AVPA Rules and Constitution

The Rules and Constitution of Age Verification Providers Association

  1. The name of the Association is Age Verification Providers Association.

Association emblem

  • The Association logo is as pictured in Annex 3 to these Rules

Object(s) of the Association:

  • The object(s) of the Association are as follows:

1. Inform and educate the public, industry, and media, on age verification solutions and technology.
2. Promote a positive image of effective age verification and the age verification industry.
3. Represent the industry to regulators and law makers for the advancement of best practice, socially-responsible age verification policy.

Membership

  • The signatories to these Rules are the first members of the Association.
  • An applicant for membership must submit a request in writing to an Officer stating:

i) the applicant’s company name, and contact details of the designated representative;

ii) that the applicant has been given and has read a copy of these Rules, supports the object(s) of the Association and agrees to be bound by the Rules immediately upon admission to membership;

iii) the applicant’s consent to the holding of personal data for the purposes contacting the member for Association business.

  • Until an applicant is approved for membership, he is not entitled to any of the privileges of the Association.
  • Applications for membership must be approved at a quorate meeting of the Association.

Qualification for membership

  • Any organisation who meets the following qualifications (the “membership qualifications”) may be entitled to apply for membership subject to any further provisions in these Rules:

Member organisations agree to the following six principles:

  1. Fairness and transparency

How personal data is collected or verified and how it is used should be clearly explained to the consumer. Data should be used for age verification and not additional unspecified purposes without the consumer’s knowledge and consent.

  • Use of appropriate verification methods

Data sources and technical methods against which consumers are checked should be reasonable and suitable to meet the requirements of regulators and client organisations, while recognising the sensitivities around release and use of personal data.

Members should normally comply with applicable published international or local age verification standards where these have been endorsed by the AVPA e.g. PAS 1296:2018 for the UK.

  • Privacy and Security

Data privacy should be paramount.  Members should follow ‘privacy and security by design’ principles and make all reasonable endeavours to minimise the use and retention of personal data and to maintain the security of processed or stored personal data.

Members should normally comply with applicable published international or local information security standards where these have been endorsed by the AVPA e.g. ISO27001

  • Accuracy

Members should take all reasonable steps to ensure the accuracy of data and rectify inaccurate data to maintain the integrity of their age verification systems.

  • Independence

Full Members must maintain appropriate operational and financial independence from the suppliers of age-restricted goods, services and content to ensure that age verification is conducted by a neutral party with no incentive to provide results that do not meet regulatory requirements and applicable standards.

  • Responsibility

Members acknowledge that they have a collective responsibility to maintain a positive public image of the age verification sector.

Officers and their Duties

  • The Association has the following Officers, who are elected by the members for two year terms:

2* Co-Chair – Individuals who chair General Meetings and all Executive Committee meetings, and who are jointly responsible for the keeping of all books and records of the Association, including the Members’ Register (containing the name and address of every member and such other contact details as the member supplies) and the taking of minutes of all General Meetings and Executive Committee meetings.

Treasurer – Who ensures that the financial affairs of the Association are kept in good order and that annual accounts and a financial report are submitted to the Executive Committee for it to place before the members at the Annual General Meeting.

Executive Committee

  1. The day-to-day running of the Association is under the control of the Executive Committee which consists of:

The 3 Officers of the Association

No more than 4 other members of the Association, elected by the members for two years

  1. A quorum for Executive Committee meetings is 4
  2. The members present will elect a chair for that meeting whenever the Co-Chair is not present.
  3. Minutes of Executive Committee meetings must be taken and made available to all Association members.
  4. The Executive Committee has the following powers and responsibilities:

Supervision and direction of the day to day running of the Association.

Preparation and presentation to the Annual General Meeting of a written annual on the Association and its activities (annexing the annual accounts and the Treasurer’s financial report).

Appointment of sub-committees, whose membership must include at least one member of the Executive Committee, to which it may delegate powers and duties on such terms as the Executive Committee thinks fit.

Vacancies on Executive Committee

  1. The Executive Committee may appoint a member to fill any casual vacancy on the Executive Committee until the next annual general meeting.
  2. Any member so appointed must retire at the next annual general meeting but may be elected as a member of the Executive Committee at that meeting.

Financial year, accounts and auditors

  1. The Association financial year runs to 30 April. An income and expenditure account must be made for that year and the balance sheet struck at that date.
  2. Accounts will be produced by the financial controller of a member organisation. Appointment will be by agreement of the Executive Committee.

Re-election and further terms of office

19. Members are always eligible for re-election for further terms as Officers or members of the Executive Committee.

Membership classes and subscriptions

  1. There shall be the following classes of membership:

Full Membership

  • The membership subscription for this class is [confidential] for each calendar year and must be paid by 1 February (the “Fee Date”) unless the Executive Committee determine that payment may be taken by instalments.
  • The future level of subscription and entrance fee may be changed by a resolution at the Annual General Meeting passed by a 75% majority of those present when the vote is taken.
  • When joining after the Fee Date a new member must pay the following proportions of the annual subscription for that calendar year:

Pro rata by month;
e.g. first month 100%
fourth month 75%
sixth month 50%

  • Full membership is available to any person who meets the membership qualifications and full members are entitled to vote in the annual general meeting.

Associate Membership

  • The membership subscription for this class is [confidential] for each calendar year and must be paid by 1 February (the “Fee Date”) unless the Executive Committee determine that payment may be taken by instalments.
  • The future level of subscription and entrance fee may be changed by a resolution at the Annual General Meeting passed by a 75% majority of those present when the vote is taken.
  • When joining after the Fee Date a new member must pay the following proportions of the annual subscription for that calendar year:

Pro rata by month;
e.g. first month 100%
fourth month 75%
sixth month 50%

  • Associate membership is by invitation of the Executive committee.
  • Associate membership must agree to follow the principles laid out in the Association’s code of practice.
  • Members in this class will not be entitled to vote.

Power to appoint members

  • Any person who is proposed and approved for membership by the members at the annual general meeting will become a member for one year on whatever terms and with whatever rights that the members may decide, and at the end of each year the members will consider re-approval.

Renewal

  • Membership is automatically continued each year unless:

i) The member resigns on or before 31 December, in which case the member is under no obligation to pay any part of the subscription for that new year; or

ii) The member fails to pay the new annual subscription by 31 December, and no instalment plan is agreed, when the member is treated as having resigned on 31 December unless within 30 days of 31 December he or she gives an Officer a written request to remain a member and the Executive Committee then so allows on whatever terms it imposes as to payment of that subscription or otherwise; or

iii) Where it has been agreed that the annual subscription shall be paid by instalments, if any instalment is not paid within 30 days of falling due, the member shall be treated as having resigned on that date and the balance of the annual subscription that is unpaid shall be due immediately, unless within 30 days of that date he or she gives an Officer a written request to remain a member and the Executive Committee then so allows on whatever terms it imposes as to payment of that subscription or otherwise.

Resignation from membership

  • A member may resign at any time by notice in writing to an Officer. On receiving the notice an Officer will immediately remove that member from the Members’ Register, which terminates membership.
  • The resigning member is not entitled to any return or rebate of subscription and remains liable for any unpaid subscription and any other sums due from him or her to the Association.

Disciplinary offences

  • Any member who is in serious or persistent breach of these Rules or who otherwise acts in a way which in the opinion of the Executive Committee is seriously or persistently inappropriate for a member of this Association may be disciplined as set out in the Disciplinary Regulations in Annex 1.

Compliance process

  • Within 28 days of joining the Association, a member will appoint a point of contact to act as compliance officer for the purposes of complying to the principles of the organisation and dealing with compliance complaints.
  • Should a Member suspect non-compliance of our Principles, or other regulatory requirements, by another Member, they will raise the issue in accordance with the Compliance complaints process as described in Annex 2.

Effect of resignation, expulsion or death

  • All rights and interests in the Association and its property cease immediately on termination of membership by resignation, expulsion or death.

General Meetings of Members

  • Annual General Meeting: An annual general meeting of all members must be held in July each year (or, failing that, as soon as possible thereafter) and called by an Officer on 14 days’ written notice to the members stating the date, time and place of the meeting, and the business to be conducted. The business will include:

(i) presentation and summary explanation by the Treasurer of (a) the Association’s annual accounts for the financial year last ended and (b) a budget for the Association’s current financial year for approval of the members (if they so decide);

(ii) consideration of the Executive Committee’s annual report;

(iii) election of Officers, members of the Executive Committee and Auditors; and

(iv) such resolutions as are stated in the notice of the meeting.

  • Special General Meeting: At any time the Executive Committee or any 3 members may by a joint written notice request an Officer to call a meeting of members and an Officer must then a call a Special General Meeting on no less than 21 days’ written notice to all members stating the date, time and place of the meeting, and the business to be conducted.
  • The quorum for the Annual General Meeting and any Special General Meeting is 5 or at least 50% of voting members, whichever is larger.
  • The voting members present elect a Chair for any general meeting whenever either of the two Association Chairs are not present.
  • Minutes of the General Meetings must be taken and made available to all members.

Notices

  • Any notice required or allowed to be given to any member under these Rules is validly given if: (i) sent by email to that member’s email address in the Members’ Register (in which case it is deemed given to the member on receipt; or (ii) given to him personally.
  • Any notice required or allowed to be given by any member to an Officer under these Rules is validly given if sent by post or email to an Officer. It is deemed given when actually received at that address or when received via email.

Resolutions and voting

  • Resolutions and other decisions at all General Meetings, Executive Committee or any sub-committee meetings are passed and made if so voted by a majority of those members present and voting when the vote is taken.
  • Voting may at the discretion of the Chair be undertaken by show of hands, by ballot or by show of hands followed by ballot.
  • Proxies are not allowed.

Trustees and Association Funds

  • There will be 3 Trustees of the Association who are the Treasurer and 2 other members elected in General Meeting.
  • The first Trustees are the Treasurer and 2 other members elected at the first Members’ Meeting at which these Rules have been adopted.
  • A General Meeting may remove or appoint Trustees at any time (except that the Treasurer cannot be removed as a Trustee as long as he or she is Treasurer but ceases to be a Trustee on ceasing to be Treasurer when the new Treasurer automatically becomes a Trustee).
  • A Trustee holds office until death, resignation or removal by a General Meeting.
  • All funds of the Association are to be held and used by the Trustees for the benefit of the Association.
  • The Trustees will hold and use the Association’s property in accordance with all lawful directions of the Executive Committee.

Members to provide premises for meetings

  • The Association’s registered address is: 161-165 Farringdon Road, London, EC1N 3AL.
  • Members agree to take a share of the responsibility of providing meeting facilities, when practical to do so.
  • Meetings locations will rotate between Members who are able to host. The Executive Committee will set the location of the meetings.

Employment and Other Contracts

  • The Association may engage employees on such terms as the Executive Committee decides.
  • All contracts of employment will be made by Trustees and will state that the Trustees are the employers on behalf of the Association for the time being.
  • An Officer may enter into contracts as agent for the Members provided that no such contract involves property or money beyond the value of £1000.
  • All other contracts between the Association and any other person are made by the Trustees as agents for the members unless the Executive Committee instead authorises any one or more of the Officers or other members of the Executive Committee to enter into a contract as agent for the members.

Indemnities and limitation of liability

  • Full indemnity out of the Association funds is given to:

i) Trustees against all payments and other liabilities properly incurred by them as Trustees;

ii) Officers and other members of the Executive Committee against all payments and other liabilities properly incurred by them in the exercise of their duties or powers for the Association.

iii) Every Trustee, Officer, or other member entering into any contract on behalf of the members against all payments and other liabilities incurred by them in connection with that contract

  • The liability of Trustees, Officers or other members entering into any contract for the Association and the liability of any members on whose behalf the contract is made is limited to the assets of the Association.
  • The limit of each members indemnity given to Trustees, Officers or other members in any calendar year in relation to any contracts entered into by them for the Association is a sum equal to one year’s membership subscription.

Legal Proceedings

  • No Trustees, Officers or members shall be bound to bring or defend any actual or prospective claim or proceedings or incur any actual or prospective liability for legal costs (including to any legal costs that may be payable to another party) unless they are first satisfied that they shall be sufficiently indemnified or otherwise protected against having to pay such costs and any other judgment against them (except as to the extent of one year’s membership subscription) in one or more of the following ways: (i) indemnity out of the Association’s assets (ii) personal indemnities from some or all of the members (iii) legal expenses insurance.
  • Non-payment of sums due to the Association
  • On a member being given a written notice of demand by an Officer for payment of any sum already due from that member to the Association, failure to pay that sum in full within 14 days (or such longer period as may be specified in the notice) is a serious breach of the Rules which may be disciplined in accordance with these Rules save to the extent that there will be no appeal from a decision of the Executive Committee unless the Executive Committee decides that there are special circumstances making it fair for the member to be able to appeal to an Appeal Committee.

Borrowing

  • The Executive Committee may not borrow money unless authorised by a resolution of the members in a General Meeting and on the terms authorised in that resolution.
  • The Trustees shall enter into such agreements as directed by the Executive Committee for such borrowing.
  • All members whether or not voting on such resolution, and all members joining the Association after the passing of such resolution are to be taken to have assented to the resolution as if they had voted in favour.

Amendment of the Rules

  • These Rules maybe amended by a resolution in a General Meeting passed by strictly more than 75% of the members present and voting when the vote is taken.

Dissolution

  • The Association may be dissolved by a resolution passed by strictly more than 75% of the members present when the vote is taken but only if there are at least 50% of all members voting in favour of the resolution.
  • The resolution takes effect immediately unless it expressly states that it is to take effect on a specified date not more than 4 weeks later.
  • As soon as the resolution takes effect the Executive Committee must pay or otherwise settle all debts and other liabilities of the Association and divide the remaining Association property among the members equally. For these purposes the Executive Committee may decide on the sale or other realisation of Association property as it thinks fit.

Headings

  • The headings to these Rules are for ease of reference only and are not to be taken into account in their interpretation.

Adopted this…………….. day of………………….. 20…..

Signed (with name and address printed):


……………………………………………………………………………………………………………………. Co-Chair

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……………………………………………………………………………………………………………………. Treasurer

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Annex 1

Disciplinary Committee

1. Any member who is in serious or persistent breach of the Rules or who otherwise acts in a way which in the opinion of the Executive Committee is seriously or persistently inappropriate for a member of the Association may be required by the Executive Committee to attend for a hearing before it to explain his or her conduct.

2. An Officer will notify the member in writing at least 30 days before the hearing of:

i) the date, time and place of the hearing;

ii) the conduct alleged to:

  •  
    • be a serious or persistent breach of the Rules, specifying which rule or rules; or
    • be seriously or persistently inappropriate for a member of the Association

iii) the available penalty or penalties.

3. The member may respond in writing to the Executive Committee and will also in any case be given a fair opportunity at the oral hearing to refute, explain or excuse his conduct and to say why he or she should not be penalised or what penalty is appropriate for any proven allegation.

4. The procedure to be adopted for the oral hearing will be entirely at the discretion of the Executive Committee.

5. The member does not have any right to be represented at the oral hearing (by a lawyer or otherwise) but it will be at the discretion of the Executive Committee as to whether the member is allowed to have such representation.

6. There will be no oral hearing in any matter if either:

i) the member waives his or her right to an oral hearing or

ii) the Executive Committee resolves, and writes to the member stating, that it is not considering suspension or expulsion and that consequently in the circumstances an oral hearing is not proportionate.

7. If the Executive Committee finds any allegation to be proven on the facts it may:

i) suspend the member from some or all rights and/or benefits of membership for a period or periods determined by the Executive Committee, with or without conditions; or

ii) expel the member with immediate effect.

8. The decision as to whether any allegation is established, and the appropriate penalty must be made and notified to the member on the day the hearing is concluded or the following day. The decision must also be made known to the other members in writing within a reasonable time following the decision.

Annex 2

Compliance Complaints Process

  1. Full details of complaint sent to an executive committee member for attention of a Co-Chair of Association
  2. Co-Chair will advise full details to compliance officer &/or CEO of requesting a written response.
  3. If situation cannot be immediately resolved, the matter is to be considered at meeting of executive committee. Written responses and all evidence to be considered.
  4. If complaint is upheld, Co-Chair will advise Member of reasons the Association upholding the complaint and give 14 days for a response.
  5. If issue remains, mediation to take place with reports to executive committee to take place at regular and reasonable intervals.
  6. If issue remains, and as a last resort, and only when mediation efforts have failed, the Association will request the subject of the complaint resigns, or the compliant to escalate the complaint to compliance organisations outside of the Association.

Annex 3