Notice of Extraordinary General Meeting

9 November 2009
Dear Member,

TAKE NOTICE that an Extraordinary General Meeting of the Committee on Publication Ethics (Company number 6389120, registered Charity number 1123023) will take place on 2nd December 2009 at 3.00pm in The Boardroom, Woburn House, 20 Tavistock Square, London WC1H 9HQ and you should attend.

The purpose of the Extraordinary General Meeting is to approve the following resolutions:

1. to amend the Regulations of the Company in the form attached hereto; and

2. to amend the Memorandum and Articles of Association of the business in the form attached hereto.

Members desiring to appoint a proxy to vote on their behalf at the meeting should send details to Linda Gough at the above address no later than 5.00pm on 25th November 2009.

Yours faithfully,
Tim Feest
Company Secretary

Resolution 1

That the Regulations of the Committee on Publication Ethics shall be amended as follows:
(a) At paragraph 2.1.1.1, followed by the insertion of the words "or their nominated representative" after the words "scholarly journal".

(c) At paragraph 2.2.1, by the addition of the following words to the end of the clause "or an organisation which is involved with publishing but which does not publish journals. The organisation should nominate a representative to COPE".

(d) At clause 4.2, by the addition of the words "the candidate, or the organisation they represent, must have been a member of COPE for at least one year".

(f) By the renumbering of existing clause 4.5, 4.6 and 4.7 accordingly.

(g) Under clause 4.6 (as renumbered), by the addition of the phrase "Council members shall be elected by the full and associate members with voting rights."

(h) By the addition of a new clause 4.9, reading as follows:
"4.9 Composition of Council: the Council shall be representative of the COPE membership and shall encourage applications from areas of the membership not currently represented on Council, if such exist at the time a position becomes vacant."

(i) By the insertion of a new clause 5.2, reading as follows:
"5.2 Candidates for Officers must have been COPE Council members for at least one year before standing for election as an Officer."

(j) By renumbering the rest of clause 5 as necessary.

(k) At paragraph 5.3 (as renumbered), by deleting the word "All".

(l) At clause 5.6 (as renumbered), by adding the sentence:
"One of the persons nominating the nominee must be an existing Council member."

PURPOSE
The purpose of the Resolution is to remove anomalies that exist between the Regulations and the Memorandum and Articles of Association and to clarify the process by which Council members and Officers may be elected.

Proposed by: Richard O'Hagan - Acting Treasurer
Seconded by: Virginia Barbour - Acting Secretary

Resolution 2

That the Memorandum and Articles of Association of the Committee on Publication Ethics be amended as follows:
(a) At clauses 4.1 of the Memorandum and 7 of the Articles of Association, by the deletion of the words "science" and "scientific" and the insertion of the words "scholarly and/or peer-reviewed".

(b) In the Articles of Association, by inserting a new clause 50.1, reading:
"50.1 The candidate, or the organisation that they represent, must have been a member of COPE for at least one year at the time of nomination as a candidate"

(c) In clauses 49.2 and 51 of the Articles of Association, by deleting the words "shall be appointed by the Council" and replacing them with the words "elected by the full and associate members with voting rights or (if the candidate is unopposed) by the approval of the Council as"

(d) At clause 75.1, by the deletion of the words "or makes any arrangement or composition with his creditors generally".

(e) By the insertion of a new clause 21, reading as follows:
"21. The Council shall at its absolute discretion and acting upon the advice of the Treasurer and the Finance Committee agree to waive all or part of the membership fee of any applicant for membership"

(f) By the insertion of a new clause 57, reading as follows:
"57. Candidates for any post of Officer, other than that of ombudsman, must have been COPE Council members for at least one calendar year to become eligible for election as an Officer."

(g) By the insertion of a new clause 71, reading as follows:
"71. The employees of COPE (including but not limited to the Administrator, the Operations Director and the Editor of the newsletter) may attend the Council meetings by invitation, but are not entitled to speak except by invitation of the Council or to vote at Council meetings."

(h) By the insertion of a new clause 72, reading as follows:
"72. The Ombudsman should attend the Council meetings but is not entitled to speak except by invitation of the Council and is not entitled to vote at Council's meetings:"

(i) By the insertion of a new clause 74, reading as follows:
"74. The Executive Committee of the Council shall consist of the four Officers (Chair, Vice Chair, Treasurer and Secretary) and the Executive Committee shall have the power to co-opt any Council member or COPE employee at their absolute discretion."

(j) By renumbering the Articles of Association accordingly.

PURPOSE
The purpose of the Resolution is to remove anomalies that exist between the Regulations and the Memorandum and Articles of Association and to clarify the process by which Council members and Officers may be elected.

Proposed by: Richard O'Hagan - Acting Treasurer
Seconded by: Virginia Barbour - Acting Secretary