Constitution

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Commonwealth Cybercrime Initiative

Constitution

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COMMONWEALTH CYBERCRIME INITIATIVE

CONSTITUTION

1 This Association, to be known as the Commonwealth Cybercrime Initiative (the ‘Initiative’) is a non-‐profit making, non-‐governmental Commonwealth unincorporated association established for the purpose of pursuing the Object. The Initiative has no distinct legal personality over and above that of the Secretariat, there being no intention to create legal relations either between partners to the Initiative or between the Initiative and States requesting assistance.

2 Object

The object of the Initiative shall be to assist developing countries across the Commonwealth and, where appropriate, beyond, to build their institutional capacity in the areas of policy, legislation and technical and operational abilities in fighting cybercrime through including but not limited to the sharing of expertise and best practice from existing resources (the Object).

3 In furtherance of the Object but not further or otherwise the Initiative shall exist to:

3.1 encourage, promote and assist the formation and development of the Initiative, and of the Executive Management Group, Secretariat and Steering Group within it;

3.2 collaborate with other organisations and governmental bodies to work towards implementation across Commonwealth member states and beyond of harmonised legal regimes appertaining to cybercrime, as well as the establishment of legal frameworks, protocols and codes of practice to enable international collaboration in law enforcement;

3.3 establish effective protocols for international co-‐operation in the investigation and prosecution of cybercrime;

3.4 liaise, collaborate and share expertise and strategies with other groups, organisations or governmental bodies, from across the global community;

3.5 make arrangements with suitable project partners for the implementation of projects;

3.6 co-‐finance projects in Commonwealth member states;

3.7 mobilise funding for capacity building, in particular in developing countries;

3.8 bring together in conference representatives of voluntary organisations, governmental bodies, statutory authorities and individuals;

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3.9 appoint delegates and representatives to any other bodies with which the Initiative may be concerned;

3.10 collect and disseminate information on all matters affecting the Object and exchange such information with other bodies, having similar objects, in whatever jurisdiction;

3.11 promote and carry out, or assist in promoting and carrying out, research, surveys and investigations and publish the useful results of such research, surveys and investigations;

3.12 arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes, seminars and training courses;

3.13 procure contributions to the Initiative by personal or written appeals, public meetings or otherwise;

3.14 procure to be written and print, publish, issue and circulate gratuitously or otherwise such papers, books, periodicals, pamphlets or other documents or films or recorded tapes or similar media as shall further such Object;

3.15 subject to such consents as may be required by law, accept gifts whether in the form of permanent endowment or otherwise, for the general purposes of the Initiative or for any special purpose connected with the Initiative;

3.16 purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of such object and construct, maintain and alter any buildings or erections necessary for the work of the Initiative;

3.17 borrow or raise money for the Object on such terms and on such security as shall be thought fit;

3.18 invest the money of the Initiative, not immediately required for such object, in or on such investments, securities or property, as may be thought fit, to the intent that the Initiative shall have the same powers in all respects as beneficial owners beneficially entitled;

3.19 employ any person, firm or company, not being a representative on the Executive Management Group or the Steering Group, to manage or assist in managing the Initiative’s investments upon such reasonable terms as the Executive Management Group thinks fit; and

3.20 do all such other lawful things as are necessary for the attainment of such object.

4 Composition of the Initiative and Statement of Purpose

The Initiative shall comprise:

4.1 the Executive Management Group;

4.2 the Steering Group; and

4.3 the Secretariat.

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5 The Initiative if it thinks fit may appoint a Patron, President and Vice-‐Presidents of the Initiative who on appointment shall ex officio be an honorary representative of the Executive Management Group.

6 The Executive Management Group, Steering Group and Secretariat and all honorary representatives of the Initiative shall sign a Statement of Purpose (Annex 1) evidencing the mission of the Initiative and their commitment to it. All signatories to the Statement of Purpose shall be known as ‘partners’ to the Initiative.

7 Interim Executive Management Group

7.1 There shall be an Interim Executive Management Group (‘Interim Executive Management Group’) to oversee the initial set-‐up and development of the Initiative and its component organisations;

7.2 The Chairman of the Interim Executive Management Group shall be Joseph Tabone;

7.3 The Executive Management Group will be formally established once all the requirements set out in clause 10.2 are satisfied. Once the Executive Management Group has been formally established, the Interim Executive Management Group shall hand over all of its powers and responsibilities to the Executive Management Group, and the Interim Executive Management Group shall then be dissolved and cease to exist.

8 Executive Management Group — Powers and Duties

8.1 The Executive Management Group shall have the general management and direction of the funds and affairs of the Initiative, and in particular (but without prejudice to the generality of the foregoing) may make and, from time to time, vary rules and bye-‐laws for the Initiative, provided that any such rules and bye-‐laws are not inconsistent with this Constitution.

8.2 The proceedings of the Executive Management Group shall not be invalidated by any failure to elect or any defect in the selection, appointment, co-‐option or qualification of any EMG Representative.

9 Executive Management Group – Terms of Reference

The terms of reference of the Executive Management Group shall be as follows:

(a) Drive the formulation of the Initiative;

(b) Approve a strategy for the launch of the Initiative and the implementation of the Object,

(c) Identify financial and technical resources for implementation;

(d) Sign off draft budgets;

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(e) Approve and sign off the audited accounts;

(f) Secure implementation partners;

(g) Raise awareness of the Initiative and secure buy-‐in amongst Commonwealth member states,

(h) Set criteria for country selection for projects to be carried out in pursuance of the Object;

(i) Propose project options to the Steering Group and relevant terms of reference for those projects;

(j) Provide oversight of projects by establishing and maintaining a proper project management framework to include monitoring, quality standards, execution of deliverables and authorisation of final sign off;

(k) Endeavour to achieve optimal technology/knowledge transfer in building capacity;

(l) Commission relevant research to avoid replication and to promote fast track implementation of projects;

(m) Maintain an appropriate governance structure to oversee the Initiative.

10 Executive Management Group — Representatives

The Executive Management Group shall comprise not less than four nor more than ten representatives (EMG Representatives), excluding the Chairman.

10.1 The Executive Management Group shall consist of the following EMG Representatives:

(a) a single representative from each of between one and four selected Commonwealth governments which are making a financial contribution to the operations of the Initiative (‘Funding EMG Representatives’);

(b) a single representative from each of between one and four selected Commonwealth governments which are not making a financial contribution to the operations of the Initiative (‘Non-‐Funding EMG Representatives’);

(c) a single representative from the Commonwealth Secretariat (‘Commonwealth Secretariat EMG Representative’); and

(d) two representatives from the Steering Group.

10.2 In selecting the initial EMG Representatives:

(a) The Interim Executive Management Group shall decide which Commonwealth governments should be asked to provide an EMG Representative as a Funding EMG Representative, basing its decision on the level of funding contributed by each Commonwealth government towards the Initiative, the minimum funding level for entry to be £65,000, except in exceptional circumstances. Each Commonwealth

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government chosen should then select an appropriate Funding EMG Representative to be a part of the Executive Management Group.

(b) The Interim Executive Management Group shall decide which Commonwealth governments should be asked to provide a Non-‐Funding EMG Representative, basing its decision on the criteria set out in the Bye-‐Laws. Each Commonwealth government chosen should then select an appropriate Non-‐Funding EMG Representative to be part of the Executive Management Group.

(c) The Secretariat shall select its own representative to be the Commonwealth Secretariat EMG Representative;

(d) The Interim Executive Management Group shall decide the length of time for which each initial EMG Representative shall hold their position, which shall be for either one, two or three years (the Initial Term), in order to ensure that the EMG Representatives are not all due to retire at the same time;

(e) The Steering Group shall select its own representatives to be the Steering Group EMG Representatives.

10.3 At the end of each EMG Representative’s Initial Term, that EMG Representative shall retire, but shall be eligible for re-‐selection for successive three-‐year terms thereafter.

10.4 If at the end of an EMG Representative’s Initial Term, he or she is not or does not wish to be re-‐selected, the replacement EMG Representative shall hold their position as an EMG Representative for three years. At the end of their three year term, the EMG Representative shall retire but shall be eligible for re-‐selection. All future EMG Representatives shall hold their positions for successive three year terms, unless they choose to stand down or are not re-‐selected.

10.5 In selecting future EMG Representatives:

(a) Prior to retirement of an Funding EMG Representative, the existing EMG Representatives shall decide which Commonwealth government will be asked to provide a new Funding EMG Representative, basing its decision on the level of funding contributed by each Commonwealth government towards the Initiative, the minimum funding level for entry to be decided by the Executive Management Group. Each Commonwealth government chosen should then select an appropriate representative to be a Funding EMG Representative of the Executive Management Group. The new Funding EMG Representative will not take office until the retirement of the departing Funding EMG Representative;

(b) Prior to retirement of a Non-‐Funding EMG Representative, the existing EMG Representatives shall decide which Commonwealth government will be asked to provide a new Non-‐Funding EMG Representative, basing its decision on the criteria set out in the bye-‐laws. Each Commonwealth government chosen should then select an appropriate representative to be a Non-‐Funding EMG Representative of the Executive Management Group. The new Non-‐Funding EMG Representative will not take office until the retirement of the departing Non-‐Funding EMG Representative;

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(c) Prior to retirement of the Commonwealth Secretariat EMG Representative, the Commonwealth Secretariat shall select its own representative to be the new Commonwealth Secretariat EMG Representative. The new Commonwealth Secretariat EMG Representative will not take office until the retirement of the departing Commonwealth Secretariat EMG Representative;

(d) Prior to retirement of the Legal Adviser EMG Representative, the existing EMG Representatives shall select a suitable legal adviser to be the new Legal Adviser EMG Representative, basing its decision on the qualifications, experience and suitability of potential candidates. The new Legal Adviser EMG Representative will not take office until the retirement of the departing Legal Adviser EMG Representative.

10.6 EMG Representatives who are unable to attend any particular meeting of the Executive Management Group may appoint a proxy to act on his or her behalf;

10.7 EMG Representatives resigning or otherwise leaving the Commonwealth government or the Commonwealth Secretariat of which they are the representative, shall immediately cease to be an EMG Representative. Their appointing Commonwealth government or Commonwealth Secretariat shall appoint a replacement EMG Representative.

10.8 Each EMG Representative shall have one vote and, in the event of a tie, the Chairman will have a second or casting vote.

10.9 The Chair of the Secretariat may observe Executive Management Group meetings, but shall have no voting rights.

10.10 The Chair of the Steering Group may observe Executive Management Group meetings, but shall have no voting rights.

10.11 The Chairman may bring an assistant to attend meetings of the Executive Management Group, but this assistant shall not have any voting rights.

10.12 In selecting the Chairman of the Executive Management Group:

(a) The initial Chairman shall be selected by the Interim Executive Management Group, basing its decision on the qualifications, experience and suitability of potential candidates, with responsibility to drive the initial impetus and success of the Executive Management Group. The Chairman need not be an existing EMG Representative;

(b) Each Chairman shall hold their position for two years, when they shall then retire from their position as Chairman, but shall be eligible for re-‐selection;

(c) Each future Chairman shall be selected by the Executive Management Group, basing its decision on the qualifications, experience and suitability of potential candidates. The Chairman need not be an existing EMG Representative.

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11 Steering Group – Terms of Reference

11.1 There shall be a Steering Group to advise and assist the Secretariat and the Executive Management Group on proposals and projects to achieve the Object. The terms of reference shall be as follows:

(a) Consider and, if found appropriate, endorse the strategy for the Initiative’s implementation;

(b) Identify and recommend candidate countries and projects for assistance;

(c) Help secure champions and contribute expertise;

(d) Provide input into the formulation of projects;

(e) Propose participating partners and resources for specific projects;

(f) Contribute to implementation of projects as a group or as individual representatives; and

(g) Provide general advice and direction in the interest of progressing the implementation of the Initiative.

12 Steering Group – Representatives

12.1 The representatives of the Steering Group (the SG Representatives) shall consist of representatives from such of the stakeholder and partner organisations as shall be willing to contribute knowledge, technical, and/or funding expertise and resources to run projects selected to achieve the Object, and, for the avoidance of doubt, financial contribution to projects will not be a necessary requirement in order for a stakeholder or partner organisation to have a representative on the Steering Group.

12.2 For the avoidance of doubt, the SG Representatives will bear no liability for decisions of the Executive Management Group.

12.3 The Executive Management Group shall invite stakeholder and partner organisations to provide an individual to be a SG Representative. Each stakeholder and partner organisation, if it so wishes, should then select an appropriate individual to be a SG Representative.

12.4 The Chair of the Secretariat may observe Steering Group meetings, but that individual shall not have any voting rights.

12.5 The Executive Management Group may send one EMG Representative to observe Steering Group meetings, but this EMG representative shall not have any voting rights.

12.6 Each SG Representative, EMG Representative and Secretariat representative will be obliged to sign the Mission Statement of the Steering Group, evidencing their commitment to the Steering Group and the Initiative.

12.7 There shall be no limit on the number of SG Representatives or their term of office.

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12.8 A SG Representative may be removed from the Steering Group on a majority vote of the SG Representatives.

12.9 SG Representatives resigning or otherwise leaving the stakeholder or partner organisation of which they are the representative, shall immediately cease to be a SG Representative. Their appointing stakeholder or partner organisation shall appoint a replacement representative to be a SG Representative.

12.10 SG Representatives who are unable to attend any particular meeting of the Steering Group may appoint a proxy to act on his or her behalf.

12.11 The Chairman may bring an assistant to attend meetings of the Steering Group, but this assistant shall not have any voting rights.

12.12 All SG Representatives shall have one vote, and in the event of a tie, the Chairman will have a second or casting vote.

12.13 The decisions of the Steering Group shall be decided by majority vote.

13 Interaction between the Executive Management Group and the Steering Group

13.1 The Executive Management Group is to make all relevant operational and administrative decisions regarding the activities of the Initiative, following consultation with the Steering Group as appropriate in accordance with 11.1 above.

13.2 Where project work has been assigned to a partner organisation on the Steering Group, that organisation will be responsible for the delivery of the work, subject only to a requirement to provide the Initiative with regular updates on progress..

14 Steering Group – Chair

14.1 The initial Chairman shall be selected by the Interim Executive Management Group, basing its decision on the qualifications, experience and suitability of potential candidates, in order to ensure the initial impetus and success of the Steering Group. The initial Chairman need not be an existing SG Representative;

14.2 The initial and future Chairman shall hold their position for two years, when they shall then retire from their position as Chairman, but shall be eligible for re-‐selection;

14.3 Future Chairmen shall be selected by the Steering Group, basing its decision on the qualifications, experience and suitability of potential candidates. The Chairman need not be an existing SG Representative.

15 Secretariat – Terms of Reference

The Secretariat shall provide secretariat services for the Initiative.

15.1 The terms of reference will be to:

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(a) Provide the operational environment which will enable the operation of the Initiative including an appropriate project management and co-‐ordination framework;

(b) Retain resources to support the ongoing requirements of the Initiative;

(c) Conduct relevant research and disseminate outcomes to the Executive Management Group and Steering Group as appropriate;

(d) Compile and maintain a repository of extant technical resources which could be deployed for projects;

(e) Maintain up-‐to-‐date information relating to the Initiative on the Commonwealth Internet Governance Forum website;

(f) In consultation with the Executive Management Group and the Steering Group develop a strategy for the Initiative for approval by the Executive Management Group, and deriving from this annual budgets and business plans;

(g) Prepare agendas for meetings of the Executive Management Group and of the Steering Group, taking minutes and monitoring action items;

(h) Keep governments who have agreed to be part of the Initiative informed of developments through Commonwealth Connects Points of Contact Network;

(i) Prepare project terms of reference and proposals as appropriate;

(j) Draw up contractual agreements in respect of projects with executing partners;

(k) Reach out to additional potential partners and propose to the Executive Management Group relationships by way of Memoranda of Understanding;

(l) Prepare status reports for the Executive Management Group and the Steering Group;

(m) Keep detailed accounts of revenues and expenditure and present audited annual accounts to the Executive Management Group for sign off, and to the Steering Group for its information;

(n) Liaise with the Commonwealth Secretariat and national points of contact;

(o) Identify candidate projects to the Executive Management Group;

(p) Conduct post implementation audits prior to project sign offs;

(q) Drive the launch and sustainability of the Initiative;

(r) Prepare the appropriate presentations at various fora; and

(s) Be the central source of information for the Initiative.

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(t) The Secretariat will agree with the Executive Management Group rules governing the financing of travel arrangements.

16 Secretariat

16.1 Secretariat services to the Initiative, including to the Executive Management Group and the Steering Group shall initially be provided by COMNET.

16.2 The performance of the Secretariat shall be subject to annual review by the Executive Management Group, and the Executive Management Group reserves the right to appoint a successor organisation to fulfil the Secretariat role for the Initiative if a majority of the EMG Representatives consider it would be in the best interests of the Initiative to do so.

16.3 The Secretariat shall provide at least one employee dedicated to the assessment and monitoring of the projects undertaken on behalf of the Initiative in furtherance of the Object.

16.4 The Secretariat shall provide a Secretary to minute all meetings of the Executive Management Group and the Steering Group.

17 Finance -‐ Payments and Bank Accounts

17.1 All funds and assets in the possession of the Initiative shall be held, paid out and applied as the Executive Management Group may direct in furtherance of the Object,

17.2 The funds and assets of the Initiative shall be raised, held and administered separately, between the following purposes:

(a) Funding for the Secretariat and the running of the Initiative;

(b) Funding obtained to advance specific project work; and

(c) Co-‐funding supplied by other bodies towards jointly run projects.

17.3 Where the Executive Management Group and the Steering Group have approved funding for a particular project, the Secretariat shall be notified of the terms of that funding agreement and, provided that all expenditure on the project shall be for the purposes of that project and within the agreed parameters, no further approval by the Executive Management Group shall be required, although the Secretariat shall be required to report to the Executive Management Group as required in the initial instructions.

17.4 For the avoidance of doubt, all of the funding streams referred to in clause 17.2 shall be subject to the rules and provisions relating to finances set out in clauses 17 and 18.

17.5 The Secretariat shall maintain separate financial records of the income and expenditure of the Executive Management Group, the Steering Group and the Secretariat.

17.6 Nothing contained in this Constitution shall prevent the repayment of reasonable and proper out-‐of-‐pocket expenses of any EMG Representative or SG Representative or the

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Secretariat in or about the execution of any function or duty on behalf of the Initiative, such payments to be made only in accordance with any relevant policies adopted by the Initiative.

17.7 For the avoidance of doubt, EMG Representatives and SG Representatives shall be expected to fund their own travel expenses for attending a meeting of the Executive Management Group or the Steering Group (as applicable).

17.8 The Secretariat shall arrange for three bank accounts to be opened with such bank as the Secretariat shall from time to time decide, each bank account to hold the funds for one of the three purposes set out in clause 17.2, and all bank accounts to have the words ‘Commonwealth Cybercrime Initiative’ within their name.

17.9 In the event that funds become available specifically for scoping missions, or should it be deemed appropriate to open any new bank accounts for specific purposes, such bank accounts are to be opened in accordance with clause 17.8 above.

17.10 All payments from such bank accounts shall be signed by any two employees of the Secretariat.

17.11 All documents requiring endorsement shall be sufficiently endorsed if signed by two employees of the Secretariat.

17.12 The Secretariat shall ensure that proper accounts are kept of the finances of the Initiative.

17.13 The statements of the bank accounts of the Initiative shall be made available to the Executive Management Group at all Executive Management Group meetings and at the request of any EMG Representative.

17.14 The Steering Group shall have access to all financial information of the Initiative.

17.15 The Secretariat shall notify the Executive Management Group of all disbursements from the bank accounts of the Initiative, and all disbursements over £1,000 shall require the prior approval of the chairman of the Executive Management Group, and, for the avoidance of doubt, it is permissible for such notification to be by electronic means.

18 Finance -‐ Investment of Funds

18.1 The Secretariat shall from time to time recommend to the Executive Management Group the amount of funds surplus to immediate requirements and the Executive Management Group shall decide upon the amount to be invested and the manner of its investment.

18.2 The Secretariat may delegate to any person, who is in the opinion of the Secretariat qualified for that purpose, the management of any land belonging to the Initiative or the making and changing of the Initiative’s investments, provided that such person shall give to the Secretariat a regular account of such activities concerning the same.

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19 Finance -‐ Auditors

One or more independent qualified auditors, shall be elected at the Annual General Meeting.

20 The accounts shall be audited at least once a year and an audited statement of the accounts for the last financial year shall be submitted by the Executive Management Group to the Annual General Meeting.

21 Annual General Meeting

21.1

(a) An Annual General Meeting of the Initiative shall be held once in each year at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Executive Management Group shall determine.

(b) At least 21 clear days’ notice shall be given by the Secretariat to each EMG Representative and SG Representative of the Initiative.

21.2 The business of the Annual General Meeting shall be:

(a) to receive reports from the Chairman of the Executive Management Group, from the Secretariat and from the Chairman of the Steering Group and from any other necessary involved groups or partner organisations as decided by the Executive Management Group;

(b) to receive and approve the annual accounts and to appoint auditors; and

(c) to consider any matter or proposal of which due notice has been given in writing to the Chairman of the Executive Management Group or the Secretary not less than ten days before the date of the meeting.

22 Other General Meetings

22.1 The Executive Management Group may at any time, and shall within 21 days of receiving a request in writing of any ten EMG Representatives or SG Representatives of the Initiative, convene a Special General Meeting of the Initiative.

22.2 Not less than 21 days’ notice shall be given by the Secretary to each EMG Representative and SG Representative of the Initiative, specifying the business to be transacted.

23 Executive Management Group Meetings

Executive Management Group Meetings shall be held not less frequently than four times per annum, as needed, and can be attended in person or by other virtual/electronic means.

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24 Steering Group Meetings

Steering Group Meetings shall be held not less frequently than twice per annum, as needed, and can be attended in person or by other virtual/electronic means.

25 Quorum

A quorum shall consist:

25.1 at a General Meeting of a majority of EMG Representatives and SG Representatives;

25.2 at an Executive Management Group Meeting of four of the EMG Representatives; and

25.3 At a Steering Group Meeting of a majority of the SG Representatives.

26 Chairman

In the absence of the Chairman, those attending shall elect a chairman for the meeting from among their number.

27 Notice of Meetings

Any notice to an EMG Representative or SG Representative shall be in writing and shall be sufficiently given either if sent by first class post within the UK, or sent in electronic form or if delivered personally by a person authorised by the Executive Management Group, to the address of the EMG Representative or SG Representative registered in the records of the Initiative (if sent by first class post it shall be assumed to have arrived on the next day and if sent in electronic form, providing that it can be shown that it was sent to the electronic address provided by the EMG Representative or SG Representative, it is treated as being delivered at the time it was sent).

28 Voting

Save as otherwise provided all questions arising at any meeting of any Group or sub–committee of any Group of the Initiative shall be decided by a simple majority of those present and entitled to vote (including those attending by virtual or electronic means).

28.1 Arrangements for proxy voting from time to time may be made by the Executive Management Group and the Steering Group.

28.2 In case of an equality of votes, the chairman of the relevant meeting shall have a second or casting vote.

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29 Written Resolutions

29.1 For the Executive Management Group and the Steering Group, a resolution in writing, signed by all the EMG Representatives or SG Representatives entitled to receive notice of a meeting of that group and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of either the Executive Management Group or Steering Group (as appropriate) duly convened and held and may consist of several documents in like form each signed by one or more EMG Representatives or SG Representatives.

29.2 Such written resolutions can be created and distributed by means of electronic communication, and responses can be indicated and returned by means of electronic communication.

30 Minutes

Minute books shall be kept by the Secretariat and the Secretariat shall enter in the minute book a record of all proceedings and resolutions.

31 Conflict of Interests

31.1 Whenever an EMG Representative or SG Representative has a personal interest directly or indirectly in a matter to be discussed at a meeting of the Executive Management Group or Steering Group (as applicable) or in any transaction or arrangement with the Initiative (whether proposed or already entered into), the EMG Representative or SG Representative concerned shall:

(a) declare an interest at or before any discussion on the item;

(b) withdraw from any discussion on the item save to the extent that he is invited expressly to contribute information;

(c) not be counted in the quorum for the part of any meeting and any vote devoted to that item; and

(d) withdraw during the vote and have no vote on the item.

31.2 If a conflict of interests arises for an EMG Representative or a SG Representative, and the conflict is not authorised by virtue of any other provision in the Constitution, then, on the matter being proposed to the other EMG Representatives or SG Representatives of the respective group (whether the Executive Management Group or the Steering Group), the unconflicted EMG Representatives or SG Representatives of that group may authorise the conflict of interests (the ‘authorised conflict’) subject to the conditions in clause 31.3.

31.3 A conflict of interests may only be authorised under clause 31.2 if:

(a) the unconflicted EMG Representatives or SG Representatives consider it is in the interests of the Initiative to do so in the circumstances applying;

(b) the procedures of clause 31.1 are followed in respect of the authorised conflict; and

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31.4 Where a conflict is authorised in accordance with clauses 31.2 and 31.3 above, the unconflicted EMG Representatives or SG Representatives, as they consider appropriate in the interests of the Initiative, may set out any express terms of the authorisation, which may, but need not, include authorising the conflicted EMG Representative or SG Representative:

(a) to disclose information confidential to the Initiative to a third party; or

(b) to refrain from taking any step required to remove the conflict,

and may impose conditions on the authorisation.

32 Confidentiality

32.1 Where an EMG Representative or SG Representative is a representative of another organisation, such as a Commonwealth country’s government, the Commonwealth Secretariat, or a stakeholder or partner organisation, such EMG Representative or SG Representative will have a duty of confidentiality to the Executive Management Group, or the Steering Group (as applicable) and should not disclose confidential information to the organisation that they are representing without authorisation from the Executive Management Group or the Steering Group (as applicable).

32.2 Notwithstanding the provisions of clauses 31.1 to 31.4 above, each representative shall be permitted to share information regarding the work of the Initiative with their mother organisation, to the extent that it is deemed necessary to do so.

32.3 In addition, representatives undertake to comply with provisions set out in the Statement of Purpose in Annex 1 regarding the duty of confidentiality to requesting states.

33 Dissolution of the Initiative

33.1 The Initiative may be dissolved by a resolution passed by a majority of those present and voting at a meeting of the Executive Management Group, convened for the purpose, of which 21 clear days’ notice shall have been given to the EMG Representatives .

33.2 Such resolution may give instructions for the disposal of any assets held by or in the name of the Initiative, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed to or among the EMG Representatives but shall be given or transferred back to the original donors from whom it originated.

33.3 In the event that the Initiative is dissolved under clause 33.1, the Initiative will endeavour to bring all on-‐going activities to an orderly close as soon as possible.

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34 Amendments

34.1 Alteration to this Constitution shall require the assent of two-‐thirds of the EMG Representatives and SG Representatives present and voting at an Annual General Meeting or a Special General Meeting.

34.2 A resolution for the alteration of the Constitution must be received by the Secretariat at least 21 days before the meeting at which the resolution is to be brought forward.

35 Rules, Bye-‐laws and Standing Orders

35.1 The Executive Management Group may from time to time make such rules, bye-‐laws and standing orders as it may deem necessary or convenient for the proper conduct and management of the Initiative, including but not limited to bye-‐laws concerning the reasonable payment of expenses and procurement, or for the purpose of prescribing further details regarding the EMG Representatives and SG Representatives, and the functions, powers and duties of the Executive Management Group, Secretariat and Steering Group;

35.2 Such rules, bye-‐laws and standing orders shall come into operation immediately, provided that they shall be subject to review by the Initiative in general meeting and shall not be inconsistent or affect or repeal anything contained in the provisions of this Constitution.

35.3 Bye-‐laws can only be made following consultation with the Steering Group.

35.4 The Executive Management Group shall adopt such means as it deems sufficient to bring to the notice of EMG Representatives, SG Representatives and the Secretariat all such rules and bye-‐laws which, so long as they shall be in force, shall be binding on all such EMG Representatives, SG Representatives and the Secretariat .

35.5 The Executive Management Group and Steering Group may appoint such special or standing committees as may be deemed necessary by the relevant Group to assist in the conduct of its business. The Executive Management Group or Steering Group as may be shall determine the terms of reference, powers, duration and composition of such committees. All acts and proceedings of such special or standing committees shall be reported back to the Executive Management Group or Steering Group as may be fully and promptly.

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Annex 1 Statement of Purpose

Statement of purpose

This statement of purpose is to be signed by:

• The Chair of CCI Secretariat

• The Chair and members of the CCI Executive Management Group

• The Chair and members of the CCI Steering Group

Collectively signatories to this statement of purpose shall be referred to as ‘CCI partners’.

We recognise the tremendous potential of ICTs to promote democratic values and economic growth;

in particular that ICTs may facilitate access to healthcare, education, capital and market information.

We also recognise that greater dependency on ICTs brings with it a vulnerability to cybercrime that

risks undermining critical national functions; and that the emergence of cybercrime safe havens

presents a problem not just for the harbouring state but for the international community as a whole.

Further we recognise that dramatic rate of technological innovation and penetration has left many

developing nations with insufficient time to develop the experience and resource necessary to

defend against cybercrime; and consequently that an international assistance is required.

Recognising the scarce resource available for international capacity building effort, we acknowledge

the absolute necessity of proceeding in a way maximises impact and efficiency, through co-‐

ordination with international partners able to make a contribution.

Consequently we undertake to collaborate with CCI partners with the object of enhancing the

benefits of ICTs across the Commonwealth through promoting robust defences against cybercrime.

Defences that are not limited to the merely technological, but also include the legal, institutional,

operational aspects of combating cybercrime in addition to establishing mechanisms for

cooperation.

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Specifically we undertake:

• To abide by the CCI constitution;

• to share with CCI partners all information relevant to the assessment of requests for

assistance, and to notify CCI Secretariat of relevant work planned or already undertaken in

Commonwealth countries;

• to abide by any restrictions on the disclosure of information imposed by requesting states;

and

• to avoid exploiting any knowledge or information obtained through status as a CCI partner

for any purpose inconsistent with that of CCI objectives.

Signed:

On behalf of:

Constitution

Documents

Transcript of Constitution