Constitution and Code of Practice
1 AIMS
The aims of the Association shall include: I To maintain a code of professional practice to which all members of the Association shall commit themselves. II To discuss matters of common professional interest. III To provide a vehicle for representing the view of authors' agents in discussion of matters of common interest with other professional bodies, the media industry and to the public. 2 STRUCTURE The Association shall comprise eligible and duly elected members. Such members shall in turn elect a Committee which 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 members, four "Officers", being a President, a Vice-President, a Secretary and a Treasurer, two "Ordinary Members" and the Retiring President (or sometimes an additional Ordinary member). Members of the Committee of the Association shall be elected at the Annual Meeting of the Association at two-yearly intervals and shall serve for two years on a voluntary unpaid basis with the exception of ordinary members who shall serve for three 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, and may not serve on the Committee for a consecutive term of more than six years unless elected to the position of President. The Ordinary Members of the Committee may only be re-elected for two consecutive terms if they are re-elected as Officers. No member may serve for more than six consecutive years, except in the case of a seventh year as ex-officio President. All members of the Committee shall be elected by written ballot by a majority vote of those agencies represented at each Annual Meeting of the Association; each agency will have one vote. Unless expressly authorised at an Annual or Extraordinary Meeting of the Association, no two members of the same 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 s/he has 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 s/he has been a full-time authors' agent for not less than five years, such restrictions to be subject to the discretion of the Committee. 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 other Committee Member(s) other than the President mid-term, election(s) shall be held at the next meeting of the Association. The President, or in his/her absence the Vice-President, shall preside at all meetings of the Association. At the Annual Meeting of the Association, the President, or in his/her 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 no less than two weeks of all meetings of the Association, keep the minutes of such meetings, and 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 changed by a ¾ majority in a ballot of members of the Association present at any general meeting with a quorum of not less than half the number of member agencies. Any proposed changes shall be notified in writing to all members in advance. Actual changes shall also be confirmed in writing to all members. 3 MEMBERSHIP Any agency or individual independent agent who has been actively engaged in representing authors and other individuals engaged in the profession of creating copyright works ('clients') for a period of at least two years shall be eligible for membership. Applicants for membership must have a place of business within the United Kingdom although exceptions may be made at the discretion of the Committee and must be able to give satisfactory evidence to the Committee of their ability to offer the full service of an authors' agency in the handling of all literary, drama, media, subsidiary and related rights. Each applicant should have a list of clients who are actively engaged in writing and who produce a commission income of not less than £25,000 (or such other figure as may be determined from time to time at an Annual or Extraordinary Meeting). An agency or agent who is also employed by publishers or purchasing principals, other than for selling rights, shall not be eligible for membership. Applicants must undertake to the Committee that they have read and will abide by the constitution and code of practice of the Association as published on the Association's website. They shall furnish the Association with a statement of their commission rates and, if elected, notify the Association of any changes in such rates, which shall be recorded by the Committee. Election to membership of the Association shall be approved by a majority of the full Committee. The Committee reserves the right to refuse membership to any agency or individual who may qualify technically under the conditions set out above. Any applicant for membership who does not technically qualify under the conditions set out above may be accepted for full membership at the Committee's discretion or may be given Observer status for no more than two general meetings if such an applicant is approved by a majority of the full Committee. A prospective member may attend up to two general meetings only as an Observer before deciding to seek membership or otherwise. Observer status shall not confer an automatic right to future full membership. Payment of the annual subscription shall constitute acceptance of the Association's Constitution and Code of Practice. 4 DUES [Payable annually on January 6th, £75.00 for member agencies employing up to three members of staff, £150.00 for member agencies employing more than three members of staff.] 5 MEETINGS OF THE ASSOCIATION The Annual Meeting of the Association shall be held on a Wednesday in January in each year. Ordinary meetings of the Association shall usually be held on a Wednesday in the months of March, June and September. Extraordinary meetings of the Association may be called at any time by the President or within two weeks' notice by no fewer than nine members. The Committee shall meet by arrangement and may also appoint special subcommittees of the Association to consider and report on particular questions of interest to members. 6 CODE OF PRACTICE a) All members are required to act in such a way that the reputation of the Association of Authors' Agents is protected and enhanced, and to observe the Code of Practice set out in the following paragraphs. Members shall pay due heed to such other non-mandatory standards and guidelines to good practice as may be proposed by the Committee from time to time. b) No member shall knowingly represent the client of another agency, whether or not that other agency is a member of the Association. Failure to enquire as to a client's agency relationship shall be considered a violation of this rule. c) No member shall restrain a client from leaving his or her agency. In the event that a client does leave a member agency, then that agency shall have a continuing right to full commission on contracts which it has already negotiated. The original agency shall, unless otherwise agreed, release to the client all unsold rights and any rights that subsequently revert from licensees. d) All members shall by cheque or bank transfer account faithfully to their clients, within not more than 21 days of clients' monies being cleared in the member's bank account, for all sums due to their clients unless instructed otherwise by their clients or otherwise agreed. e) All members shall furnish promptly to their clients any information and material which the client may reasonably request in connection with his/her business. A member shall allow his/her clients at all reasonable times the right to verify and authenticate any statement of account concerning that client and shall submit promptly and regularly to the client full details of any transaction handled by the member. f) All members recognise the continuing right of other members to commission on contracts already negotiated. g) No member shall act for a client after the client's authorisation to do so has terminated, except that i ) no member shall be debarred from continuing to act in specified areas if so instructed in writing by the client and ii) the member shall continue to receive commission in respect of the agreements entered into previously with third parties on the client's behalf and appropriate commission in respect of negotiations carried out on the client's behalf and which are consequently concluded by the client or a new agent. h) Agents may reimburse themselves from money collected from third parties on their author's behalf for money properly spent for such expenses as photocopying of manuscripts or proposals and/or for the purchase of proofs or books for submission, for bank charges in relation to overseas payments or other exceptional postage and/or courier expenses. However, no member shall charge a reading fee or any other fee to a client beyond his/her regular commission as notified to the Association without the client's or prospective client's prior consent in writing. i) No member may without informing his/her client in writing in advance, represent in any transaction both his/her client as vendor of services or copyright material and any other interest as purchaser and/or representative of purchaser of such material and must declare to the client in writing any proprietary or profitable interest in any contract apart from that of a normal agency commission. Members may in exceptional circumstances make special commission arrangements with a client provided that they obtain the client's prior consent in writing. Members are strongly advised to consult the Committee if they are in any doubt whatsoever as to the propriety of any such special arrangement. The Committee shall have power to decide on the acceptability to the Association of any such special arrangement which comes to its notice and to require the member in question to amend to its satisfaction any such arrangement which in its view it deems unacceptable. The member may elect to withdraw from membership of the Association upon receiving notice that a particular commission arrangement is unacceptable in the Committee's opinion. j) No member shall use or communicate to others information relating to a client's affairs confidentially given to him/her except as required by law. k) All members shall establish for their clients' monies a bank account separate from the member's general business and personal accounts and shall deposit clients' monies in that account immediately upon receipt or as directed by the client. l) All members shall at all times act honestly, and in such a manner that neither clients nor third parties are misled. Members shall keep their clients apprised of relevant information and offers that they receive. Members shall not knowingly or recklessly disseminate false or misleading information. m) No member shall knowingly, recklessly or maliciously injure the professional reputation or practice of another member. n) All members shall promote and protect their clients' best interests and maintain regular contact to keep them informed as to work undertaken on their behalf. o) All members shall conduct their business lawfully. p) All members shall notify new clients in writing of their terms of business. q) All member agencies shall hold adequate provision for Professional Indemnity Insurance to a minimum level adequate to the requirement of the member agency's trading. r) Members who are sole traders shall make adequate legal provision for the protection and disbursement of clients' monies in the event of resignation, incapacity or death. All complaints made against members for alleged violation of any provision of the Code of Practice shall be considered by the full Committee of the Association who shall have the right to expel any member against whom a significant and material breach of the Code of Practice is upheld. Such a decision must be taken unanimously by the full Committee. Any member against whom a complaint has been lodged shall have the right to appear in person before the Committee to hear and/or answer such complaint. In the event of a dispute between member agencies over a matter of professional practice, the Committee may, if requested by the parties, act as arbitrators. January 2008
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