Legal Software Suppliers Association – Constitution

Introduction

  1. The name of the Association shall be the Legal Software Suppliers Association (which may be abbreviated to LSSA) and herein referred to as the Association.
    1. The Association may also refer to its services or itself under other brand names.
  2. The Association shall be a Company Limited by Guarantee.
    1. The Association was established in 1996 under a previous constitution; this constitution was adopted by a General Meeting on 23rd May 2018
  3. The Association has the following mission statement:
    “The LSSA encourages the development of technological services for the UK legal market, from suppliers with high standards and ethical behaviour.”

DEFINITIONS

  1. “Member” shall mean any organisation that has:
    1. been accepted as Member by the Management Team
    2. agreed to meet the terms of this Constitution
    3. has paid all fees due in respect of being a Member.
  2. “Primary Representative” shall mean the individual identified by Member organisations to vote on their behalf at General Meetings of the Association.
  3. “Register of Members” shall mean a schedule of Members complete with office address and contact details of the Member, complete with the name and contact details of the Primary Representative.
  4. “LSSA Board” shall mean the Primary Representatives of the Members of the Association who make up the Board of Directors of LSSA Limited.
  5. “Disciplinary Committee” shall mean a group of Members convened for the purpose of considering a complaint or complaints against a Member or Members.
  6. “CEO” shall mean the person or a representative of the organisation providing administrative services to the Association.
  7. “Management Team” shall mean the LSSA Board, together with the CEO.
  8. “General Meeting” shall mean an Annual General Meeting or an Extraordinary General Meeting for the Members of the Association.
  9. “Code of Conduct” shall mean the document or documents detailing required activities and behaviours of Members and agreed by a General Meeting of Members.

SCOPE OF THE CONSTITUTION

  1. This constitution sets out the rules, processes, procedures and activities of Members’ interactions with and for the Association.

PURPOSE AND OBJECTIVES

  1. The Association exists to encourage the provision and use of software and digital services in the provision of legal services, and shall have the following objectives:
    1. To enable communication channels to enable suppliers to engage with statutory or other stakeholders.
    2. To be a central representative body to put the views of Members to Government departments and agencies, and other relevant organisations.
    3. To provide a forum for discussion on, and the exchange of, non-competitive information.
    4. To promote the legal software, applications and online services industry.
    5. To be a research and statistical centre, to aggregate and publish statistics, and to provide analysis on legal software, applications and online services; and other relevant market information.
    6. To uphold excellent professional, commercial and ethical standards amongst its Members when dealing with each other and clients.
    7. To encourage the development of common standards (e.g. technical standards) where appropriate.
  2. The Association will never overtly or deliberately promote the products or services of one Member to the detriment of any other Member or Members.

 MEMBERSHIP

 Application for Membership is open to any supplier of legal software, applications and online services who:

  1. is an organisation or business unit whose primary purpose is the provision of software or software-based online services for legal service providers in the UK, as principal or sole distributor.
  2. agrees to meet the requirements of the Association’s Codes of Conduct.
  3. agrees to become a member of LSSA (a company limited by guarantee).
  4. undertakes to contribute up to £1 in the event that Association is wound up during their membership or with one year of their membership ending.
  5. has not been expelled or excluded from Membership of the Association.
  6. The Management Team shall have absolute discretion to determine from time to time the minimum Membership qualifications.
  7. The eligibility of any applicant for Membership shall be the decision of the Management Team.
  8. The Management Team shall not be bound to give any reasons for accepting or rejecting any applicant.
  9. Applications from organisations expelled from the Association will only be accepted after one year from the date of expulsion.
  10. On becoming a Member of the Association, the Member must:
    1. meet the requirements of the Association’s Code of Conduct
    2. not bring the Association into disrepute
    3. pay promptly all sums properly due to the Association
  11. identify an individual employed or contracted to the organisation as their Primary Representative.
  12. On becoming a Member of the Association, the Member will:
  13. be eligible to send representatives to any meeting of the Association
  14. be provided with the facility to create and update their own information on the Association’s web site.
  15. Each Member will identify a Primary Representative
  16. Members may change their Primary Representative at any time by notifying the CEO.
  17. Changes of Primary Representative will be recognised as soon as reasonably possible.
  18. Primary Representatives may stand as Officers of the Association.
  19. Membership will continue from one LSSA year to the next unless the Member gives not less than 1 month’s’ notice prior to the expiry of the Member’s subscription of its desire to resign from the Association.
  20. In the absence of such notice a full year’s membership subscription shall fall due.
  21. At the expiration of such notice, membership shall cease and the Member’s name shall be removed from the Register of Members accordingly.
  22. Any Member may give not less than 48 hours’ notice of its desire to resign from the Association, and at the expiration of such notice shall cease to be a Member and its name shall be removed from the Register of Members accordingly.
  23. Such a resignation will not affect any subscriptions due nor will any refund be paid.
  24. If any Member shall suspend payment, call a meeting of his creditors, or commit or suffer any act of bankruptcy, (any of which events are hereinafter referred to as ‘failure’) such Member shall be suspended by the Management Team until it has settled with all its creditors to the satisfaction of the Management Team. If any Member remains suspended for a period of 12 months, it shall automatically have its Membership terminated.
  25. If any Member is expelled or suspended under clause 26. or 51 (f). any Primary Representative of that Member who is an Officer, a Member of the Management Team or a Director of the Association shall be deemed to have resigned such Office, membership of the Management Team and or LSSA Board and where relevant shall also resign as a Director. The affected party shall sign any relevant documents as required by the Management Team or LSSA Board.
  26. When any Member suspended under clause 26. applies for reinstatement of Membership, it shall be required to furnish the Management Team with a detailed statement of any settlement made with its creditors, and any other information the Management Team may require, and such Member can be reinstated if approved by the majority of the Management Team Members present and voting at any such meeting of the Management Team.
  27. Any cessation of Membership, whether by expulsion or withdrawal, shall not release the Member from any liability as a Member (whether for any monies due or otherwise) at the date of such cessation of Membership. Furthermore, any Member who is expelled from the organisation and who has already paid its fees for the current membership year will not be eligible for any form of refund for the current membership year.

EFFECTS OF TERMINATION AND CESSATION OF MEMBERSHIP

 On termination of Membership the ex-Member must, as soon as reasonably practicable:

  1. Remove all references to the Association Membership, logos, accreditations, links to the LSSA website(s) and certifications from their website, marketing or other documentation and communications.
  2. Cease to purport to any party that they have Membership status, accreditations, logos or certification from the Association.
  3. Cease to use any Association resources that have been made available to Association Members only.

CHAIR, VICE-CHAIR and TREASURER

  1. The Officers of the Association will be the Chairman, Vice-Chairman and Treasurer.
  2. The Association will document the responsibilities and authority of each Officer.

CHIEF EXECUTIVE

 The Association may contract with an individual or organisation to administer and manage the day-to-day running of the Association.

  1. That individual may have the title of CEO or such other description as the Association may decide.
  2. The Association will document the responsibilities and authority of the CEO.
  3. The CEO shall have the delegated authority to enter into contracts on behalf of the LSSA for its routine business, specifically but not limited to:
  4. booking accommodation and other facilities for meetings
  5. communications, web site and email provision.

MANAGEMENT AND GOVERNANCE

  1. The Association will be managed by a Management Team which shall:
  2. consider matters regarding the policies of the Association
  3. conduct such other business as necessary for carrying out the aims and objectives of the LSSA
  4. comprise at least the Chair, Vice-Chair, Immediate Past Chair and Treasurer (or the Member co-opted to replace any of these unwilling or unable to serve on the Management Team), together with the CEO.
  5. The Chair, Vice-Chair, Immediate Past Chair and Treasurer (or the Member co-opted to replace any of these) shall serve as a Director of LSSA Limited and shall sign the relevant documents to register their positions at Companies House.
  6. The Management team may also co-opt any other Primary Representative.
  7. Candidates who accept nomination for election t the Management Team or are co-opted to the Management Team should recognise that under the Companies Act 2006, the common law and equitable duties of Directors are codified and directors may incur personal liability, both civil and criminal, for their acts and omissions in directing the company.

COMMITTEES AND PANELS

 The Association may set up Sub-Committees or Panels for specialist activities or areas of interest.

  1. Sub-Committees will act in the interest of the Association, will reflect the views of the Association when engaging with outside bodies, and will report back to all Members.
  2. Notwithstanding the above, Sub-Committees or individuals representing the Association may be asked to engage in confidential consultations on behalf of the Association, in these specific circumstances they may do so without reporting back those confidential aspects of the discussions.

DELEGATION

  1. The Association may delegate any decision not reserved to a General Meeting to the Management Team, to the Chair (or in his absence the Vice-Chair) or to the CEO.

MEETINGS

 Ordinary meetings will be held as and when required.

  1. When a formal vote is held at an ordinary meeting, each Member will be entitled to only one vote, which will be cast by the Primary Representative or their appointed proxy.
  2. General meetings may be Annual or Special.
    1. The quorum at a general meeting shall be 30% of Members.
    2. Each Member will be entitled to only one vote at a General Meeting, which will be cast by the Primary Representative or their appointed proxy.
    3. Members may attend and vote at General Meetings remotely provided 7 days notice of their intention to do so is given to the CEO and provided that appropriate facilities can be made available by the Association.
    4. Members may vote on proposals circulated prior to the General Meetings by instructing the CEO, in writing or by email, at least five working days in advance.
  3. An Annual General Meeting will be held every year.
  4. Accounts for the previous year and a budget for the forthcoming year will be presented to the AGM for approval.
  5. Elections for the posts of Chairman, Vice-Chairman and Treasurer will be held at the AGM (or the AGM will approve the appointment of any of these officers if only one Member is standing).
  6. Special General Meetings may be held as required.
  7. A Special General Meeting may be called by the CEO, Chairman or by request by a minimum of three Members.
  8. When a Special General Meeting is requested by Members, a specific proposal must be presented for circulation at least 30 days before the meeting.

FINANCE

  1. The Association shall be run on a not-for-profit basis.
    1. Any surplus generated by the operations of the Association will be retained for the purpose of furthering the aims of the Association.
    2. No profits will be distributed to Members.
    3. Overpayment of subscriptions due to genuine accounting errors may be refunded.
    4. On dissolution of the Association any unused (after all liabilities have been settled) subscriptions may be returned to Members.
  2. The funds of the Association shall be raised principally from Membership subscriptions.
  3. Membership subscriptions will be set by a General Meeting.
  4. The funds shall be used to achieve the objectives of the Association in a manner approved by the Management Team.
  5. If the Association is dissolved up any remaining funds shall be distributed equally amongst the current Members up to a maximum of the most recent subscription paid by each Member; and residual funds will be donated to charity.

REVISION OF THE CONSTITUTION

 Revision to constitution shall require a 75% majority of a quorate General Meeting.

CODE OF CONDUCT AND DISCIPLINARY SANCTIONS

  1. The Association will maintain a Code (or Codes) of Conduct.
  2. New Codes of Conduct, or amendments to the Code of Conduct will be approved by formal vote a quorate meeting.
  3. Compliance with the Code of Conduct will be mandatory on Members.
  4. The Association shall maintain a written Complaints and Disciplinary Procedure.
  5. Initial investigations will be undertaken by a Disciplinary Committee who will propose the sanction to be applied if the complaint is found justified.
  6. A Member may appeal against a finding of a Disciplinary Committee to the Management Team. The decision of the Management Team’s is final.
  7. The composition of the Disciplinary Committee will be determined by the Management Team. The Management Team shall include any elected Chair of Disciplinary Committee elected by the Members if able to so serve.
  8. No disciplinary Committee shall include either the Member against whom the complaint is raised or any other Member currently competing for the complainant’s business.
  9. Members shall be obliged to co-operate and provide assistance to the Disciplinary Committee and the Management Team in respect of any investigation into potential breaches by Members of the conditions of Membership of the Association.
  10. A Member may be expelled from the Association, suspended for a fixed period or until a required action is taken, or such other disciplinary action as the Management Team decides.

DISSOLUTION OF THE ASSOCIATION

 The Association shall be dissolved only at a final meeting of the Association by a majority vote of the Members.

  1. Members will be given at least 30 days notice of any meeting with the intent to propose dissolution
  2. Dissolution cannot be proposed unless such notice has been given
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