

ISITC Executives

The IELG shall also seek, and elect from within the ISITC Executives, Executive Sponsors for each of the Working Groups run by ISITC Europe.

The Executive Sponsors are specifically responsible for the work of the association as it pertains to the objective of their assigned Working Groups. This will include, but not be limited to:

  • The definition of the Terms of Reference for each working group.
  • Assigning working group participants to specific roles, where appropriate, such as Working Group Chair.
  • General administration of the working group, including preparation and dissemination of meeting minutes, organisation of working group meetings.
  • Providing Subject Matter Expertise and Reporting to the IELG and the membership.

There is no fixed term for IELG members, although the minimum term is two years, except when duly approved otherwise by the IELG.

One month’s notice to the CEO is required in the event that an IELG Executive wishes to cease their role mid-term.
Three month’s notice to the IELG is required in the event that the CEO wishes to cease their role mid-term.

Other IELG Positions

The IELG is responsible for inviting suitable persons to the posts of Treasurer and Secretariat at a reasonable expense, to be decided by the IELG, to support the workings and reporting requirements of ISITC Europe.

The roles of the Treasurer and Secretariat are described in the ISITC Europe Guidelines and any other relevant document the IELG sees fit. Both roles are non-voting.

Nomination to the IELG

The IELG is responsible for the overall working of ISITC Europe and will, in the first instance, decide on the working groups which will be supported by the association for the benefit of its members.

Representatives to act as ISITC Executives will be nominated and seconded by the General Membership. The IELG shall decide the number of IELG posts which need to be filled.

If the number of nominees is the same as, or less than, the number of such posts then the nominees will be duly appointed without need for further election by the General Membership but the appointment must be approved by a simple majority of the IELG. If the number of posts is less than the number of nominees then the Registered Members shall vote on which nominees they wish to have as members of the IELG.

The IELG shall decide at its sole discretion the number of votes to allocate to each Registered Member depending on the number of nominees and available IELG posts.

Only Primary Representatives have the right to vote. There can be only one Primary Representative at each Registered Member. The Registered Member is responsible for ensuring that the Secretariat holds up-to-date records of the Primary Representative. This vote cannot be transferred and/or assigned to a third party and it is the responsibility of Registered Members to assist in regulating the voting process accordingly. It is also the responsibility of the member organisation to advise the ISITC Europe Secretariat of any changes to their membership details.

A review of IELG positions and rolling nomination process will be undertaken on an annual basis by the IELG prior to the nomination and election process. In the event that an IELG position has been filled mid-term, this position will be required to seek re-nomination.

Upon election or re-election each post is held for two years unless the post holder resigns or is removed in accordance with the provisions of this constitution. Any post holder may seek immediate re-election unless they have been removed by the IELG for good cause. If the post holder has been so removed then they may seek election to another post no earlier than 12 months after their removal.

The Secretariat will send nomination forms to the membership no later than the first Friday in October. Each member firm will be invited to offer nominations to the IELG by the Nomination Closing Date of October 31. Valid nominations must be submitted by the closing date; nominations received after the closing date will not be accepted. The number of available posts will be provided to the membership when requesting nominations.

Nominees must be Representatives and be willing to stand for election. The nomination form must include the name of the nominee, the name of the Representative who is nominating them, the name of a second Representative who supports the nomination and confirmation from the nominee that they are willing to stand.

A list of the current IELG Members and others known to be willing to stand for nomination will be made available to the General Membership by the end of the first week of November. The deadline for votes to be received from Primary Representatives is November 30 (“Voting Deadline”). The Annual General Meeting will be used to remind Primary Representatives that votes must be submitted by the Voting Deadline. Primary Representatives have the right to vote for any nominees for IELG positions.

If a vote takes place then the results will be presented to the IELG at its meeting in December. The CEO of ISITC Europe will then contact any newly elected members to the IELG before the January IELG meeting. The Secretariat will advise the results of the election process to the members by the end of January.

If no vote takes place and nominees are appointed without election then this should be reported to the IELG at its November meeting and the CEO or another member of the IELG should report this information to the General Membership no later than November 30.

In the event that the membership decides that the IELG is not acting in the best interest of ISITC Europe, a request by a minimum of 10% of the membership will be required to call an Extraordinary General Meeting (EGM).
To displace the existing IELG or specific members of the IELG, a majority vote by the General Membership will be required. This majority is composed both of attendees at the EGM and proxy votes held by the chair of that meeting.
If the membership is not seeking to displace the CEO then the CEO acts as chair of the EGM. If the displacement of the CEO is being sought then a neutral chair shall be found either from the Treasurer or Secretariat or from a neutral third-party who is not a Representative.

Role of Vendor or Depository Members

ISITC Europe is vendor and vendor product neutral and encourages participation of all vendors equally in order to develop effective STP and best practice solutions. Vendors have the same membership status as other members and will have voting representation on the IELG when selected to an IELG voting position.

Vendors are also encouraged to participate in any Working Groups set up to examine, design and propose best practice solutions. At the discretion of the IELG, vendor firms may be requested to cease to be a member of a particular working group in the event that the best practice solution involves their specific product.

Role of the Press

ISITC Europe does not permit the Press to join the IELG or to participate in its regular monthly meetings. At the discretion of the IELG members of the Press may be invited to attend any of the ISITC Europe quarterly events or annual conference.

ISITC Europe is keen to ensure its membership, and particularly the IELG, portrays a consistent and unambiguous view when dealing with the Press. To that end, any external communication should be validated by the CEO or, in their absence, a nominated representative, before publication.

In the case of enquiries from the Press, the CEO and/or the nominated representative only are able to give the view of ISITC Europe. The other members of the IELG may be granted permission at the discretion of the CEO and/or the nominated representative.

Membership Fees

The IELG will review the fees payable by Eligible Members each year on the basis of the Treasurer’s Report and will declare to the General Membership such fees that are deemed reasonable to support the role of ISITC Europe. In the event that there are more than one Member Organisations in a Member Organisation Group then membership fees are required from each individual Member Organisation. In the event of doubt over whether a Member Organisation forms part of a Member Organisation Group then the decision of the IELG is final.

Any non-payment of such prescribed fees after a period of no more than six months following a formal request for payment will deem such Member Organisation to be in default. Its membership will be suspended and it will no longer enjoy such membership benefits from ISITC Europe as normally apply until cleared funds are received.

Annual Report from the Treasurer, Accounts and Finance

  • The Treasurer will maintain the books and accounts of ISITC Europe.
  • Unless the IELG decides otherwise, the financial year of ISITC Europe will run from January 1 to December the 31.
  • A professional accountant will be appointed by the IELG to provide an annual review of the books and accounts of ISITC Europe.
  • Following the annual review, a financial statement for the previous year will be prepared by March 31 for submission to the IELG and subsequent distribution to the Primary Representatives.
  • A bank account in the name of ISITC Europe will be maintained and not less than two authorised signatories from the IELG will sign all cheques. The Treasurer will have control of electronic banking facilities following approval of any payments by the IELG.
    Further details of the annual budgetary process and banking procedures appear in the ISITC Europe Guidelines.

Membership of ISITC Europe

In the event that a Representative or an attendee at an ISITC Europe event does not, in the opinion of the majority of the IELG, meet the required standards of professional behaviour, the IELG has the right to withdraw membership without the refund of membership fees, and/or to prevent future access to ISITC Europe organised events.

Points of Procedure

For all circumstances not noted in this constitution and the associated Guidelines Roberts Rules of Order shall take precedent.

The IELG has the right to make changes to this Constitution and associated Guidelines. Any changes to the Constitution will be notified to the Primary Representative. The Primary Representative has 14 days to object in writing or by email to the Secretariat. Any objections received will be reviewed by the IELG and be subject to a vote by the IELG.

This vote will be to decide whether to accept the objection and be subject to the standard voting procedures for the IELG. Any changes to the Guidelines can be made based on a majority vote of the IELG.
Any calls for quorums will be the decision of the current CEO and their decision will be final.

Quorum and voting

Unless otherwise specified a majority of the votes cast at the IELG must be in favour for a resolution to be passed. Any vote only includes ISITC Executives. This majority must be subject to a quorum, which will consist of at least one representative from each type of member firm entitled to vote when all member firm types are represented on the IELG. When not all member firm types are so represented, the quorum shall constitute over 50% of all ISITC Executives.

In the event of a tied vote the CEO will have the casting vote. ISITC Executives unable to attend may vote by proxy via the CEO.

Notices

Any notice to be served by ISITC Europe to any members may be served personally, by email or by sending it through the post in a prepaid letter addressed to the address held by the Secretariat. Any notice, if served by post, is deemed to have been served two working days after posting. Any notice, if served by email, is deemed to have been served if the Secretariat has not received a bounce back notification one day after transmission.

Member’s addresses

Every prospective Registered Member when applying for membership must provide ISITC Europe with the address of the Registered Member. Any changes to the address must be immediately notified in writing to the Secretariat. ISITC Europe will deem any address held by the Secretariat as the member’s address.

Definitions

Registered Member

A company, business unit or person who has a fully paid subscription to ISITC Europe.

Eligible Member

A company, business unit or person whose business activities fall within a Member Type.
Representative

A person who works for a Member Organisation or is an Individual Member.

Primary Representative

The person who is named by the Registered Member to vote in IELG elections and act as the main contact within the Registered Member.

General Membership

A collective term for all Registered Members

Member Organisation

A company or business unit which is a Registered Member

Member Organisation Group

A set of Member Organisations which share common ownership

Individual Member

A person who is a Registered Member

ISITC Executive

An elected Representative to the IELG, who must be a Representative.

Executive Sponsor

An ISITC Executive who has responsibility for at least one Working Group.

Press

An individual, company or business unit which publishes news and other reports using hardcopy or electronic means.

ISITC Europe Guidelines or Guidelines

A set of non-binding recommendations for how processes, roles and activities should be performed by Representatives.

Working Group

A team of Representatives, supported by an Executive Sponsor, who meet under their Terms of Reference in order to further the aims of ISITC Europe.

Member Type

The various kinds of companies which can be Registered Members as described in the ISITC Europe Guidelines: Investment Manager, Broker/Dealer, Bank, Vendor, Individual.

IELG Members

The CEO and ISITC Executives