IPA Constitution

(2017)

IPA Constitution as amended 2017 AGM

Contents

1. Name

2. Purpose

3. What IPA is

4. Objective

5. Activities of IPA

6. Membership

7. Rights and Duties of Membership

8. Affiliation

9. National Representation

10. Duties of a National Representative or Branch

11. Management

12. The Executive Board (‘Board’)

13. Authority and Responsibility of the Board

14. The Council of Representatives (‘Council’)

15. The Authority and Responsibility of the Council

16. General Meetings

17. Notice of Meetings

18. Quorums at Meetings

19. Voting

20. Finance

21. Languages

22. Additions and Alterations to the Constitution

23. Dissolution

 

1. Name

The name of the Association shall be the International Play Association: Promoting the Child’s Right to Play (IPA), (first known as the International Playground Association and subsequently as the International Association for the Child’s Right to Play).

 

2. Purpose

The purpose of IPA is to protect, preserve and promote the child’s right to play as a fundamental human right.

 

3. What IPA is

IPA is a non-governmental organisation. It is interdisciplinary and embraces in membership all professions concerned with the well-being of children. Membership is open to any individual or group that endorses the United Nations Convention on the Rights of the Child, especially article 31 which in summary states: every child has a right to rest, leisure, play and recreation and to participate in cultural life and the arts.

 

4. Objective

The objective of IPA is to provide an international forum to promote and improve opportunities for play, and the development of play environments, leisure time facilities and programmes for all children and youth in all countries, in accordance with the United Nations Convention on the Rights of the Child.

 

 

5. Activities of IPA

IPA seeks to pursue its objective by:

(a) organising the exchange of experiences and ideas through international meetings, courses and conferences;

(b) facilitating personal contact and correspondence between members of IPA;

(c) developing partnerships and co-operating with national and international organisations;

(d) disseminating information, publications and reports, and maintaining a website;

(e) producing an official IPA magazine;

(f) increasing membership and encouraging the establishment of national branches;

(g) setting up working groups to develop projects and conduct research;

(h) taking other action which may further the objective of IPA.

 

6. Membership

IPA may admit as members any individual or group accepting the objective of IPA as set out in Clause 4 above.

 

Membership of IPA shall consist of the following:

(a) individuals;

(b) non-profit-making groups, for example local and area organisations, local professional agencies, national voluntary organisations and government departments at all levels, whose objective is compatible with the objective of IPA;

(c) benefactors, that is profit-making groups, for example commercial associations and corporate bodies, whose objective is compatible with the objective of IPA.

(d) The Board and Council may establish different classes of membership and prescribe their respective privileges and duties and set the amounts of any subscriptions.

 

Membership of IPA is not transferable.

 

7. Rights and Duties of Membership

(a) Each individual or group shall apply to become a member, shall agree to accept the objective of IPA, and shall pay an annual subscription.

(b) All members shall be entitled to attend IPA’s conferences and other events at a reduced rate, to receive copies of IPA’s reports, financial statements and the official magazine.

(c) Individual and non-profit-making group members are entitled to exercise their right to vote.

(d) Non-profit-making group members shall be entitled to send a maximum of three members at member rates to IPA conferences.

(e) Membership of IPA is terminated if the member:

     (i) Dies or (in the case of an organisation) ceases to exist,

     (ii) Is six months in arrears in paying the relevant subscription (if any), (but in such a case the member may be reinstated on payment of the amount due),

     (iii) Is removed from membership by resolution of the Board and Council because in their reasonable opinion the member’s continued membership is harmful to the IPA. The Board and Council may only pass such a resolution after notifying the member in writing and considering the matter in the light of any written representations which the member concerned puts forward within 14 clear days after receiving notice.

 

8. Affiliation

(a) Any international organisation which desires to become affiliated to IPA and whose objective is compatible with the objective of IPA , may be allowed to do so on payment of a special fee to be determined by the Board or through an agreement for reciprocal membership.

(b) IPA may become affiliated to or agree to reciprocal membership with any organisation whose objective is compatible with the objective of IPA.

 

9. National Representation

(a) Ten or more members forming a Branch

     (i) Ten or more members in a country wishing to form a Branch of IPA, will be recognised as a Branch on signature of an ‘Agreement of Association’ approved by the Council.

     (ii) Signature of an ‘Agreement of Association’ represents agreement with the purpose, objective and clauses contained within this Constitution.

     (iii) The ‘Agreement of Association’ shall include provision for the good management of the Branch and the exercise of the duties set out in Clause 10 below.

     (iv) Where a Branch has been formed, members of that Branch shall elect one of their members to be their National Representative on the Council.

     (v) Should a Branch wish to be formally constituted or registered in accordance with local or national requirement such a constitution or registration shall be compatible with IPA’s purpose and objective.

(b) Fewer than ten members

     (i) In a country or large geographical region with fewer than ten members, the Board may appoint a member of IPA to act as a link between those members and IPA.

Countries with fewer than ten members shall not have a place on the Council.

 

10. Duties of a Branch and their National Representative

The duties of a Branch and their National Representative, shall be:

(a) to further the purpose and objective of IPA locally and nationally;

(b) to recruit members;

(c) to liaise with and to facilitate contact between the members of IPA in an area, country or region;

(d) to liaise and work with the Treasurer to collect subscriptions dues and to account for receipts and payments, including submitting an annual financial report to the Treasurer,

(e) to report to the Board on developments in the area, country or region at least annually.

 

11. Management

(a) IPA shall be managed by an international Board and Council.

(b) The Board shall be elected by members of IPA at the General Meeting in accordance with Clause 19, and will be accountable to them for the good governance of IPA. The Board shall be deemed to have delegated to it such general responsibilities and authority as may be necessary to implement the purpose and objective of IPA set out in Clause 2 and Clause 4, and to promote and manage its affairs.

(c) The Council shall be composed of the National Representatives and the Board.

(d) The Council shall be chaired by the President of IPA.

(e) Each member of the Council shall have an equal vote, except the President (or in his or her absence the Chair of the meeting) who may have a casting vote when called upon.

(f) Every issue may be determined by a simple majority of the votes cast at a meeting but a written resolution agreed by all the Board’s or Council’s members (as applicable) is as valid as a resolution passed at a meeting. For this purpose, the resolution may be contained in more than one document and will be treated as passed on the date of the last agreement.

 

12. The Executive Board

(a) The Board shall consist of the Officers of the IPA.

(b) The Officers, namely President, Vice-President(s), Secretary, Treasurer, Membership Officer, Communications Officer and Development Officer, shall be elected by members of IPA at the General Meeting, in accordance with Clause 19.

(c) The elected officers shall hold office until the next General Meeting and shall be eligible for re-election.

(d) A National Representative elected to the Board shall step down from the position of National Representative and the Branch shall elect a replacement National Representative.

(e) The Board shall meet at least once per year in person.

(f) Other meetings shall be convened in person or by using recognised methods of communication technology.

(g) The duties of the Board shall be:

     (i) to promote the purpose and objectives of IPA;

     (ii) to maintain a headquarters and an up-to-date register of members;

     (iii) to work closely with the Council.

(h) The Board shall be responsible to the members of IPA.

 

13. Authority and Responsibility of the Board

Without limiting the general authority given by Clause 11, the Board shall have authority:

(a) to promote the purpose and objective of IPA and conduct its activities in consultation with members;

(b) to manage the business of IPA in the interests of the membership;

(c) to maintain a headquarters and an up-to-date register of members;

(d) to engage and dismiss staff;

(e) to make other paid or unpaid appointments for specific tasks as may be found necessary;

(f) to expend money received from any source;

(g) to appoint committees of members for such special purposes as it sees fit and to delegate to them such authority as it considers necessary;

(h) to co-opt members to the Board; for specific purposes non-members may be coopted.

(i) to appoint persons to represent IPA; such representatives shall submit a report within an agreed time.

(j) in order to get an urgent decision of the membership or to sound the opinions of the membership, to conduct polls in accordance with Clause 19 (b) below;

(k) to raise and expend money received from any source in accordance with ethical and other policies approved by the Council;

(l) to recommend to the Council the rates of membership subscriptions which shall relate to the economic or other circumstances of members;

(m) to appoint a suitably qualified and independent person or persons to examine the annual accounts and report to the Board and Council;

(n) to appoint Trustees to hold any necessary property on behalf of the IPA where required;

(o) to formulate and amend the Constitution for approval at a General Meeting

(p) to formulate and amend Standing Orders for approval at a General Meeting;

(q) to produce an annual report.

(r) The Board shall keep proper records of

     (i) all proceedings at general meetings,

     (ii) all proceedings at meetings of the Board and Council,

     (iii) all reports of committees, and

     (iv) all professional advice obtained.

 

14. The Council of Representatives (the Council)

(a) The Council shall be composed of the National Representatives and the Board.

(b) The Council shall meet in person at the Triennial Conference.

(c) Annual meetings of the Council shall be convened in person or by using recognised methods of communication technology.

(d) Other meetings of the Council shall be convened as necessary in person or by using recognised methods of communication technology.

 

15. The Authority and Responsibility of the Council

The Council shall have authority and responsibility:

(a) to determine the rate of membership subscriptions which shall relate to economic or other circumstances;

(b) to discuss and approve the policies of IPA;

(c) periodically to review and update the ‘Agreement of Association’;

(d) to work closely with the Board;

(e) to receive and discuss reports from the Board;

(f) to represent the views of members;

(g) to decide the venue for the Triennial Conference

(h) to invite and receive nominations and arrange elections for the Officers of IPA (in accordance with Clause 19).

 

16. General Meetings

(a) IPA shall hold a General Meeting in person every three years.

(b) The business of the General Meeting shall be conducted in accordance with the Standing Orders.

(c) The business of the General Meeting shall be:

     (i) To receive apologies for absence, approve the minutes of the previous meeting and deal with any matters arising.

     (ii) To receive and adopt reports and financial statements from the President and Officers of IPA for the period since the last General Meeting.

     (iii) To elect the Board.

     (iv) To appoint as Honorary Members for Life, persons who have made an outstanding contribution to the work of IPA.

     (v) To decide on any proposition or motion that may be submitted to the meeting. No proposition or motion other than those relating to Clause 16 (c)paragraphs (i) to (iv) above shall be moved at the meeting unless the proposition, signed by the proposer and seconder and stating its terms, has been received in writing by the Secretary at least eight calendar months before the date appointed for the holding of the meeting.

          (a) The Chairperson shall have the power to admit any proposition of which insufficient notice has been given, only with the consent of the majority of members present at the meeting. A proposition to add to, amend or alter this constitution or to dissolve IPA cannot be admitted with insufficient notice in this way.

     (vi) The proposals received in accordance with Clause 16 (c) (v) shall be circulated to all members with the agenda for the meeting at least seven calendar months in advance of the meeting. Members may then submit amendments to the said proposals provided these amendments are received by the Secretary at least four calendar months in advance of the said meeting. The Secretary shall then circulate these amendments to all members at least ninety days before the date appointed for the holding of the said meeting.

     (vii) To approve or amend Standing Orders and conduct any other business of which due notice has been given or which is urgent.

     (viii) Decisions of the General Meeting shall be effective immediately unless the Meeting decides otherwise.

(d) A Special General Meeting may be called by the Board or shall be called by the Secretary on the request of not fewer than fifty registered members from at least five different countries. The notice convening the meeting shall state the business to be transacted and no other business other than that specified in the notice shall be dealt with at a Special General Meeting.

 

 

17. Notice of Meetings

a) Notice convening a General Meeting shall not be less than twelve calendar months.

b) Notice convening a Special General Meeting shall not be less than six calendar months, except in the case of an emergency.

c) Notice convening the annual meeting of the Board shall not be less than ninety days unless otherwise agreed by them.

d) Notice for the annual meeting of the Council shall not be less than ninety days.

e) Notice may be given to a member either personally or by sending it by post, fax, email or other recognised method.

 

18. Quorums at Meetings

a) A quorum for a General Meeting and Special General Meeting shall be fifty subscribing and registered members from at least eight countries present at the meeting.

b) The quorum for meetings of the Board shall be four members.

c) The quorum for meetings of the Council shall be fifty per cent of the current number of Council members rounded up to the nearest full figure.

 

19. Voting

(a) At General and Special Meetings

     (i) The vote of each registered individual member present at the meeting and who has paid the current subscription shall count as a single vote.

     (ii) The vote of a registered group member present at the meeting, irrespective of the number of delegates of that group attending, and which has paid the current subscription, shall count as three votes.

     (iii) Benefactors are not entitled to vote.

     (iv) Voting shall either be on a show of hands or on a poll.

     (v) A member may appoint another member to be a proxy at a meeting but no member appointed as a proxy shall hold power of proxy for more than three members and must provide evidence of their appointment to hold power of proxy in each case.

     (vi) Proxy voting at meetings shall only be allowed for proposals circulated to all members in advance of the meeting.

     (vii) In the case of equality of votes, the Chairperson shall be entitled to a second or casting vote.

(b) Voting by post, fax, email and other recognised methods at General and Special Meetings

     (i) Voting by post, fax, email and other recognised methods may be undertaken as and when decided on by the General Meeting or as and when the Board or Council considers it necessary.

     (ii) The vote of each registered individual member who has paid the current subscription shall count as a single vote.

     (iii) The vote of each registered group member which has paid the current subscription shall count as three votes.

     (iv) Benefactors are not entitled to vote.

     (v) Proxy voting by post shall not be allowed.

     (vi) Votes received after the closing date will not be counted.

 

20. Finance

(a) All monies received by, or on behalf of, or in the name of IPA shall belong to IPA and be devoted to the purpose and objective of IPA.

(b) The Board of IPA shall be responsible for all monies received and expended by IPA and for the preparation of an annual budget.

(c) The Treasurer of IPA shall be accountable to the Board for keeping all monies and proper books of accounts showing receipts, payments, balances and assets.

(d) The accounting period of IPA shall start on 1st January and end on 31st December of each year or as otherwise decided on by a proposition to a General Meeting. This period shall apply to all accounts held in the name of, or on behalf of IPA unless otherwise authorised by the Board.

(e) The Treasurer of IPA shall, as soon as practicable but not more than three months after the end of each accounting period, prepare a financial statement and arrange for the accounts to be examined by an independent person or persons appointed by the Board for the purpose.

(f) All those holding a bank account in the name of, or on behalf of IPA shall submit to the Treasurer of IPA a copy of an independently examined financial report and statement for that account.

(g) The Treasurer of IPA shall report on the financial situation of the whole Association to all the membership annually and make available a copy of the latest independently examined financial statement on request.

(h) The Board may authorise the Treasurer of IPA to invest IPA’s funds and to change investments in accordance with ethical and other investment policies of IPA that have been approved by the Council.

(i) The Board shall have power, subject to such consents (if any) as may be required by law, to raise any money required for any of the purposes of IPA by mortgage or charge of all or any part of the property of IPA.

 

21. Languages

The language of IPA shall be English and such other languages as may be decided by the Council.

 

22. Additions and Alterations to the Constitution

(a) The provisions of this Constitution shall not be altered except on a proposition to a General Meeting or Special General Meeting and approved by a majority vote. The person presiding at the meeting shall not have power to admit any such proposition of which insufficient notice has been given. (See Clause 16 (c) (vi) & (vii).

(b) Proposals for additions and alterations to be considered at the General Meeting shall be circulated as in Clause 16 (c) (vi) and for consideration at a Special General Meeting with the notices as in Clause 16 (d).

(c) Amendments shall then be as for Clause 16 (c) (vii).

 

23. Dissolution

IPA may, at a General Meeting or Special General Meeting, decide by a two-thirds majority of those present and voting, that IPA be dissolved. The notice convening the meeting shall be given in accordance with Clause 17 and shall state the proposition for the dissolution of IPA. The Board shall, as soon as practicable after such resolution, pay all the proper debts and liabilities of IPA and thereafter pay or transfer any surplus to an appropriate organisation determined at the General Meeting or Special General Meeting.

End

 

IPA Constitution as amended 2017 AGM