SEMTA Legal

Who SEMTA is, when we formed etc

Introduction

  • The name of the Federation shall be the “Search Engine Marketing Trade Association” (referred to in this constitution as “SEMTA”).
  • SEMTA was established on October 1st 2014
  • SEMTA has the following mission statement -

SEMTA provides a service to search marketing professionals by helping to establish a favourable operating environment, by providing a forum for discussion and by providing information to assist them in their business. SEMTA has been formed to become a representative body for the search marketing industry in the UK & Europe, be a centre of expertise and provide an information and networking resource for members.”

“SEMTA has three core initiatives which are education, research and standards.”

Objectives

  • SEMTA shall have the following objectives -
  • To be a central representative body to put the views of search engine marketing companies to Government departments and agencies, Parliament, the European Commission and Parliament and other relevant organisations.
  •  To be a research and statistical centre, to aggregate and publish statistics, and to provide analysis on search engine marketing and other relevant market information.
  • To be a technical centre providing commentary, guidance and advice on all legal and other regulatory developments of relevance to search engine marketing.
  • To provide a forum for the exchange of non-competitive information.
  • To promote the search engine marketing industry.

Membership

   Membership of SEMTA is available to companies and individuals whose primary service involves search engine marketing (70% or above of workload/revenue). Admission to membership is at the discretion of the Executive Committee.

Associates

 The Executive Committee shall, at its discretion, admit as an associate of SEMTA any organisation that does not provide search engine marketing services but which is otherwise interested in the business. Associates shall be entitled to receive most publications and other literature prepared under the auspices of SEMTA, and otherwise be entitled to participate in the affairs of SEMTA as decided by the Executive Committee.

Finance of SEMTA

  • The financial year of SEMTA shall be the calendar year but this may be changed by resolution of the Executive Committee.
  • The subscription scale shall be set by the Executive Committee in consultation with members.
  • Associates shall pay an annual subscription fixed by the Executive Committee.

Meetings of SEMTA

  • SEMTA shall hold an annual general meeting not later than four months after the end of each financial year. At least 10 members of SEMTA, or the Executive Committee, may at any time require the Secretary to convene a general meeting of SEMTA. In convening such a meeting the Secretary shall give not less than 21 days notice to members.

Executive Committee

The affairs of SEMTA shall be directed by an Executive Committee comprising -

  • Representatives of the two largest companies in membership.
  • Six members elected on a [national/regional/size] basis, each member serving for a three year term. Each member shall have as many votes as there are vacancies. The Executive Committee may make bye-laws governing the conduct of elections including provision to phase retirements.
  • No more than three members co-opted by the Executive Committee.
  • A member of the Executive Committee shall cease to be a member if he resigns from, or if he ceases to hold office in, the institution in which he has hitherto held office.
  • Each member of the Executive Committee shall have one vote. The President shall have a second, or casting, vote in the event of equality.

President and Deputy President

The Executive Committee shall, at its first meeting in each financial year, elect a President to hold office until the first meeting in the following financial year. The Executive Committee shall also elect a Deputy President. No person may hold the office of President, or of Deputy President, for more than two consecutive years. In the event of the President or the Deputy President resigning or ceasing to be a member of the Executive Committee, the Committee shall have power to elect a replacement to serve for the remainder of the term, this period of office not counting for the purpose of the requirement in the previous sentence.

Publicity

SEMTA shall publish an annual report on its activities and a list of subscribing members. Both these documents will be published on SEMTA’s website with the membership list being always up to date.

Committees and Panels

The Executive Committee may establish and maintain sub-committees and project groups, and may delegate matters to them.

The Executive Committee may appoint technical panels to advise and assist it.

Director General

The Executive Committee shall appoint a Director General who shall be responsible to it for the management of SEMTA and who shall also be the principal representative of SEMTA and the principal policy adviser to the Executive Committee.

Delegation

The Executive Committee and the Director General may delegate any of their powers

Revision of the Constitution

This constitution shall be amended by SEMTA, provided that at least 70% of the directors of SEMTA present at the meeting vote in favour of amendments of which prior notice has been given.

Transitional arrangements

The following transitional arrangements shall apply ……….(NOTE: To be added)

[This should cover among other things, the composition of the initial executive committee, the officers who will serve to the first AGM, the initial subscription scale, and entry fee if any, and the name of the initial director general.]

Titles for those involved

  • Jon Myers- Chairman
  • Nick Garner – Chief Executive
  • Nicky Wake – Events Director
  • Steve Lock – Training and Education Director
  • Anna Moss –  Operations & Legal Director
  • Jo Turnbull – Community Director
  • Judith Lewis – Standards Director
  • Russ Mc Athy – Marketing Director

Advisory Board

  • Dr Aleksej Heinze (Salford Business School) – education/standards
  • Jackie hole – PPC
  • Julia logan – Technical SEO /  Blackhat
  • Kelvin Newman – Events
  • Gus Ferguson – Community
  • Pete Young – PPC/Agency

 

Association Documents

Memorandum of Association

  • Name of Trade Association – SEMTA
  • Jurisdiction in which the Trade Association is registered – United Kingdom
  • The “objects” of the Trade Association (the reason for its existence) -
  • The “powers” of the Association (those things which it will lawfully be able to do, in pursuit of its “objects”).
  • A statement that the liability of the Trade Association company’s “members” (analogous to do commercial company’s “shareholders”) in respect of the Trade Association’s debts on winding up is limited.
  • A “guarantee” clause, under which the members of the company undertake to contribute a certain amount of money towards the debts of the Trade Association in the event that it is wound up – usually a nominal figure such as £1.
  • A statement as to what will happen to the assets of the Trade Association upon its winding up or dissolution.
  1. Articles or Association
  • A clause setting out the definition of any terms in the document which have specifically–defined meanings within the rest of the document.
  • A statement of who the company’s “members” are see above for an explanation of this term. The members have the right to attend, speak and vote at general meetings of the company through which the Trade Association operates. Their “Company law members” may be different from “associate members” or other classes of member which the Trade Association may create from time to time.
  • A clause or clauses (“provisions”) setting out other types or “classes” of member (if there are to be any).
  • Provisions setting out how a person becomes a Company law member of the Trade Association.
  • Provisions dealing with how company law members or other types of member of the Trade Association cease to become members or are expelled.
  • Provisions setting out membership fees and subscriptions.
  • Provisions dealing with how general meetings of the “company law members” are called held and conducted.
  • Provisions setting out how the “board” (possibly also called “the council” or some other names, depending on the internal language used within the particular Trade Association) is constituted. This includes how persons become members of the governing board, what particular functions they may carry out, minimum and maximum numbers of board members, how meetings are called, held and conducted, whether and how sub-committees of the board may be constituted and how board members may be removed.
  • Provisions dealing with the production and filing accounts.
  • Provisions dealing with how board members’ conflicts of interest are to be dealt with.
  • Provisions as to how notices are to be sent to board members and company law members and how the Trade Association is to communicate generally with these persons.
  • The Articles may include a set of “By-Laws”, setting out further particular rules relating to how the Trade Association’s operates.

Note:

From 1 October 2009, the constitutional provisions of companies’ memoranda of association listed at the top of this note will no longer appear in the memorandum of association. Instead, if the company was incorporated:

  • after 1 October, then the provisions will have to appear in the articles of association instead; or
  • before 1 October, then the law will treat those provisions of the memorandum as though they were actually in the company’s articles of association.

If someone asks a company for a copy of its articles of association after 1 October, but the company was incorporated before 1 October and the provisions treated as being in the articles are still physically set out in its memorandum, then the company should supply a copy of the memorandum as well as the articles.

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