IPRN Membership

Constitution

  1. The name of the Association is International PR Network (hereinafter called "the Network").
  2. The principal place of business of the Network ("the Office") will be situated in England.
  3. The objects for which the Network is established are to enable each member to work internationally, and so to co-ordinate the policies, professional standards, activities and ideas of, and generally to promote co-operation and mutual assistance between, public relations consultants in different parts of the world.  Also, to provide for them the means of formulating and making mutually known and understood on an international basis their policies, professional standards, activities and ideas. Specifically the IPRN Charter of Association states that the objectives of association shall be to optimise;
      • The sharing of knowledge such as new business ideas ad information
      • The support of client needs
      • The reputation for international connections of each member agency
      • The gaining of business
      • The establishment and maintenance of a code of best practice and    professional standards
      • The building of the IPRN presence
    • The income and property of the Network, whencesoever derived shall be applied solely towards the promotion of the objects of the Network as set forth in this constitution.  No portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Network.  Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration or out-of-pocket expenditure to any officer or servant of the Network, or to any member of the Network in return for any services actually rendered to the Network.

Financial Year

  1. The financial year of the Network shall be 1st January to 31st December

The Administration

  1. The Administration shall consist of the General Secretary / Administrator of the Network, who shall have been confirmed at each AGM, plus two members of the Administrative Committee as well as the Chairman.

General Secretary/Administrator

  1. A General Secretary / Administrator shall be responsible for general administration and financial control of the Network, including sending out all notices to the membership, including notices for the AGM, the accounts, budgets and other items pertaining to the AGM.  He/she will also be responsible for the final content of the annual conference agenda and running order of the sessions in agreement with the Chairman of the Conference for that year.

The Administrative Commitee

  1. An Administrative Committee of not less than two and not more than four members, plus the Chairman, shall be elected at the AGM each year to oversee the administration and organisation of the Administrative office, the efficiency and professionalism of the Administrator, the keeping of the financial record and the communications with members.

    An Executive Council , comprising the current Chairman, previous year’s Chairman (Chairman Emeritus),Vice Chairman, Deputy Vice Chairman, General Secretary and  2 committee members shall be established to administer the execution of decisions and deliverables agreed at the AGM. The Chairman is the organizer of the next AGM. Committee members are selected by the Chairman.

Chairman/Vice Chairman

  1. There shall be a Chairman who shall be elected at the AGM and who shall hold office until the next AGM.  The Chairman shall be responsible to the AGM of members for the organisation of the next annual conference and shall have such specific responsibilities as an AGM shall from time to time require.

    There shall be a Vice Chairman who shall be elected at the AGM and who shall become Chairman for the following year's AGM subject to confirmation by a majority vote of the members by the members at that AGM.

Membership

  1. The members of the Network shall be persons or Companies who practise as professional public relations consultants and who are admitted as members in accordance with clauses a) to g) below. If the member is a company, then the company shall appoint one person who shall be deemed to represent that company’s views and to vote on all matters pertaining to their membership of IPRN.
    All such members shall be referred to as Full members.

    No person shall be admitted to membership of the Network unless and until:
    1. He/she shall have delivered to the Network an application in writing, being in such form and signed by him in such manner as may from time to time be prescribed.
    2. His/her application shall have been approved by the General Secretary/Administrator, who shall consult the Chairman.
    3. He/she shall have paid in advance to the Network a whole year's subscription.
    4. The General Secretary/Administrator and Chairman must consult all existing members of the Network concerning the credentials of the applicant where that applicant represents a new country for the Network, and shall obtain the agreement of at least two-thirds of the existing members within 14 days of the issue of the notice for the new membership to be carried.
    5. Where an applicant is from a country where an IPRN member or members already exist, the General Secretary/Administrator and Chairman shall consult with all existing members in the country of the applicant. They must obtain unanimous agreement of existing members that the prospective member should be admitted. However, the normal procedure for consulting all IPRN members must still be followed.
    6. If a member shall require an agency with specialised skills in a country where there is another IPRN agency and that agency wishes to join IPRN, then the existing member cannot unreasonably prevent or veto that agency, upon the approval of 2/3rds of the votes of all IPRN members with a minimum of 2/3rds of the membership voting, the reasons from both parties being duly considered by the members.
    7. Whenever any objection is made to an applicant, reasons for the objection(s) must be given in writing by post, fax or email.

Mergers, Acquisitions and Expansion

    1. When a Full member acquires or sets up a subsidiary company or takes a majority share in another company and requires that agency agency to be a member of the IPRN, then their membership shall be progressed as per the conditions for a new member as set out in Article 10.
    2. When such wholly or majority owned agencies are admitted to membership they may be classified either as:
      1. A Group member - when their fee income is added to that of the current Full member and their Subscription band shall be the total of their fees and that new subscription level shall be payable in annual proportion from the nearest full month following acceptance or
      2. A full member in their own right paying the subscription as per the banding of their own fee level in annual proportion to the nearest full month following acceptance.
    3. If the agency elects to become a Group member as 11.2 a above then the group member has one vote for their entire organisation within IPRN. Where the subsidiary elects for full membership as 11.2 b above then that agency has a separate vote in IPRN matters.
  2. Every member shall pay to the Network by way of annual subscription such sums, payable at such times, as may from time to time be determined by resolution of the Network in general meeting.
  3. Membership of the Network shall automatically cease:
    1. If the member dies, or becomes bankrupt or makes any arrangement or composition with his creditors generally, or becomes of unsound mind.
    2. If any sum payable to the Network by the member by way of subscription pursuant to clause 14 remains unpaid for three months after the date when it first became payable.
    3. A member may only resign by giving not less than three month's notice, in writing to the Administrator at the office, such notice to take effect from the next quarter day (25th March, 24th June, 29th September and 24th December). No refund of any subscriptions paid will be made by the Network.
    4. If a general meeting shall resolve that the member should cease to be a member.
    5. If a member has not attended, or been formally represented, at two consecutive AGMs, unless it is decided otherwise by the AGM, his/her membership will automatically cease.
  4. The cessation for any reason of a person's membership shall be without prejudice to his liability to the Network for payment of any subscription due or overdue at the time of such cessation.
  5. Neither membership of the Network nor any of the rights and privileges of membership shall be transferable.
  6. There shall be a class of honorary membership open to former members and others at the discretion of an annual meeting. Such persons shall pay no subscriptions, but be entitled to receive selected documents at the discretion of the Administrator, and attend annual or other general meetings at the invitation of a previous annual or general meeting.

Affiliate Members and Geographical group member

  1. There shall be a class of Affiliate members who shall be independent agencies or individuals practising professional Public Relations, who on payment of a subscription fee as shall be determined by the AGM of the IPRN each year, shall have the following facilities:
    • Access to all IPRN Full members for referring business to them and obtaining information from them
    • Use of the IPRN Affiliate logo on their stationery
    • Other facilities and advantages as may be agreed by the Full members at an AGM or at any other time, by a majority.
    • These facilities are subject to a prescribed Code of Business Conduct.
    • Affiliates will have no vote in IPRN matters or at the AGM.
    • Affiliates are not included in the referring or passing of business from Full members to other members.

    17.1. There shall be a class of Geographical Group members, which Groups shall be subject to approval by a majority vote at the AGM of Full members each year , who shall be independent agencies  practising professional Public Relations, who on payment of a subscription fee as shall be determined by the AGM of the IPRN each year, shall have the following facilities:

    • Access to all IPRN Full members for referring business to them and obtaining information from and conducting business with them
    • Use of the IPRN  logo on their stationery and inclusion on the IPRN list of members for all IPRN information and benefits including featuring on the web site
    • Other facilities and advantages as may be agreed by the Full members at an AGM or at any other time, by a majority.
    • These facilities are subject to a prescribed Code of Business Conduct.
    • Geographical area members shall have one vote per region at the AGM and other member meetings , this vote to be used by an appointee who shall be a paid up member of the IPRN, and who shall be  jointly approved by all the regional members to represent their interests and views at the said meetings as they shall direct.

General Meetings

  1. The Network shall hold a general meeting in every calendar year as its annual general meeting, provided that no general meeting shall be more than 18 months from the previous general meeting.  Full members shall be given three months' notice in writing of such a meeting.

  2. Extraordinary general meetings may be called at the request of a minimum of half the full members, made in writing to the General Secretary/ Administrator.  Upon receipt of such a request, the General Secretary/ Administrator shall convene such a meeting within three months.

Proceedings at General Meetings

  1. Any member shall have the right to have an item included in the agenda of the General Meeting by supplying written notice of the same to the General Secretary/Administrator at least 30 days prior to the date of the General Meeting.
  2. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided, half the membership at the time, including proxies, shall be a quorum.
  3. The General Secretary/ Administrator shall chair every general meeting of members, except the AGM.  But if there be no General Secretary/Administrator or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling or unable to preside, the Chairman shall take the chair.  If the Chairman shall not be present, some member of the Network who shall be present shall be chosen to chair the meeting.
    1. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands. A resolution shall be carried if supported by the votes of not less than two-thirds of those present and voting for or against the resolution, including proxies held, which shall have been presented to the Administrator prior to the commencement of the meeting, and a declaration by the Chair of the meeting that a resolution has been carried. An entry to that effect in the minute book of the Network shall be conclusive evidence of the fact. For the avoidance of doubt, the chairman of the meeting shall be entitled to vote.
    2. In exceptional circumstances when a member cannot be present at a general meeting he may be represented by another person, provided he shall furnish that person with a signed letter of authority, confirming whether the person may act and vote on behalf of the member or whether he is acting as an observer.

Votes of Members

    1. No full member shall be entitled to vote on any question at any general meeting, unless he shall have paid to the Network every sum which shall for the time being be due payable by him to the Network by way of subscription pursuant to clause 14.

    2. If full members are unable to attend the AGM, or to send a representative, they must transfer their voting rights to another member or to the Chair of the meeting and must sign a proxy form, which should be sent to the Chair or Administrator not later than a week prior to the commencement of the AGM, indicating their views on the issues.  Unless such a proxy is received, it will be deemed that the Chair will vote with the majority view on their behalf.  In the case of a tied vote the motion will be referred back to the membership.

Accounts

  1. The General Secretary/Administrator shall cause proper books of account to be kept with respect to:
    1. all sums of money received and expended by the Network and the matters in respect of which such receipts and expenditure took place;
    2. all sales and purchases of goods by the Network; and
    3. the assets and liabilities of the Network.
  2. The books of account shall be kept at the Office, and shall always be open to the inspection of any member during office hours.
  3. At the annual general meeting the General Secretary/Administrator shall lay before the Network a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Network) which shall be the full financial year for the Network, together with a proper balance sheet made up as at the same date.
  4. Once at least in every year the accounts of the Network shall be certified/verified by a firm of chartered accountants. These accounts to be approved and passed by the membership at AGM. The auditor to be subject to annual reappointment by the membership at the AGM.

Notices

    1. A notice may be served upon any member, either personally or by sending it through the post in a pre-paid letter, or by fax, or by e-mail, addressed to such member as shown in the register of members.

    2. In the case of a service of any notice by post, fax or e mail upon any member whose registered address is not in the same country as that in which such notice is posted, the notice must be sent through the post , fax or e mail.
  2. Any notice, if served by post, shall be deemed to have been served on the eighth day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into a post office as a pre-paid airmail letter.

Dissolution

  1. The Network shall be dissolved if the members in a ballot vote so decide by a majority of two-thirds of the total membership voting in favour of such a resolution.  The assets of the Network, after payment of all outstanding liabilities shall be distributed in accordance with the wishes of a majority of the members.

 

Back

 
 

Log in