CHAPTER
I -- Constitution, Registered Office,
Duration, Aims
Article 1
A non-profit, international, non-governmental
association, known as "IPS - Inter Press
Service" International Association (IPS),
is hereby constituted.
Article 2
The Association shall have its registered office
in Rome, Italy and may operate world-wide by
creating chapters and representative offices.
Article 3
The Association shall have unlimited duration.
However, it may be wound up at any time by decision
adopted in the course of an Extraordinary General
Meeting of members convened for this specific
purpose.
Article 4
The Association - which intends to inherit the
goals of the former cooperative of journalists
"IPS- Inter Press Service" and to
carry forward its ideals - shall be a public-benefit
organization for development co-operation. Its
main object shall be to contribute to development
by promoting free communication and a professional
flow of information to reinforce technical and
economic co-operation among developing countries.
Article 5
I) The Association shall be
an international organization of journalists,
professional communicators and individuals or
bodies, who - on the basis of a shared commitment
to public and social goals, and excluding therefore
any personal interest or mutual aid, direct
and/or indirect - shall cooperate on a voluntary
and unpaid basis with the international community
in the fields of communication and development,
international cooperation and an improved quality
of information. The members may be either Italians
or foreigners. In admitting new members, the
objective of equal representation by gender
and balanced representation of ethnic diversity
and geographical distribution shall be pursued.
Priority shall, nonetheless, be given to citizens
of the South, so that they can, if possible,
make up the majority of members and represent
the largest possible number of countries. The
members of the IPS International Board of Trustees
and Board of Directors shall reflect the representation
objectives set forth in this Article. Each of
these Boards shall proceed to coopt members
in accordance with the procedures set forth
in these Articles of Association, whenever it
is held to be necessary to meet said objectives.
II) The Association shall have
as its purpose to support the production and
dissemination of information on national and
international realities with particular regard
to the countries of the South. This objective
shall be achieved in the first instance through
voluntary cooperation between the members of
the Association. The Association and its members
shall be independent of any political, economic
or religious party or organization and shall
be answerable only to their professional conscience.
III) The Association shall
meet its objectives as an integrated communications
system supporting in particular:
a) the production of media
services, with the goal of providing an analytical,
contextualised flow of information, with particular
regard to the countries of the South, as well
as information about commercial markets and
economic development which are of interest to
the developing countries. This information shall
be first and foremost based upon the principles
of interdependence and international co operation
and, in addition to traditional sources, shall
draw upon the "new actors" in the
news, so that all the social sectors can be
represented;
b) the execution of communication
projects, which shall explore, design and implement
projects in the field of information and communication,
as an element supportive of the process of development;
c) the establishment/advancement
of telecommunication services and information
technology, whose goal shall be that of developing
a technical network open to the activities of
the Association as well as to news and technical
exchange between national and regional media,
non-governmental, governmental and intergovernmental
organizations. This task shall include the design
and implementation of telecommunication services
and information technology projects to contribute
to improving communications processes in the
countries of the South, including the use of
new technologies.
The activity of the whole system shall be designed
to strengthen free flows of information and
communication between South South and South
North, and to involve in these flows actors
representative of the whole of society.
Article 6
The Association shall not engage in any form
of commercial activity, or in the direct execution
of any operational activity, and in order to
achieve its goals shall:
I) Promote, in compliance with
the laws in force, the establishment of companies
in Italy and/or abroad to which operational
activities will be entrusted.
II) Acquire minority or controlling
shares in companies having the same, similar
or complementary goals, in Italy and/or abroad.
III) Promote and/or adhere
to non-profit organizations having the same
goals as those of the Association.
The corporate bodies mentioned in point I of
the present article, and where permitted also
those mentioned in points II and III, shall
remain under the direct management and coordination
of the Association and shall constitute the
IPS Group.
The Association may, moreover, undertake all
capital, real estate, financial and other operations
in whatever way useful for achieving its goals,
including the issue of guarantees and sureties
in favor of third parties, provided that they
be in the interest of the Association.
CHAPTER II -- Members
Article 7
The Association is composed of ordinary members
and honorary members. Both individuals and corporate
bodies of any nationality may be admitted as
ordinary members, provided that they carry out
activities in the same field as the Association
and share its objectives.
Article 8
Ordinary members are those who have taken the
initiative to constitute the Association (founding
members) and those who subsequently accept the
Articles of Association and, upon request, are
admitted as ordinary members by the Board of
Directors. The members of the former cooperative
"IPS-Inter Press Service" shall, upon
request, be admitted as members of the Association.
Article 9
Non-profit, non-governmental organizations operating
in the same field as the Association and which
share its objectives, may also be admitted as
ordinary members. The total number of legal
persons and individual members who are not actively
engaged in carrying out activities of the Association
shall not represent the majority of ordinary
members in the Association.
Article 10
Honorary membership may be granted to those
individuals who have, on a personal basis, distinguished
themselves in the fields of activity of the
Association.
Article 11
Corporate bodies may be admitted as honorary
members provided they are non governmental organizations
which operate in the same field of the Association
and share its objectives. They shall not exceed
one third of the total number of honorary members.
Article 12
The Board of Directors shall decide on the admission
of new members.
Article 13
All ordinary members shall pay an annual membership
fee which shall be determined by the Annual
General Meeting for each financial year. Honorary
members shall not be obliged to pay a membership
fee, but may make whatever voluntary contributions
they consider appropriate.
Article 14
The status of member may be lost as a result
of:
resignation
failure to pay the membership fee (even for
a single year);
expulsion
for activities which are incompatible with the
aims of the Association.
The expulsion of members shall be decided by
the Board of Directors, which shall explain
the reasons for its decision. Appeals against
expulsion may be presented to the Appeals Committee.
CHAPTER III -- General
Meetings
Article 15
The General Meeting of members is the governing
body of the Association. Constituted by the
meeting of ordinary members, it is responsible
for deciding the editorial policy of the organization.
The meetings can be Ordinary or Extraordinary.
The Ordinary General Meeting shall approve the
Annual Report of the Board of Directors, approve
the annual balance sheet, elect the members
of the Board of Directors, and of the Appeals
and Audit Committees, and decide the amount
of the annual membership fee. Regional Meetings
may also be convened with the same procedures
as the Ordinary General Meetings, at least one
month before the Ordinary General Meeting takes
place, for advance discussion of the issues
on the agenda of the subsequent Ordinary General
Meeting.
The Extraordinary General Meeting shall decide
amendments to the present Articles of Association
and on the winding up of the Association.
Article 16
The General Meeting is composed exclusively
of ordinary members. Each member shall have
the right to one vote. Members may participate
in the meeting in person, or by proxy to another
member provided that he/she is not a member
of the Board of Directors or of the Audit or
Appeals Committee. Given the international nature
of the Association and the likely inability
of all members to take part in the Ordinary
General Meeting or Regional Meeting, the Association
incorporates and institutionalizes the concept
of "virtual meetings", so that all
members may be in a position to participate
by using any available electronic means of communication.
The decisions taken by the Ordinary General
Meeting in "virtual" form will have
full validity. The minutes of the meetings shall
indicate the vote expressed by each member participating
in "virtual" form. No member may represent
more than five members by proxy, unless the
member has been delegated by a Regional Meeting.
In this case, the member shall have a number
of votes equal to the number of members that
participated in the meeting in which the mandate
was given.
Article 17
The General Meeting shall be called as provided
by law at least once a year within five months
after the end of the fiscal year. A General
Meeting shall also be called whenever the Chair
of the Board of Directors deems it necessary.
A General Meeting shall be called if 25% of
the ordinary members or two-thirds of the Board
of Directors make such a request in writing
specifying the reasons for the meeting and the
agenda. All meetings shall be called in accordance
with the provisions set forth in Article 18.
Article 18
I) The Ordinary General Meeting
shall be convened by mail and/or electronically,
at least 10 days prior to the date of the meeting.
The convocation shall contain the agenda and
indicate the date, time and place of the meeting
as well as an indication of the day, time and
place of the second convocation which cannot
take place on the same date as the first. The
Ordinary General Meeting shall reach a quorum
at its first convocation with the physical or
virtual participation of not less than half
of the members and in second convocation whatever
the number. Decisions of the Ordinary General
Meeting shall be taken by majority vote of the
participants.
II) The Extraordinary General
Meeting shall be convened by registered letter
to be mailed at least 15 days prior to the date
of the meeting, or by fax, except that attendance
at the meeting shall constitute waiver of such
notice, unless such attendance is for the purpose
of objecting to the transaction of business
because the meeting is not lawfully called or
convened. The letter shall contain the agenda
and indicate the date, time and place, fixing
also the date and time of a second convocation,
which cannot take place on the same date as
the first. The Extraordinary General Meeting
shall reach a quorum at its first convocation
with the participation of not less than half
of the members with voting rights and at the
second whatever the number. It shall reach decisions
by two-thirds majority vote of those present,
physically or by proxy.
Article 19
The General Meeting shall be chaired by the
Chair of the Board of Directors, and in the
case of his/her absence or hindrance, by a Chair
elected by the Meeting. The Chair shall appoint
a Secretary from among the participants except
in the case of Extraordinary General Meetings
when the minutes must, according to law, be
drawn up by a notary public.
Article 20
Decisions of the Ordinary General Meeting shall
be taken by a show of hands of the members physically
present and by reading or hearing the communications
of the members who participate in "virtual"
form.
CHAPTER IV -- International
Board of Trustees
Article 21
The Ordinary General Meeting may, following
the criteria for representation specified in
Article 5 of the present Articles of Association,
elect an International Board of Trustees, the
policy and advisory body of the Association
responsible for supporting the Association in
the achievement of its goals. The Board of Trustees
shall propose strategic guidelines for the General
Meeting; it shall verify the coherent pursuit
of the general goals of the Association and
shall verify to the General Meeting.
Article 22
I) The International Board
of Trustees shall be made up of persons, not
necessarily members, who are representative
of the ideals and professional interests of
the Association as well as of the geographical
areas in which it intends to pursue its activities.
The majority of trustess shall, if possible,
be citizens of countries of the South.
II) The number of members of
the International Board of Trustees shall be
established by the Ordinary General Meeting.
III) The members of the International
Board of Trustees elected by the General Meeting,
and those who may be co-opted by the Board of
Trustees, shall remain in office for three years
and may be re elected.
IV) Membership of the International
Board of Trustees shall be of an honorary nature
and members shall not receive any payment for
their activity. They shall however be entitled
to the reimbursement of reasonable documented
expenses incurred in the course of performance
of their duties.
V) At its first meeting, the
International Board of Trustees shall elect
a Chair and two or more Vice Chairs by majority
vote, and shall agree on the rules of procedure
of the Board. The Chair of the Board of Directors
of the Association and the Director General
of any of the organs mentioned in Article 6
of the present Statute shall have the right
to participate in the meetings of the International
Board of Trustees.
VI) The Chair of the International
Board of Trustees may, in person or through
a representative, take part without the right
to vote in the meetings of the Board of Directors
and in the General Meeting.
VII) In the course of its work,
the International Board of Trustees shall have
access to all documents of the Association and
those of any of the companies or other bodies
mentioned in Article 6 of the present Articles
of Association.
VIII) The International Board
of Trustees may organize specialized and/or
regional chapters.
CHAPTER V -- Board of
Directors
Article 23
I) The Board of Directors shall
have full authority for the ordinary and extraordinary
management of the Association and within the
limits of the law may delegate all or part of
its powers, jointly or severally, for all those
formal matters which do not require the full
participation of the Board, to one or more members
of the Board. It may also appoint managers,
agents and attorneys-in-fact for certain matters
or categories of matters, with authority to
substitute and subdelegate as to certain matters.
Without limitation of the foregoing generality,
it shall propose strategic lines of development
to the General Meeting which shall be responsible
for the discussion, approval and monitoring
of their execution by the Board.
II) The Board of Directors
shall be elected at the General Meeting which
shall decide their number, and shall consist
of not less than five (5) and not more than
nineteen (19) members, chosen from among the
members of the Association. Nominations for
election to the Board shall be made by a Nominations
Committee as hereinafter provided by Article
31.
III) To fully represent the
IPS constituencies and in pursuit of the objectives
in Article 5, the Board shall consist of: (a)
not more than seven members actively engaged
in the working of the Association and representing
each of the IPS regions, elected by vote and
from among the membership in the region; (b)
not more than 10 members, who shall be internationally-distinguished
individuals, elected by vote of the entire membership;
(c) not more than two members of the professional
staff based at the IPS headquarters elected
by vote of the entire membership; (d) in case
members elected under (b) above do not meet
the objectives of Article 5, the five members
with the least number of votes shall be replaced
at the first Board meeting convened after elections,
by not more than five coopted members as per
Article 5, who shall be internationally-distinguished
individuals.
IV) Upon recommendation of
the Nominations Committee, the Board may coopt
members to replace members who die, resign or
become ineligible and to complement the four
coopted members, as per Article 23 (IIId) above.
The term of coopted members shall expire at
the same time as that of elected Board members,
regardless of the date of their cooption.
V) Members of the Board of
Directors shall serve for a term of two years.
Members may be re-elected upon the expiration
of their terms of office. However, no member
of the Board may serve more than four consecutive
years. The Board of Directors shall elect from
among its members, by majority, a Chair, one
or more vice-chairs, a secretary who will also
act as Treasurer, and a Director General. By
decision of the Board the office of Chair and
Director General may be held by the same person.
VI) Membership of the Board
of Directors shall be of honorary nature and
members shall not receive any payment for their
activity. They shall however be entitled to
a reimbursement of reasonable documented expenses
incurred in the course of performance of their
duties.
Article 24
The Board of Directors shall be convened by
the Chair by letter and/or electronically with
at least seven working days advance notice and
in cases of urgency with a telegram and/or electronical
message with at least three working days advance
to the domicile of each Director. The Board
of Directors shall reach a quorum with the presence,
physical or virtual, of a majority of its members.
It shall vote by simple majority of the participants.
In the event of a tied vote, the Chair shall
have an additional casting vote.
Article 25
The members of the Board shall have the right
to reimbursement only for those reasonable documented
expenses sustained for reasons of their office.
Article 26
The Board shall appoint members of the governing
bodies of the companies, associations and foundations
established pursuant to Article 6 of these Articles
of Association. Members of the governing bodies
will be invited when necessary to participate
in meetings of the Board of Directors.
Article 27
The Chair of the Board of Directors shall sign
for, and shall be the legal representative of
the Association before third parties and before
the law. The Chair may delegate his or her powers,
in whole or in part and shall establish in each
case the limit of the mandate given.
Article 28
The Board of Directors, acting by two-thirds
majority vote of those present at a meeting,
shall have the power to remove any member with
cause. A board member so removed may appeal
the decision within 30 days of receipt of notice
of the removal.
CHAPTER VI -- Director
General
Article 29
The Director General shall be elected by the
Board of Directors. The Director General shall
be responsible for the execution of the decisions
of the Board of Directors. In this capacity,
the Director General shall be granted the powers
necessary for the ordinary management of the
Association and when deemed necessary by the
Board of Directors shall be granted powers of
extraordinary management. The Board shall also
establish the procedures for authorized signatures.
Chapter VII -- Executive
Committee
Article 30
I) The Board of Directors,
in as far as possible in keeping with the objectives
of Article 5, may elect an Executive Committee
from among its members which shall consist of
3 to 5 members, the Chair of the Board and the
Director General.
II) The Chair of the Board
shall be the Chair of the Executive Committee.
III) The Executive Committee
shall meet at the call of the Chair, or upon
written request to the Chair by at least three
members of the Committee.
IV) The Executive Committee
shall exercise between the meetings of the Board
the powers of the Board in all matters which
in the judgment of the Committee cannot be delayed
until the next meeting of the Board. The Executive
Committee shall report to the full board at
the next meeting of the Board regarding any
action so taken.
Chapter VIII -- Nominations
Committee
Article 31
I) The General Meeting may
elect a Nominations Committee which shall consist
of three members. The Nominations Committee
shall call for nominations to the IPS governing
bodies and shall determine if additional nominees
are necessary in order to fulfill the criteria
set forth in these Articles. It shall also recommend
individuals for cooption in keeping with the
objectives of Article 5.
II) The Nominations Committee
shall provide the names of the candidates to
the membership at least 10 days prior to the
meeting at which elections are scheduled.
CHAPTER IX -- The Internal
Audit Committee
Article 32
The periodic inspection of the accounts of the
Association and the examination of the balance
sheet shall be entrusted to an Internal Audit
Committee composed of three auditors elected,
by the Ordinary General Meeting and two substitutes,
not necessarily members. The Chair of this Committee
shall be a certified public accountant or equivalent
thereof, and the other members shall have the
technical skills necessary to review financial
documents. Members of the Audit Committee shall
hold office for three years and may be re elected.
Any fees for the auditors shall be fixed by
the General Meeting. The Audit Committee shall
have the same powers and rights as the Audit
Committee of a limited company. The Chair of
the Audit Committee, elected by majority vote
of the members, shall be invited to participate
without voting rights in the meetings of the
Board of Directors.
CHAPTER X -- Appeals
Committee
Article 33
The Annual General Meeting shall elect an Appeals
Committee formed by three persons, not necessarily
members who shall remain in office for three
years. At least one member shall be drawn from
the legal profession and said member shall serve
as chair of the Committee. Members of the Appeals
Committee may not hold other office in the Association.
It shall settle disputes between members, between
members and the Association and/or between members
and the companies or other bodies of the IPS
Group. The Committee shall work independently
from any other body of the Association and shall
have access to all the necessary documentation
of the Association and/or of the companies or
other bodies of the IPS Group to carry out its
responsibilities.
CHAPTER XI -- Financial
assets, Administration and Balance Sheet
Article 34
The financial assets of the Association shall
be constituted by membership fees, by private
and corporate contributions and by any other
income which the Association may receive from
its non-commercial activities, and by real estate,
properties or goods which may become property
of the Association.
Article 35
I) The financial year shall
run from 1 January to 31 December. At the end
of each financial year, the Board of Directors
shall draw up the balance sheet to be compiled
with care and accuracy and according to the
provisions of law.
II) The General Meeting to
approve the balance sheet shall be convened
within five months after the end of the financial
year.
Article 36
In consideration of the non-profit status of
the Association, the balance sheet should close
with no profit or loss. In case of an excess
income over expenditure, the same will be transferred
to a reserve fund and used for the development
of operations of the Association. It is, expressly
provided that no dividend shall be paid out
to members, directly and/or indirectly.
CHAPTER XII -- Arbitration
clause
Article 37
Any dispute between members, between members
and the Association, between members and the
companies or other bodies of the IPS Group,
shall be submitted to the judgment of the Appeals
Committee as provided in Article 31 of the present
Articles of Association. The Committee shall
judge as amicable arbitrator. If, however, the
mediation is not successful, it shall judge
and decide and its decision shall be binding.
CHAPTER XIII -- Winding-up
and Liquidation
Article 38
If at any time or for whatever reason the Association
shall be wound up, the Extraordinary General
Meeting shall determine the procedures for liquidation
and appoint one or more receivers, subject to
observance of mandatory legal norms. On the
winding up of the Association, the residual
capital after the payment of all liabilities
shall be transferred to non-profit organizations,
sharing the same broad goals of those of the
Association. As a consequence of the non-profit
nature of the Association it is expressly forbidden,
in the event of liquidation, to pay out any
dividend to the members, directly and/or indirectly.
CHAPTER XIV -- Law,
International Nature
Article 39
The provisions of law of the country where the
Association is constituted shall be valid for
whatever is not provided for in the present
Articles of Association.
Article 40
In consideration of the international nature
of the Association, the Articles of Association
and minutes of the Extraordinary General Meetings
shall be drawn up in Italian and English.
CHAPTER XV -- Temporary
rules
Nominations Committee
Article 41
In the first application of the present statute
only, nominations will be presented directly
by all members.
Board of Directors
Article 42
In the first application of the present statute
only, the Board of Directors will remain in
office for the duration of one year.
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