IPI CONSTITUTION

PREAMBLE

World peace depends on understanding between peoples and peoples. If peoples are to understand one another, it is essential that they have good information. Therefore, a fundamental step towards understanding among peoples is to bring about understanding among the journalists of the world.

In accordance with this belief there is established an organisation to work towards the following objectives:

• The furtherance and safeguarding of freedom of the press, by which is meant: free access to the news, free dissemination of news, free expression of views.
• The achievement of understanding amongst journalists and so among peoples.
• The promotion of the free exchange of accurate and balanced news among nations.
• The improvement of the practices of journalism

ARTICLE I
General

1. The organisation defends everyone’s personal freedom, the freedom of expression and, in particular, the basic right of freedom of the media, as stated in article XIX in the UN Universal Declaration of Human Rights, (Dec. 10, 1948).

2. The name of the organisation shall be the International Press Institute, in the English language; Institut International de la Presse, in French; Instituto Internacional de la Prensa, in Spanish; Internationales Presse Institut, in German; herein after referred to as the Institute or IPI.

3. The official languages of the Institute shall be English, French, German and Spanish; The working language shall be English.

4. The Institute is a non-profit membership corporation pursuant to section 60 et seq. of the Swiss Civil Code, as well as a non-governmental organisation pursuant to the Federal Act on the Granting of Privileges to Non-Governmental Organisations, Federal Law Gazette No. 174/1992 (BGBL Nr. 117/1992) of the Austrian Law, as declared in the Administrative Decision DVR: 0000060, 2240.80/23-I.A-GL/92 of 26 June 1992 (Bescheid), and enjoys additional privileges on the basis of the Federal Act No. 308: International Press Institute (BGBL Nr. 308)

5. The resources of the Institute are derived from a range of sources, including membership dues, contributions and grants from institutions, companies, governments and individuals that act consistent with IPI’s values regarding the principles of freedom of the press and freedom of expression. No part of the net earnings, if any, of the Institute shall ensure to the benefit of any member or individual.

6. The goals of the Institute, as described in the preamble, may be achieved through: publications, seminars, conferences, exchange programmes, training courses, academic lectures, TV and radio broadcast material, which can be in the form of films and/or videos, electronic material on the Internet, the sending of delegations and missions to countries and governments, and collaboration with other organisations.

7. In carrying out these purposes, the Institute shall promote a fair balance of women and men in its structures and in its activities.

8. No individual member or National Committee assumes any liability, legal or otherwise, for the Institute, and the Institute assumes no liability, legal or otherwise, for any individual member or National Committee.

ARTICLE II
Membership

1. Membership of the Institute shall be on an individual, institutional or corporate basis. In seeking membership of the Institute, individuals and representatives of corporations and institutions shall declare formally and by written statement their willingness to work for the achievement of press freedom as defined in the preamble above.

2. There shall be three different categories of individual membership of the Institute, four categories of corporate membership, and one type of institutional membership:

• Individual membership of the Institute is open to persons active in the field of journalism, in news media outlets, as freelancers, in schools of journalism or in defence of press freedom rights, who support the principle of freedom of the press and desire to co-operate in achieving the Institute’s objectives. It includes the following categories: full, associate and student membership. Full and associate members enjoy voting rights. Individual student members may participate in all the activities of the Institute, but they shall have no voting rights. The dues associated with these categories of members shall be fixed by the Executive Director in accordance with guidelines set by the Executive Board.

• Corporate membership is open to news media companies and includes the following four categories: Platinum, Gold, Silver and Basic Corporate Membership. Corporate members of the Institute have the right to appoint a number of members holding voting rights which shall vary according to the corporate membership category they belong to. The dues associated with these categories of membership, and the respective number of votes afforded within each category, shall be fixed by the Executive Director in accordance with guidelines set by the Executive Board.

• Institutional membership shall be open to communications departments of universities and colleges, schools and centres of journalism, independent press councils, press institutes and journalists’ organisations in the press and broadcasting fields. Institutional members may participate in all the Institute’s activities. The Executive Director shall have power to enrol institutional members subject to the ultimate authority of the Executive Board. The number of their delegates is not limited. Dues for institutional members shall be fixed by the Executive Director in accordance with guidelines set by the Executive Board. Institutional members shall hold two full-member voting rights.

3. Membership can be acquired as follows: In countries where there are National Committees, applications shall be made to the National Committee, which alone shall have the power to initially determine whether or not to enrol the applicants. In countries where there are no National Committees, applications for membership shall be made to the Institute’s Executive Director, who alone shall have the power to initially determine whether or not to enrol the applicants. In all cases, enrolments are subject to the ultimate authority of the Executive Board.

4. A newspaper, journal, news agency, TV or radio broadcasting system, an Internet service or a journalism institution may be represented by more than one full member up to a limit of 10.

5. The Executive Board shall have power to suspend or expel any member of this Institute who shall act contrary to the principles set out in the present Constitution. Suspension of a member may be ordered by a majority vote of the members present of the Executive Board, but expulsion shall not be ordered except on the approval of two-thirds of the members present of the board.

6. Written notice of the consideration of such action, together with the statement of the alleged causes, shall be given to the member concerned sixty (60) days previous to the meeting of the Executive Board and a hearing by the board shall be granted to such member, if that member shall so desire. Any member so ordered suspended or expelled by the Executive Board shall have the right to appeal to the next General Assembly in which case a majority vote of members present shall be recognised as the final decision of the Institute.

7. Any member shall be free to resign as a member of the Institute; notice of such action shall be given either to the National Committee or to the Executive Director.

8. Any member resigning or expelled shall be bound to fulfil her or his obligations to the Institute, up to the time that member’s resignation or expulsion becomes effective.

9. Membership should be cancelled in cases where the Executive board considers that there is fundamental change in the conditions under which membership has been granted and where these changes are in contradiction to the conditions of Article II of the present Constitution.

ARTICLE III
National Committees

1a) Subject to recognition by the Executive Board and consequently to ratification by the next General Assembly, a National Committee may be formed provisionally in a country where there are at least five full members formally committed to the principles of the present Constitution.

1b) Such recognition by the Executive Board shall not necessarily imply that the Executive Board also recognises that the country in which the National Committee is formed enjoys full freedom of the press.

2. National Committees shall actively pursue the aims of the Institute in their countries, recruit members and may report to the Secretariat on developments affecting the press, particularly on threats to freedom of the press or to the free flow of news.

3. National Committees may be entrusted with administrative tasks such as the collecting of membership dues. They may employ funds so collected for the purposes of the Institute, following guidelines prescribed by the Board. Fund-raising activities should be coordinated with the IPI Executive Director. Each National Committee shall submit to the Executive Board an annual report of the Committee’s composition and its activities, as well as a statement of accounts..The Executive Board shall have power to declare a National Committee inactive or suspend recognition of a National Committee in cases where the Executive Board considers the objectives of Paragraph 2 above have not been fulfilled or there is a fundamental change in the conditions under which original accreditation of a National Committee has been granted.

Declaration of a National Committee’s inactivity or suspension of a National Committee may be ordered by majority vote of members of the Executive Board present. Written notice that such action will be considered by the Executive Board, with a statement of the reasons for such proposed action, shall be given to the National Committee concerned sixty (60) days before the meeting of the Executive Board. The National Committee shall have the right to make representations to the Executive Board, either in writing or by the personal appearance of a member or members of the National Committee at the Executive Board meeting, and the Executive Board shall consider such representations.

A National Committee from which recognition has been ordered to be suspended by the Executive Board or which is declared by the Executive Board to be inactive shall have the right to appeal to the next General Assembly, in which case a majority vote of members present shall be recognised as the final decision of the Institute, provided that the Executive Board may at any time restore recognition to a National Committee.

Notwithstanding the provisions of this paragraph, the suspensions of a National Committee or the decision of the Executive Board to consider a National Committee inactive shall not affect the right of individual full, associate and institutional members in that country to continue as members of the Institute and to participate fully in its affairs.

Where the Executive Board orders the suspension of a National Committee or declares a National Committee inactive, the tasks formerly executed by this committee will be performed by the Secretariat.

National Committees are encouraged to hold their own “media events” in the form of conferences, seminars, workshops, etc, to discuss media freedom issues or any other relevant professional or business-oriented issue which has a bearing on editorial activity. They are also encouraged to collaborate with organisations in their countries or regions whose activities involve freedom of expression and/or freedom of the media.

ARTICLE IV
General Assemblies and World Congresses

1. General Assemblies of the entire membership shall be held annually.

2. The General Assemblies and World Congresses shall have these main functions:

a) Inasmuch as the primary purpose of the General Assemblies and World Congresses is to provide a meeting place where journalists may exchange views and discuss common problems, there shall be to this end both organised and informal discussion of newspapers, radio, TV and Internet objectives, policies, techniques and current developments. While the Congress will focus on the problems of the country or the region in which the conference is held, conference organisers should also feel free to place on the agenda important (or “burning”) international issues of the day. Congress arrangements may vary from time to time and need not follow a set formula.

b) The General Assemblies shall formulate the Institute’s general programme and policy, elect the Executive Board, approve the accounts for the previous year and vote on the budget for the current year as previously approved by the Executive Board. The General Assemblies shall have the power to adopt amendments to the Constitution provided that proposals for amendments to the Constitution shall be submitted to the Executive Director thirty (30) days before the General Assembly date. Under the same conditions they shall have power to decide on the headquarters of the Secretariat. The General Assemblies shall be held each year in a different country, in so far as possible. The site and date of each General Assembly shall be decided by the Executive Board in accordance with the guidelines of the General Assembly.

3. The Chairperson of the Executive Board shall preside at General Assemblies.

4. Voting in the General Assembly shall be on the basis of individual members, each member present having one vote. By a simple majority of members present and voting, members have the right to elect the members of the Executive Board, approve the statement of accounting and the budgets, pass resolutions and vote on other issues as relevant. Changes to the Constitution shall be approved by a two third majority of those present and voting. Balloting to elect the members of the Executive Board shall be in secret; on other issues the secret ballot shall be employed if so moved and seconded.

5. Nominations for election to the Executive Board must be submitted in writing or by email to the Executive Director and must have the support of at least five members. Nominations are considered valid upon confirmation of their reception by the Executive Director.
One month in advance of the General Assembly the Executive Director must send out a list to all members containing:

a) those nominations received by the Executive Director from the membership,

b) the names of those members of the Executive Board whose terms are expiring,
and
c) those retiring members of the Executive Board who wish to stand for re-election.

6. No candidate running for election shall have his or her name placed in the ballot in absentia. The Chairperson of the Board after consultation with the vice-chairs can make an exception to this rule for extenuating circumstances as explained by the candidate in writing to the Executive Director and put the issue to a vote of the General Assembly.

ARTICLE V
Executive Board

1. Members of the IPI Executive Board hold fiduciary responsibility for the Institute. They shall act honestly and in good faith, to the best of their ability and in the best interest of the organisation and its members. Executive Board members shall ensure that the Institute acts in accordance with the principles stated in this Constitution and other governance documents, in particular the Institute’s Financial Policy, as well as in respect of the relevant laws of the countries in which it operates. They shall ensure that they act honestly and credibly in all dealings with IPI and its stakeholders and members, and shall not take advantage of their position to further their own interests.

2. Executive Board members and the Executive Director hold full liability for IPI’s operations under Austrian law.

3. The Executive Board shall have full supervision of the affairs of the Institute, in accordance with the policies set down by the General Assembly, and shall report on its activities to the General Assembly. It shall meet as often as it deems necessary, but it shall hold at least one meeting a year, which shall be just prior to the General Assembly. It shall select the place for each of its meetings. Notice of the time and place of the meeting shall be given at least 30 (30) days in advance.

4. The Executive Board shall consist of a minimum of 24 members, and a maximum of 28, who shall be elected by the General Assembly for a term of three years. Executive Board members shall be elected with due regard, as far as possible, to geographical distribution, media skills and gender, and no country shall be represented on the Executive Board by more than two members. At the end of their first term, Board members may offer themselves for re-election for one further three-year term. The National Committees of countries represented among IPI’s founding members – the United States, Germany, the United Kingdom, Finland, India, Turkey, Japan, Sweden, Switzerland, France, Australia, Argentina, Austria, Chile and Belgium – shall be encouraged to nominate their president or chairperson as a candidate to the Board. No member may serve on the Board for more than two consecutive terms, but a member may, after three years out of office, be elected again. The Executive Board may terminate the membership of a Board member should the person leave the profession or the type of activity she or he was engaged in – i.e. related to press or editorial matters – or for failure to attend three consecutive Board meetings or inactivity after two-thirds of Board members present have so voted. Written notice of the consideration of such action shall be given to the Board member concerned thirty (30) days previous to the meeting of the Executive Board and a hearing by the Board shall be granted to such a Board member if she or he should so desire. The expelled member may appeal against such a decision to the following General Assembly.

5. The duties of the new Executive Board shall begin immediately following its election when it shall meet and elect from among its members a Chairperson and three Vice- Chairpersons representing so far as practicable geographical regions not represented by the Chairperson: The regions for the purpose of this provision being defined as Africa, the Americas, Asia and the Pacific, the Middle East, and Europe. The Chairperson and Vice-Chairpersons shall constitute the working committee of the Executive Board. It will be responsible for supervising fundraising activities for the Institute and for discharging those functions of the Executive Board as requested by the Executive Board itself. One additional member may be appointed by the Chairperson, subject to approval of the Board, assuming the position of Vice-Chair. The Chairperson shall serve for two years and shall only be eligible for re-election for one further successive year. The Vice-Chairpersons shall be eligible to serve in that capacity for only three consecutive years. The Chairperson shall have power to invite to any meeting any person who has particular competence in one of the matters to be discussed. This person shall have no voting right.

4. Should a member of the Executive Board be prevented from taking part at meeting of the Board, this member may arrange to be represented by another Board member. Such representation must have written authority.

5. The members of the Executive Board shall have power to fill vacancies on the Board, such replacements to serve until the next meeting of the General Assembly.

6. To improve communication and the flow of information between the Executive Board, the Secretariat and National Committees, the Executive Board is entitled to set up a meeting of National Committees’ representatives prior to or during the General Assembly for the discussion and evaluation of:
• Country reports (activities of the various National Committees);
• Media Reports (specific problems identified by the IPI Committees of Experts);
• Financial Reports by the Chairperson of the IPI Press Freedom Fund (whose deputies are also entitled to actively participate in such a meeting).

7. The Executive Board shall fix the dues for members, associate members and institutional members; it shall fix the salary of the Executive Director and the salaries of the other members of the Secretariat, as proposed by the Executive Director. It shall approve by a simple majority the annual budget, prepared by the Executive Director, for submission to the General Assembly. It shall appoint an auditor who shall examine the accounts of the Institute and whose report shall be part of the Executive Board’s financial report to the Assembly.

8. The Executive Board shall adopt a Financial Policy setting forth financial procedures governing IPI and its activities, and detailing the financial signatory authority of the Executive Director and other members of IPI’s staff.

9. The Executive Board shall provide standing orders for the conduct and procedures of General Assemblies and the Executive Board.

10. The Executive Board shall oversee the activities of the IPI Press Freedom Fund. This fund is to be administered separately by the Executive Director and be used to enable IPI membership for editors, media executives, journalists and academics in the field of communication, who, for special reasons and circumstances, would otherwise not be able to cover their dues and participate in activities of the Institute. This permanent committee may also decide to use fund resources for the organisation of events in selected countries.

11. The Executive Board can appoint one or more committees to study and report or advise on issues of relevance, providing the committees with specific terms of reference and policy guidance.

ARTICLE VI
Executive Director

1. The Executive Director shall be named by the Executive Board, on such conditions as it may specify.

2. The Executive Director shall be the chief administrative officer of the Institute and shall act in that capacity at all its meetings and functions. The Executive Director shall be empowered to take the legal steps and make the financial arrangements within the budget necessary to the routine operations of the Institute, and shall be authorised to sign on the Institute’s behalf. The Executive Director should also present for approval by the Board and General Assembly an annual budget which should include a strategy, action plan and sources of financing.

3. The Executive Director shall act ex officio as secretary to the Executive Board. In this function, the Executive Director shall be responsible for the accurate recollection of decision by the Executive Board; the determination of eligibility to vote of various officers; the continuity of policies and practices; and the accountability of IPI officers.

ARTICLE VII
Secretariat

The Executive Board shall provide guidelines for the tasks and the organisation of the Secretariat.

ARTICLE VIII
Amendments

1. Amendments to the Constitution shall be adopted by the General Assembly and shall require a majority of two-thirds of those present and voting (which means that abstentions are not to be counted).

2. Any proposals for the amendment of the Constitution may be made either by the Executive Board or by not less than thirty (30) members. Any proposal for such an amendment shall be placed on the agenda of the General Assembly sent out at least thirty (30) days in advance of its meeting and must be communicated to the members in full.

ARTICLE IX
Dissolution of the Institute

1. A vote by two-thirds of the full members of the Institute shall be required for the dissolution of the Institute. Votes may be made in writing.

2. In the event of dissolution of the Institute any of its assets which may remain after due settlement of its affairs shall be handed over to organisations as determined by the Executive Board, which pursue the same or similar aims as those pursued by the International Press Institute, and which do not distribute profits.

ARTICLE X
Interpretation

This Constitution supersedes the earlier Constitution framed by the Organising Committee in Paris on 15-16 May, 1951 and includes the amendments thereto adopted by the membership in September in 1952, March 1955, May 1959, June 1963, June 1964, November 1966, June 1967, June 1969, June 1972, June 1973, May 1974, September 1978, May 1980, March 1985, May 1995, March 1997, May 2000, June 2009, September 2011, May 2013 and March 2016.

The Board shall reserve for itself the power to interpret the IPI Constitution in the form of a written resolution.

IPI, March 2016