By-laws

The By Laws of OpenAttribution Limited, a company limited by guarantee registered in England and Wales.

Company number 17002582 · Registered office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ

These By Laws sit beneath the company's articles of association and set out how membership, general meetings, the Board, officers and intellectual property are governed. Section numbers are stable and may be linked to directly, for example openattribution.org/bylaws#s-5-2 for the classes of membership. For a plain-language overview see Governance.

1. Interpretation

1.1 Defined Terms

In these By Laws, unless the context otherwise requires, the following expressions shall have the meanings set out opposite them:

"Act"
means the Companies Act 2006, as amended or re-enacted from time to time, together with any statutory instruments made thereunder;
"Annual General Meeting" or "AGM"
means the annual general meeting of the Members held in accordance with Section 6;
"By Laws"
means these By Laws of OpenAttribution Limited, as amended from time to time;
"Associate Member"
has the meaning given in Section 5.2.3;
"Board"
means the board of the Company for the time being;
"Board Member"
means a member of the Board from time to time;
"Chairperson"
means the chairperson of the Board appointed in accordance with Section 11;
"Company"
means OpenAttribution Limited (Company Number: 17002582);
"Content Owner"
means any person or entity that owns, controls, licenses, publishes, distributes or otherwise has rights in content that may be accessed, retrieved, used, cited, displayed or otherwise processed by artificial intelligence systems;
"General Meeting"
means any general meeting of the Members, including the AGM and any other general meeting convened in accordance with Section 6;
"Geographic Eligibility Criteria"
has the meaning given in Section 5.3;
"Intellectual Property"
means all patents, trade marks, service marks, design rights, copyright, database rights, rights in software, trade secrets, know-how, confidential information and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for any of the foregoing, subsisting anywhere in the world;
"Member"
means a Steering Group Member, Associate Member or Observer Member, as the context requires;
"Observer Member"
has the meaning given in Section 5.2.5;
"Officer"
means any officer of the Board appointed in accordance with Section 11;
"OpenAttribution Permanent Seat"
has the meaning given in Section 8.3.1;
"Registered Office"
means the registered office of the Company, being 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, or such other address as may be registered at Companies House from time to time;
"Secretary"
means the secretary of the Company (if any) for the time being;
"Steering Group Member"
has the meaning given in Section 5.2.1;
"Supermajority"
means a vote in favour of seventy-five per cent (75%) or more of all Members entitled to vote, as further described in Section 6.5.3;
"Treasurer"
means the treasurer of the Company appointed in accordance with Section 11;
"Voting Member"
means a Steering Group Member or Associate Member whose membership is in good standing.

1.2 Interpretation Rules

In these By Laws, unless the context otherwise requires:

  1. (a)words importing the singular include the plural and vice versa;
  2. (b)words importing any gender include every gender;
  3. (c)references to a statute or statutory provision include that statute or provision as amended, extended or re-enacted from time to time and any subordinate legislation made thereunder;
  4. (d)references to "writing" include any method of representing or reproducing words in a legible and non-transitory form, including electronic communications where permitted by the Act;
  5. (e)references to Sections are to sections of these By Laws;
  6. (f)headings are for convenience only and shall not affect the construction of these By Laws.

2. Name and offices

2.1 Name

The name of the Company is OpenAttribution Limited.

2.2 Registered Office

The registered office of the Company is situated at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, or at such other address in England and Wales as the Board may from time to time determine and register at Companies House in accordance with applicable legal and regulatory requirements.

2.3 Other Places of Business

The Company may carry on its business at such other places, whether within or outside England and Wales, as the Board may from time to time determine or as the business of the Company may require.

3. Purposes and restrictions

3.1 Purposes

The purposes for which the Company is established are to develop, maintain and promote open technical standards, protocols, software, tools and related infrastructure for the transparent, accountable and measurable use of content by artificial intelligence systems, including: standards and solutions for content usage telemetry, attribution, provenance, authorisation, licensing, verification, reporting and related interoperability; to support the adoption and implementation of such standards and solutions by Content Owners, artificial intelligence platforms, technology providers, measurement providers, publishers, advertisers, brands, retailers, regulators and other relevant participants in the digital content ecosystem; and to do any and all other things necessary and proper in connection with, or incidental to, any of the foregoing purposes, subject to compliance with these By Laws.

3.2 Restrictions

All policies and activities of the Company shall be consistent with:

  1. 3.2.1applicable competition law, trade regulation law and all other applicable legal requirements (in these By Laws referred to as "Applicable Law"); and
  2. 3.2.2any requirements imposed by Applicable Law to the effect that no part of the earnings of the Company shall inure to the benefit of any Member or individual otherwise than as reasonable remuneration for services actually rendered.

4. Policy

  1. 4.1It is the policy of the Company to comply strictly with the letter and spirit of all Applicable Law.
  2. 4.2Any activities of the Company, or Company-related actions of its staff or Members, which violate any Applicable Law are detrimental to the interests of the Company and are unequivocally contrary to Company policy.
  3. 4.3The Company may generate revenue from membership fees and from the provision of paid services (including, without limitation, infrastructure, tools, events and other services) in furtherance of its purposes, provided that no part of the net earnings or surplus of the Company shall inure to the benefit of any Member other than as reasonable compensation for services actually rendered, and all such earnings and surplus shall be applied solely towards the purposes of the Company set out in Section 3.

5. Members

5.1 General

The Company shall be a membership company. The Company may derive revenue from membership fees and from the provision of such other services as the Board may prescribe from time to time. There shall be no minimum financial contribution required of any class of Member as a condition of membership, save as expressly provided in Section 7.

5.2 Classes of Membership

There shall be three (3) classes of members:

5.2.1Steering Group Members. Steering Group Members are entities which:

  1. (a)support the purposes of the Company and satisfy the Geographic Eligibility Criteria set out in Section 5.3;
  2. (b)are approved for Steering Group membership by the Board in accordance with such criteria as the Board may prescribe from time to time, including (without limitation) criteria designed to promote diversity of sector representation across Content Owners, agencies, technology providers and AI providers, or such other sectors as the Board may designate;
  3. (c)satisfy any applicable membership exclusion criteria as the Board may prescribe from time to time;
  4. (d)designate a named employee representative to act on behalf of that Steering Group Member in all dealings with the Company, including attendance at Board meetings and participation in working groups; and
  5. (e)chair, or participate in, such working groups as the Board may establish from time to time.

5.2.2Steering Group Members shall be eligible to participate in the appointment, election or rotation of up to six (6) Board seats allocated to representatives of Steering Group Members, subject to and in accordance with Section 8.

5.2.3Associate Members. Associate Members are entities which:

  1. (a)support the purposes of the Company and satisfy the Geographic Eligibility Criteria set out in Section 5.3; and
  2. (b)are approved for Associate membership by the Board in accordance with such criteria as the Board may prescribe from time to time.

5.2.4Associate Members shall have voting rights in accordance with Section 6.5 but shall not be entitled to a seat on the Board.

5.2.5Observer Members. Observer Members are individuals or entities, including (without limitation) journalists, academic researchers, research institutions and government bodies, which:

  1. (a)support the purposes of the Company; and
  2. (b)are admitted to Observer membership by the Board in accordance with such criteria as the Board may prescribe from time to time.

5.2.6Observer Members shall not be required to pay membership fees. Observer Members shall not be entitled to vote on any matter or to a seat on the Board. Observer Members may attend General Meetings and such working group meetings as the Board may permit from time to time, subject to such conditions as the Board may impose.

5.3 Geographic Eligibility

Membership shall be open to eligible individuals and entities in any jurisdiction, subject to Applicable Law and any membership eligibility criteria as the Board may prescribe from time to time.

5.4 Acceptance of New Members

All applications for membership must be approved by the Board before the applicant can become a Member. The Board may delegate the assessment of membership applications to the Chairperson or such other person as the Board may designate, subject to ratification by the Board. No entity shall be admitted as a Steering Group Member or Associate Member unless and until all applicable membership fees required to be paid to the Company, if any, have been received by the Company.

5.5 Rights and Privileges of Membership

Members in good standing shall have the following rights and privileges:

  1. 5.5.1Steering Group Members: the right to attend and vote at General Meetings (one vote per Steering Group Member); the right to nominate a named employee representative to serve as a Board Member in accordance with Section 8.3.2; the right to chair and participate in working groups; and the right to exercise such other rights and privileges as the Board may prescribe from time to time;
  2. 5.5.2Associate Members: the right to attend and vote at General Meetings (one vote per Associate Member); the right to participate in working groups and committees as the Board may permit; and the right to exercise such other rights and privileges as the Board may prescribe from time to time;
  3. 5.5.3Observer Members: the right to attend General Meetings and such working group meetings as the Board may permit, without the right to vote; and such other rights and privileges as the Board may prescribe from time to time.

5.6 Resignation of Membership

Any Member may resign at any time by providing written notice of such resignation to the Chairperson or the Secretary.

5.7 Loss of Membership

A Member may have its membership terminated or suspended by the Board (in its sole discretion) in the following circumstances:

  1. 5.7.1any Steering Group Member or Associate Member who has failed to pay required membership fees or other charges to the Company within ninety (90) days of the invoice date (unless the Company has agreed to a delay in payment) may have its membership and the corresponding rights and privileges, including but not limited to those set out in Section 5.5, terminated or suspended until such fees are received by the Company;
  2. 5.7.2upon a two-thirds (2/3) vote of the Board, any Member may be suspended or, upon a three-quarters (3/4) vote of the Board, any Member may be terminated, for conduct that constitutes a violation or breach of any of the provisions of the articles of association of the Company or these By Laws or that contravenes the aims and objectives of the Company; provided that before any such vote is taken, the Member concerned shall have been notified in writing, including (without limitation) by email or such other means as provides evidence of delivery or transmission, of the charges proffered against it at least fifteen (15) days before the meeting of the Board at which such matter will be considered, together with notice of the date, time and place of that meeting; a Member shall have the right to appear before the Board and to answer the charges before the final vote is taken; and
  3. 5.7.3any Member who, for a period of not less than thirty (30) consecutive days, ceases to satisfy the requirements for membership set out in Section 5.2 applicable to its class of membership may have its membership and the corresponding rights and privileges terminated or suspended.

6. General meetings of the Members

6.1 Annual General Meeting

The Annual General Meeting of the Members shall be held pursuant to duly issued notice of the date, time and place, at such date, time and place as the Board shall determine and designate in the notice thereof. At each AGM, the Voting Members shall be entitled to transact such business as may properly come before the meeting. Members entitled to vote at the AGM shall be those Voting Members whose membership is in good standing.

6.2 Other General Meetings

General meetings of the Members other than the AGM may be convened at any time by the Chairperson, upon the written request of a majority of the Board, or upon a written request signed by at least twenty per cent (20%) of the Voting Members on that date. Such requests shall state the purpose or purposes of the proposed meeting. The Chairperson or the Secretary shall issue notice of the date, time and place of such meeting to the Members in accordance with Section 6.3. Business transacted at any such meeting shall be limited to the purpose stated in the notice to the Members.

6.3 Notice

Notice of Annual General Meetings and other General Meetings shall be in writing, signed by the Chairperson or the Secretary and sent to each Member, by post, electronic mail or such other means as the Chairperson or Secretary may elect (any or all of which shall be deemed to be "written" notice for the purposes of these By Laws), addressed to the address, email address or other contact details appearing in the records of the Company, not less than ten (10) nor more than forty-five (45) days before the time designated for such meeting.

6.4 Quorum

Thirty per cent (30%) of all Voting Members, whether present at the meeting in person, participating by telephone, videoconference or other communications equipment by means of which all persons participating in the meeting can hear each other and contribute to the proceedings, or represented by proxy, shall constitute a quorum at all General Meetings for the transaction of business. If a quorum is not present, the Members present in person, participating remotely or represented by proxy shall have the power to adjourn the meeting, without notice other than announcement at the meeting, until a quorum is obtained. If the adjournment is for more than thirty (30) days, notice of the rescheduled meeting shall be given to each Member at least ten (10) days in advance.

6.5 Voting

  1. 6.5.1Majority Vote. When a quorum is present at any meeting, the vote of a majority of the Members entitled to vote and participating in such meeting shall decide any question brought before the meeting, unless the question is one upon which by express provision of the articles of association of the Company, Applicable Law or these By Laws a different vote is required, in which case such express provision shall govern and control. Each Member entitled to vote is entitled to one vote. Observer Members shall not be entitled to vote on any matter.
  2. 6.5.2Ordinary Resolutions. Subject to Section 6.5.3, when a quorum is present at any General Meeting, any question brought before the meeting shall be decided by a simple majority of the Voting Members participating in such meeting (whether in person, remotely or by proxy).
  3. 6.5.3Supermajority Resolutions. The following matters shall require the approval of a Supermajority of all Voting Members (not merely those present or voting):
    1. (a)any amendment to, or restatement of, these By Laws pursuant to Section 14.7;
    2. (b)any change to the treatment, ownership, exploitation or licensing of Intellectual Property owned by the Company pursuant to Section 13; and
    3. (c)such other matters as the Board may designate from time to time by resolution, having regard to the importance of the matter to the membership.
  4. 6.5.4Proxy Voting. Each Voting Member shall at every General Meeting be entitled to vote in person, by telephone or videoconference, or by proxy. Proxy appointments shall be made in writing (including by electronic transmission) signed by the appointing Voting Member and shall name the proxy holder, who may be any person designated by the Voting Member (and who need not themselves be a Member). Such proxy appointment shall be deposited with the Secretary before or at the time of the meeting. No proxy shall be valid after ninety (90) days from the date of its execution unless otherwise specifically provided in the proxy instrument. A proxy appointment may be revoked at any time by the appointing Member by written notice to the Secretary, which shall be effective upon actual receipt of such notice.
  5. 6.5.5Remote Participation. Members may participate in any General Meeting by telephone, videoconference or any other electronic means by which all persons participating in the meeting can hear each other and contribute to the proceedings. Participation in a meeting by such means shall constitute presence at that meeting for all purposes of these By Laws.
  6. 6.5.6Written Resolutions of Members. Any action required or permitted to be taken at any AGM or other General Meeting may be taken without a meeting and without prior written notice if a written resolution setting out the action so taken is signed (or agreed to by electronic transmission, which shall be deemed a vote in favour) by the requisite majority of Voting Members entitled to vote thereon. Written resolutions may be executed by digital signature, email confirmation or such other electronic means as the Board may permit from time to time, and may be executed in counterparts, all of which together shall constitute one and the same instrument. A written resolution shall not be effective unless, within sixty (60) days after the earliest date of signature or transmission appearing on the resolution, the requisite consents have been received by the Company. A written resolution may be revoked by a signed notice received by the Company prior to the receipt of the requisite number of consents sufficient to pass the resolution.

7. Dues

7.1 Structure

The Board, in its discretion, shall from time to time establish a structure for membership fees, assessments and charges for Steering Group Members and Associate Members. Observer Members shall not be required to pay any membership fees. There is no minimum financial contribution required of any class of Member as a condition of membership, save as the Board may determine in accordance with this Section 7.

7.2 Payment

Membership fees, assessments and charges must be paid when due in order for a Steering Group Member or Associate Member to be considered in good standing and to be entitled to the rights and privileges of membership, including the right to vote; provided that payment of such fees shall not relieve any Member of compliance with any other obligations or requirements for membership, nor shall such payment be construed as an admission that the Member is otherwise in good standing.

8. Board Members

8.1 General Powers

Except as otherwise expressly provided by the articles of association of the Company or these By Laws, the activities and affairs of the Company shall be managed by or under the direction, and subject to the oversight, of the Board. The Board may, unless otherwise prohibited or restricted by law, the articles of association of the Company or these By Laws, by written resolution delegate to committees and/or selected Officers the authority to act or carry out certain responsibilities and actions as the Board may direct by such written resolution.

8.2 Composition

The number of Board Members constituting the Board shall be up to fourteen (14), which number the Board shall be entitled to modify at any time and from time to time unless otherwise prohibited by law or the articles of association of the Company.

8.2.1The Board shall consist of:

  1. (a)the OpenAttribution Permanent Seats (as defined in Section 8.3.1); and
  2. (b)up to six (6) Board Members appointed or elected from among representatives of Steering Group Members in accordance with Section 8.3; and
  3. (c)up to six (6) additional Board Members appointed by the Board, having regard to the skills, experience, sector representation and independence needs of the Company from time to time.

8.3 Appointment of Board Members

  1. 8.3.1OpenAttribution Permanent Seats. OpenAttribution Limited shall hold two (2) permanent seats on the Board (each an "OpenAttribution Permanent Seat"), which shall not be subject to election, rotation or retirement by Members. The persons occupying the OpenAttribution Permanent Seats shall be appointed and removed solely by OpenAttribution Limited acting through its then-current management. The OpenAttribution Permanent Seats shall not be affected by any retirement by rotation or term-limit mechanism under these By Laws.
  2. 8.3.2Steering Group Seats. The Board shall include up to six (6) Board Members drawn from representatives of Steering Group Members. The method of appointment, election, rotation and retirement of such Board Members shall be determined by the Board in accordance with a policy approved by the Board and notified to the Members from time to time.
  3. 8.3.3Appointed Seats. The Board may appoint up to six (6) additional Board Members where the Board considers that such appointment would support the purposes of the Company, including by bringing relevant technical, legal, regulatory, standards, commercial, content, publisher, platform, measurement, governance or other expertise to the Board.

8.4 Self-Election

The Board is self-electing in the sense that, subject to these By Laws, it has authority to fill vacancies, regulate its own proceedings and set the criteria for membership eligibility. No external body or third party shall have the right to nominate, elect or remove Board Members except as expressly provided in these By Laws.

8.5 Removal of Board Members

  1. 8.5.1Any Board Member appointed in accordance with Section 8.3.2 may be removed at any time, with or without cause, by the Board. No Board Member may be removed except as permitted pursuant to this Section 8.5.
  2. 8.5.2A Board Member appointed pursuant to Section 8.3.2 may be removed:
    1. (a)by a majority vote of the Board (excluding the Board Member whose removal is being considered), for any reason or for no reason;
    2. (b)by a Supermajority of all Voting Members, by written resolution or at a General Meeting convened for that purpose; or
    3. (c)automatically and without further action, upon the termination of the employment of the relevant named employee representative with the Steering Group Member that appointed that Board Member.
  3. 8.5.3A Board Member occupying an OpenAttribution Permanent Seat may only be removed by OpenAttribution Limited in accordance with Section 8.3.1.

8.6 Qualification of Board Members

Each Board Member appointed pursuant to Section 8.3.2 must be a natural person who is a named employee representative of the Steering Group Member that appointed them. If, during a term of office as a Board Member, the relevant Steering Group Member ceases to be eligible to be a Steering Group Member or otherwise has its membership terminated or suspended, and that Steering Group Member cannot or is reasonably unlikely to re-qualify for membership within thirty (30) days, the Board Member appointed by that Steering Group Member shall resign immediately or may be removed for cause pursuant to Section 8.5.

8.7 Resignation

Any Board Member may resign at any time by giving written notice to the Chairperson or the Secretary.

8.8 Vacancies

A vacancy in a Steering Group Board Member seat occurring for any reason shall be filled by the relevant Steering Group Member appointing a new named employee representative as soon as reasonably practicable. Pending such appointment, the vacancy may be filled temporarily by a majority of the Board Members remaining in office. A replacement Board Member shall assume and complete the remaining term of the prior Board Member, unless otherwise agreed.

8.9 Voting Rights of Board Members

Each Board Member in good standing shall be entitled to cast one (1) vote on any motion or resolution properly put before the Board.

8.10 Attendance

Each Board Member must attend a minimum of fifty per cent (50%) of Board meetings held in any rolling twelve-month period. Participation by telephone, videoconference or other electronic means shall count as attendance for this purpose. A Board Member who fails to meet the minimum attendance requirement without good reason may, at the discretion of the Board, be removed pursuant to Section 8.5.

8.11 Conflicts of Interest

Any Board Member who has, directly or indirectly, a material interest in any matter to be considered at a Board meeting (whether by reason of a financial interest, a duty owed to another person, or otherwise) shall disclose the nature and extent of that interest to the other Board Members as soon as reasonably practicable, and in any event before the relevant matter is considered. Following such disclosure, the conflicted Board Member shall not vote on the relevant matter and shall absent themselves from the relevant part of the meeting unless the Board (by a majority of the non-conflicted Board Members) resolves that the conflicted Board Member's participation is not contrary to the interests of the Company. The Board shall maintain a conflicts register in which all disclosed interests shall be recorded.

8.12 Board Observers

The Chairperson may, with the approval of the Board, invite any person to attend a Board meeting as an observer. An observer may attend and, at the discretion of the Chairperson, participate in Board meetings but shall have no right to vote. Observer status may be revoked at any time by the Board.

9. Meetings of the Board of Directors

9.1 Regular Meetings

A regular meeting of the Board shall be held at least two (2) times per calendar year pursuant to duly issued notice of the date, time and place.

9.2 Other Meetings

Meetings of the Board other than regular meetings may be called by the Chairperson or by the written request of a majority of the Board Members submitted to the Chairperson or Secretary. Such meetings shall be held pursuant to duly issued notice of the date, time and place. Business transacted at any such meeting shall be limited to the purpose stated in the notice to the Board Members.

9.3 Notice of Meeting

Notice of the date, time and place of regular and other meetings of the Board shall be given not less than five (5) days before the time designated for such meeting (or such shorter period as the Board Members may unanimously agree). Notice may be given orally or in writing. If notice is given in writing, it shall be sent under the name of the Chairperson or the Secretary and shall be sent to each Board Member by post or electronic mail at the address or email address appearing in the records of the Company.

9.4 Quorum

The presence, whether in person, by telephone, videoconference or other communications equipment by means of which all persons participating in the meeting can hear each other and contribute, of the greater of (i) two (2) Board Members and (ii) one-third (1/3) of the Board Members in office immediately before the meeting begins, shall constitute a quorum for the transaction of any business at a meeting of the Board.

9.5 Majority Vote

When a quorum is present at any meeting, the vote of a majority of the Board Members participating in such meeting shall decide any question brought before the meeting, unless the question is one upon which by express provision of the Act, the articles of association of the Company or these By Laws a different vote is required. Each Board Member eligible to vote is entitled to one (1) vote.

9.6 Written Resolution

Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all Board Members consent thereto in writing or by electronic transmission (including by email or digital signature), which shall be deemed a vote in favour by that Board Member. Such consents may be executed in counterparts and shall together constitute one and the same instrument. Written resolutions of the Board shall be deposited with the Secretary.

9.7 Remote Participation

Board Members may participate in any Board meeting by telephone, videoconference or any other electronic means by which all persons participating in the meeting can hear each other and contribute to the proceedings. Participation by such means shall constitute attendance at that meeting for all purposes of these By Laws.

9.8 Minutes

Minutes of all meetings of the Board shall be maintained, approved by the Secretary and kept at the Registered Office or principal place of business of the Company.

10. Committees

10.1 Establishment of Committees

The Board may establish such standing committees and ad hoc project committees as it considers necessary or appropriate in connection with the affairs of the Company, and shall determine the terms of reference of each such committee by resolution from time to time. Each committee shall have such powers and duties as are conferred upon it by the Board and which are not otherwise inconsistent with these By Laws or applicable law. The Board may modify, dissolve or merge committees at any time.

10.2 Membership of Committees

The Chairperson, with the approval of a majority of the Board, shall appoint the members of each committee. Only Board Members in good standing may vote on any matter properly before a committee of the Board. The Chairperson may attend and participate in all committee meetings but shall not be required to be a member of any particular committee.

10.3 Ad Hoc Project Committees

In addition to any standing committees, the Board may from time to time establish ad hoc project committees to undertake specific work efforts, activities or projects in support of the purposes of the Company. The Board shall define the scope, membership and duration of each ad hoc project committee at the time of its establishment. Non-Board Member Members (including Associate Members and Observer Members) may be invited to participate in ad hoc project committees at the discretion of the Board, subject to such conditions as the Board may impose.

10.4 Advisory Committees

The Chairperson, generally in consultation with the Board, may establish, dissolve, modify and merge advisory committees commissioned to undertake activities, work efforts and projects, including (without limitation) committees engaged in providing information to the Board and/or the membership, working on industry and research initiatives, formulating recommended guidelines and standards, and planning and assisting in the conduct of conferences, meetings and exchanges of information. The Chairperson may appoint such qualified persons to serve as chair of, assist with, serve as liaison to, or otherwise co-ordinate the work of any advisory committee.

10.5 Working Groups

The Board may establish working groups open to named employee representatives of Steering Group Members and, at the Board's discretion, to Associate Members and Observer Members.

11. Officers

11.1 Appointment

The Board shall appoint the Officers of the Company, who shall include a Chairperson, a Treasurer and a Secretary, and such additional officers as the Board may from time to time determine, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board may from time to time determine. One person may hold two or more of the foregoing offices, except that a person holding the office of Chairperson shall not at the same time hold any additional office.

  1. 11.2The Chairperson shall at all times be a person nominated by the Company from among the holders of the OpenAttribution Permanent Seats or from among persons so designated by OpenAttribution Limited's management. The Chairperson shall chair all Board meetings and General Meetings, shall have a casting vote in the event of an equality of votes at any Board meeting, and shall perform such other duties as the Board may prescribe.
  2. 11.3The Treasurer shall be responsible for the custody of all funds and securities of the Company, shall oversee receipts and disbursements in accordance with the Company's financial controls policies, shall maintain accurate financial records and shall render to the Board, at each regular meeting or whenever the Board requires, an account of all financial transactions and of the financial condition of the Company.
  3. 11.4The Secretary shall keep the minutes and other statutory and corporate records of the Company and shall perform such other duties as may be assigned by the Board or the Chairperson.

11.5 Qualifications

The Treasurer and Secretary need not be Board Members of the Company. One person may hold two or more offices.

11.6 Term

An Officer shall continue to serve until the earlier of:

  1. (a)such Officer's successor is appointed and takes office; and
  2. (b)such time as that Officer is otherwise ineligible to serve in that capacity pursuant to these By Laws.

11.7 Resignation

Any Officer may resign at any time by giving the Board or the Secretary written notice to that effect. Such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon receipt of such notice.

11.8 Removal of Officers

The Treasurer and the Secretary may be removed at any time, for any reason or for no reason, by the vote of a majority of the entire Board. The Chairperson may be removed and replaced only by OpenAttribution Limited.

11.9 Vacancies

Any vacancy occurring in the office of Treasurer or Secretary shall be filled by the Board as soon as reasonably practicable. Any vacancy in the office of Chairperson shall be filled by OpenAttribution Limited.

11.10 Bonding

If requested by the Board, any person entrusted with the handling of funds or valuable property of the Company shall furnish, at the expense of the Company, a fidelity bond approved by the Board in such sum as the Board shall prescribe.

12. Notices and participation in meetings

12.1 Form

Whenever, under the provisions of any statute, the articles of association of the Company or these By Laws, notice is required to be given to any Board Member or Member, such notice may be given personally, in writing by first class post (postage prepaid), by electronic mail or by such other electronic or digital means as the Board may from time to time approve. Any notice given by first class post shall be deemed to have been given forty-eight (48) hours after the time of posting. Any notice given by electronic mail or other electronic means shall be deemed to have been given at the time of transmission.

12.2 Waiver

Whenever any notice is required to be given under the provisions of any statute, the articles of association of the Company or these By Laws, a waiver thereof in writing (including by electronic transmission) signed by the person or persons entitled to that notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

12.3 Remote Participation in Meetings

Any action taken or notice given pursuant to the articles of association of the Company, these By Laws or any resolution adopted by the Company, including (without limitation) any participation or attendance in or at meetings of the Board and/or any committees thereof, or at any General Meeting, may be taken or given or satisfied by means of telephone, videoconference or other electronic means by which all persons participating can hear each other and contribute to the proceedings, unless prohibited by law.

13. Intellectual property

13.1 Ownership

All Intellectual Property created, developed, contributed to or otherwise generated by the Company or on its behalf, including (without limitation) all standards, specifications, software, source code, object code, data and documentation (collectively, "Company IP"), shall be owned exclusively by OpenAttribution Limited. No Member, Board Member, Officer or participant in any working group or committee shall acquire any right, title or interest in or to any Company IP by reason of their membership of, or participation in, the Company or any of its working groups or committees.

13.2 Exploitation

The Board shall determine how Company IP is to be exploited, commercialised, licensed or otherwise made available, having regard to the purposes of the Company set out in Section 3 and to the best interests of the membership.

13.3 Licensing

Subject to the remainder of this paragraph, the Company's policy is to make its standards, specifications, schemas, protocols, documentation, reference implementations, software development kits and related materials available on an open and non-discriminatory basis, under open-source, open-access or permissive licences. Any material change to the Company's overall licensing policy, or any decision to license Company IP on materially less open or more restrictive terms than previously approved by the Board, shall require the approval of a Supermajority of all Voting Members in accordance with Section 6.5.3.

13.4 Member Contributions

Where a Member or working group participant contributes pre-existing Intellectual Property to the Company or to any project or working group activity, the terms of any licence or assignment of such contributed IP shall be agreed in writing between the Company and the contributing Member prior to such contribution. In the absence of such agreement, no licence or assignment shall be implied.

13.5 Employee Representatives

Where a named employee representative of a Steering Group Member participates in meetings of the Company and the development of Company IP in their capacity as a Board Member or working group participant, any IP so created shall vest in the Company in accordance with Section 13.1. Each Steering Group Member shall procure that its employee representative is authorised, and has all necessary internal approvals, to participate in such activities on that basis, and shall notify the Company promptly if it is unable to give such authorisation in respect of any particular contribution.

14. Miscellaneous provisions

14.1 Contracts

The Board may authorise any Officer, agent or agents, in the name of or on behalf of the Company, to enter into any contract or to execute and satisfy any instrument, and any such authority may be general or confined to specific instances.

14.2 Cheques, Drafts and Payments

All cheques, drafts and other orders for payment of money out of the funds of the Company and all notes and other evidences of indebtedness of the Company shall be signed on behalf of the Company in such manner as the Board may from time to time determine by resolution.

14.3 Deposits

The funds of the Company not otherwise employed shall be deposited from time to time to the order of the Company in such banks, trust companies or other licensed depositories as the Board may select or as may be selected by an Officer, agent or agents of the Company to whom such power may from time to time be delegated by the Board.

14.4 Conflicts of Interest

The Board shall maintain a written conflicts of interest policy consistent with Section 8.11. Any Member who has a direct or indirect interest in any matter involving the Company shall disclose that interest in accordance with such policy and shall require the approval of the other Board members (excluding any conflicted Board member) before taking any action that could give rise to, or involve, a conflict. The Board shall have the authority to authorise and ratify any contract or arrangement with any Officer, Member, agent or Board Member that the Board (excluding any conflicted member) considers necessary or advisable and in the best interests of the Company.

14.5 Books and Records

There shall be kept at the Registered Office or principal place of business of the Company, or at the offices of its designated legal advisers, accountants or other professional advisers, such records, data, information and books of account of the Company, its activities, operations, transactions and agreements as are required by law or as the Board considers appropriate. The Board shall from time to time determine whether and, if so, when and under what conditions the accounts and books of the Company (except as may by statute be specifically open to inspection) shall be open to the inspection of the Members.

14.6 Indemnification

Any person made a party to any action, suit or proceeding by reason of the fact that they are or were a Board Member or Officer of the Company (or of any other company in which they served as such at the request of the Company) shall be indemnified by the Company against all losses, liabilities, damages, costs and expenses, including (but not limited to) legal costs, actually and necessarily incurred in connection with the defence or settlement of such claim, action, suit or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged that such Officer or Board Member is liable for fraud, gross negligence or wilful misconduct in the performance of their duties. The Board shall authorise and direct the purchase of reasonable insurance coverage (including Board Members' and Officers' liability insurance) in respect of this indemnification obligation. The foregoing rights of indemnification shall not be exclusive of any other rights to which any Board Member or Officer may be entitled under any law, regulation, statute, these By Laws or any resolution of the Members or of the Board.

14.7 Amendment of By Laws

These By Laws may only be amended as follows:

  1. 14.7.1The Board shall first propose an amendment to, or restatement of, these By Laws by written resolution or at a Board meeting, and such proposal shall require approval by a majority of the entire Board;
  2. 14.7.2Any proposed amendment shall then be submitted to the Voting Members for approval at a General Meeting (or by written resolution in accordance with Section 6.5.6), and shall require the approval of a Supermajority of all Voting Members;
  3. 14.7.3Any amendment or restatement of these By Laws shall be set out in full in the minutes of the relevant meeting or, in the case of a written resolution, in the resolution itself, and shall be filed at Companies House where required by the Act.

14.8 Dissolution

In the event the Board determines that the Company shall be dissolved, the Board shall develop a plan of dissolution. Upon dissolution of the Company, the assets of the Company shall be distributed pursuant to such plan of dissolution adopted by the Voting Members, provided that no part of the net earnings of the Company shall inure to the benefit of any Member.