Constitution

Membership

Membership of the Association of Authors’ Agents (the “Association”), including renewal of existing membership, shall be open to any agency or individual independent agent actively and professionally engaged in the business of the representation of authors and other individuals who create copyright works (“clients”) provided that they meet the Association’s eligibility criteria and conditions as set out below.

Applicants for membership must have a place of business within the United Kingdom or the Republic of Ireland although exceptions may be made at the discretion of the Association’s governing committee (the “Committee”) and must be able to give evidence to the Committee’s satisfaction of the fact that they carry on an authors’ agency business in the sale and representation of copyright literary rights, which may also include drama, audio, media, subsidiary and related rights. Applicants must fill in and submit an application form to the Committee containing their contact details, details of their website and the details of two industry referees.

All Association members (“Member Agencies” or “Member Agency”) must conduct their business lawfully which includes but is not limited to holding all client income in separate bank accounts and not using client account monies in the running of the Member Agency business. The Committee shall be responsible for investigating and withdrawing membership from any Member Agency whose conduct is unlawful or brings the Association into disrepute.

Member Agencies should have and operate under appropriate and professional terms of business. Member Agencies should notify clients of full details of their terms of business. A client agreement, or client care letter signed by both the Member Agency and client is strongly recommended by the Association to illustrate compliance with this Association membership requirement and for the sake of clarity between Member Agencies and their clients.

Member Agencies agree that in promotion of good business practice, any amendments to the Member Agencies’ terms of business with the client, including, but not limited to, amendments to commission and other commercial arrangements, need to be notified to the client before their implementation and, where possible, the client’s prior written consent to any such changes should be obtained and documented in an addendum to the agreement the Member Agency has with the client.

Applicants understand that membership of the Association is founded upon the acceptance of this Constitution and as such Member Agencies must undertake to the Committee that they have read and accept the Constitution, as published on the Association’s website. The Association regards the maintenance of fair business practices to be an objective in the interests of all industry participants and requests that Member Agencies abide by the terms of its Code of Practice as published on the Association’s website. Member Agencies must link to the Code of Practice on any marketing materials including their own websites, if they advertise their membership of the Association, so that the values and standards expected of the Association and the requirements of Member Agencies are available to clients and prospective clients.

 

Structure

Member Agencies shall elect who will sit on the Committee. The Committee shall be responsible for making and implementing day-to-day decisions in relation to the affairs of the Association and on its behalf. The Committee shall consist of seven ‘Committee Members’: three ‘Ordinary Committee Members’ and four ‘Officers’, being a President, a Vice-President, a Secretary and a Treasurer.

Ordinary Committee Members and Officers shall be elected by majority vote at the Annual Meetings of the Association (held online if a physical meeting is not possible) in a written ballot of those Member Agencies present plus distance votes received (online or via email as appropriate) by the Committee from Member Agencies prior to the meeting. Each Member Agency will have one vote. Candidate manifestos shall be sent out to all Member Agencies for consideration at least two weeks prior to the Annual Meeting. The outcome of the vote for the Committee will be announced at the meeting at which voting takes place, including the count of the online/email votes already received.

Unless expressly authorised at an Annual or Extraordinary Meeting of the Association, no two agents employed by the same Member Agency shall be elected to the Committee at the same time. Any agent of a Member Agency shall be eligible for election as President so long as they have been a full-time authors’ agent for not less than seven years, and any agent of a Member Agency shall be eligible for election as any other Officer on the Committee so long as they have been a full-time authors’ agent for not less than five years. In exceptional circumstances e.g. experience in another area of the publishing industry, length of service requirements may be subject to the discretion of the Committee.

Committee Members and Officers serve on a voluntary unpaid basis, though may claim reimbursement for reasonable travel costs and other pre-agreed expenses incurred in the course of Association duty, subject to the approval of the President and Treasurer and according to the Association Committee’s Expenses Policy.

Ordinary Committee Members and Officers shall serve for two years. The President may not serve two consecutive terms. The Vice-President, Secretary and Treasurer may be re-elected to the Committee but not to the same office. Ordinary Committee Members may only be re-elected for two consecutive terms if they are re-elected as Officers. No member may serve for more than eight consecutive years.

In the event of the resignation, death or incapacity of the President mid-term, the Vice President shall automatically become President and elections for Vice President shall be held at the next meeting of the Association. Upon the resignation, death or incapacity of any Committee Member(s) other than the President mid-term, election(s) shall be held at the next meeting of the Association. Meetings may be called sooner than quarterly in order to fill such a Committee vacancy.

The President, or in their absence the Vice President, shall preside at all meetings of the Association. At the Annual Meeting of the Association, the President, or in their absence the Vice President, shall present to the meeting a report of the activities of the Association during the year. This shall include a summary of matters recommended for action by the Association.

The Secretary shall give notice of all meetings of the Association to Member Agencies in writing (which can include email), within 14 days of the meeting. The Secretary shall send the Agenda to all Member Agencies within 7 days of the meeting and keep and circulate to Member Agencies the minutes of such meetings. The Secretary shall also conduct the correspondence and keep the records of the Association. Such records shall be passed on to the Secretary’s successor and other Committee Members shall also pass on relevant correspondence and documents to the Secretary within one month of leaving office.

The Treasurer shall keep the books of the Association, collect all dues, pay all outgoings, and render a proper annual account of the Association to the Annual Meeting.

The Constitution of the Association may only be amended by a three-quarter majority in a ballot of Member Agencies. Each Member Agency will have only one vote. Ballots may be held online and at any General Meeting, provided proper Notice of the meeting and information regarding such amendment has been given to all Member Agencies and Member Agencies may also vote in writing to the President or Secretary (online or via email as appropriate) prior to or within one week of the circulation of the minutes of such General Meeting. Any proposed changes to the Constitution shall be notified in writing to Member Agencies in advance of the General Meeting. Minor amendments to such proposed amendments may be proposed at said General Meeting. A minor amendment is one which does not materially alter the intended effect of the amendment. The results of the ballot will not be released until the end of one week following distribution of the minutes of the General Meeting. Agreed changes shall be confirmed in writing to all Member Agencies.

 

Dues

Annual subscription fees will be payable by 15 April of each year, upon receipt of an invoice from the Treasurer. The fee structure of the Association is a tiered system, with the tiers defined according to the number of staff at each Member Agency. For the purposes of this calculation a member of staff is anyone who works more than two days a week. The membership rates and tiers are available from the Secretary on application and on the website.

Payment of the annual subscription fees shall constitute the agency’s acceptance of the Association’s Constitution and Code of Practice although the agency accepts that payment alone does not constitute that an agency’s membership application, or renewal, has been accepted by the Association. Such acceptance, or otherwise, will be confirmed separately by the Association in writing.

 

Meetings of the Association

The Annual Meeting of the Association shall be held in January of each year. Ordinary Meetings of the Association shall usually be held in the months of March, June and September. Extraordinary Meetings of the Association may be called at any time by the President or a majority of Committee members. All meetings shall be held with a minimum 14 days’ notice. Member Agencies wishing to add Agenda items for discussion should advise the President and Secretary within 10 days of the meeting, to enable the Agenda to be circulated within 7 days of the meeting.

The Committee shall meet by arrangement at least four times a year and may also appoint special advisory groups constituted of Association members, to consider and report on particular questions of interest and concern to members. Advisory Groups shall not be empowered to act on behalf of the Association unless specifically authorised to do so by the Committee.

This Constitution and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and all Member Agencies and applicants irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Constitution or its subject matter or formation (including non-contractual disputes or claims).