ARTICLE I - CONSTITUTION
During the inaugural assembly held in Paris in June 1948, the national associations of publishers and directors of newspapers created an international association under the title in French "Fédération Internationale des Editeurs de Journaux - FIEJ".
The articles of this Association were revised in Brussels (June 1952), Stockholm (June 1954), Copenhagen (May 1961), Paris (May 1962), Oslo (May 1982), Paris (May 1984), Tokyo (May 1985), Helsinki (May 1987), Rome (May 1988), New Orleans (June 1989), Athens (June 1991), Prague (May 1992), Vienna (1994), Amsterdam (1997), Rio de Janeiro (2000), Seoul (2005).
The name of the organization was changed, in June 1997, to ’World Association of Newspapers - WAN’.
This Association is regulated by the French law of July 1st, 1901 about contracts of non profit associations.
ARTICLE II - BASIC PRINCIPLES
The basic conviction of WAN is that free and independent newspapers play an indispensable role in maintaining free societies, thus guaranteeing human rights.
WAN adheres to the principles of Article 19 of the Universal Declaration of Human Rights and to the obligation in the Constitutive Charter of UNESCO to promote the free flow of ideas by word and image.
Article 19 affirms that "everyone has the right to freedom of opinion and expression without interference and to seek, receive and impart information and ideas through any media and regardless of frontiers".
WAN considers that the sense of freely accepted personal responsibility which should inspire publishers and editors is one of the essential guarantees of the freedom and independence of the press.
ARTICLE III - PURPOSE
The purpose of WAN is to represent internationally its member associations in:
 defending press freedom,
safeguarding the ethical and economic interests of newspapers,
studying all questions of interest to newspapers, solutions to which can be found, in whole or in part, at the international level.
WAN pursues this purpose by:
1) promoting conditions favourable to the development of the activities of the press in every country and to the improvement of its ethical and professional standards in accordance with its responsibilities,
2) compiling, publishing and recording, in cooperation with its members, professional information,
3) participating in international activities of interest to the industry and collaborating with other international press organizations,
4) creating and developing ties and bonds between newspaper publishers,
5) organizing events such as congresses, conferences, seminars, symposia, meetings,
6) any other means that could help to achieve its purpose.
To accomplish its mission, the Association will act either through its own structures or through any other structure created for this purpose or already existing.
ARTICLE IV - THE OFFICES
The registered office of WAN is : 7 rue Geoffroy St. Hilaire, 75005 Paris, France.
The address of the administrative headquarters can be changed by simple decision of the Executive Committee.
ARTICLE V - DURATION
The duration of the Association is fixed at 99 years from its creation; it will cease to exist on 30 June 2047, unless it is previously dissolved or extended in time.
ARTICLE VI - MEMBERSHIP
The Association is composed of :
VI-I - FULL MEMBERS
Full membership is open to national organizations of newspaper publishers and directors which uphold the aims and objectives listed in Article III above and which support the principles laid down in Article II.
Applications for admission should be addressed to the Director General at the WAN headquarters. The Director General will ensure compliance with the rules for membership and refer such applications to the Board, with whom the decision rests.
If a national organization seeks admission to WAN and one or more organizations from the same country are already in membership, the Director General shall consult these existing members before referring the application to the Board, with whom the decision rests.
Any dispute concerning an application for admission shall be submitted to the Annual General Meeting.
Full members shall pay an annual membership fee fixed by the Annual General Meeting.
VI-2 - ASSOCIATE MEMBERS
Associate membership is open to:
a) individual managing directors or publishers of newspapers or news magazines in whose countries there is no official association of newspaper directors or publishers, or whose country’s association is not a member of the WAN Membership cannot be transferred from one person to another without the approval of the Board;
Persons qualifying under the above terms who are judged to be engaged in particularly meritorious actions in favour of press freedom may also be elected by the Board, as non-paying, Honorary Associate Members. Detailed conditions of this membership shall be decided by the Board.
Other categories of individual membership for newspaper personnel in WAN member countries may be created by the Board.
b) organizations or companies active in professions related to the press and to communications which express their support to the basic principles on which WAN is founded (Art.II).
Associate members shall be under the same obligations as the other members of WAN; they may attend the Annual General Meeting in an advisory capacity; they shall pay an annual membership fee fixed by the Executive Committee.
Applications for admission should be addressed to the Director General at WAN headquarters. In cases where there are grounds for believing that the applicant does not respect the basic principles set out in Article II, the Director General should consult the Board, whose decision shall be final.
The Board may decide that the newspaper company associate members of a given country as a whole shall enjoy the same rights as a full member provided that the membership fee paid at the rate fixed and the number of newspapers in question justify this decision.
ARTICLE VI-3 - AFFILIATED MEMBERS
This membership is open to other organizations of newspaper publishers and editors, whether regional or world-wide, which support the principles defended by WAN.
Affiliated members shall be under the same obligations as the other members of WAN; they may attend the Annual General Meeting in an advisory capacity; they shall pay an annual membership fee fixed by the Executive Committee.
Applications for admission should be addressed to the Director General at WAN headquarters. The Director General will submit such applications to the Board whose decision, taking into consideration the criteria set out in Article VI-1, shall be final.
ARTICLE VII - REMOVAL AND RESIGNATION
VII-1 - Any full member of WAN which contravenes these articles, knowingly violates the resolutions of the Board or the General Meeting, delays without special authorisation more than one year in the payment of membership fee or is responsible for any act likely seriously to prejudice the interest of WAN, may be suspended by the Board and may later be expelled by decision of the General Meeting by a majority vote of two-thirds of the votes recorded, provided that these two-thirds represent at least one half plus one of the members attending the General Meeting.
Any associate member may be expelled for the same reasons by a majority decision of the Board.
VII-2 - Any member shall be free to resign from membership of the Association. Notice of such resignation shall be given to the President at the address of WAN headquarters before June 30th in any year in order that the resignation shall become operative at the end of the current year.
VII-3 - Any member resigning or expelled from membership shall fulfil its obligations towards the Association and particularly shall pay any arrears of membership fees.
ARTICLE VIII - FINANCES
VIII-1 - The Association shall be financed by:
Subventions which may be granted by non governmental organisations and various public and/or international organisations, as well as by its members,
Income from the sale of publications, events, etc., as long as the principal objective, in accordance with the non profit criteria of an association, are not affected.
VIII-2 - The accounts shall be kept in accordance with current accountancy practices in France.
ARTICLE IX - THE ANNUAL GENERAL MEETING
IX-1 - All full members are entitled to attend and vote at the Annual General Meeting.
Other members are invited, by whatever means, and have access to all assemblies in an advisory capacity.
The Director General shall be present at the Annual General Meeting and assist the First Vice-President.
The President of the Association may authorize observers to take part in the Annual General Meeting though without any voting power.
Each full member of the Association shall nominate a maximum of six delegates, one of whom shall have a written mandate to vote, according to Article IX-5, in the name of the national organization.
Each full member is entitled to empower another full member to act as its representative at the Annual General Meeting.
No full member shall hold more than two such powers.
IX-2 - The Annual General Meeting shall be held at a time and a place determined by the Board. It is convened by the President.
An Extraordinary General Meeting may be assembled by the President, either in agreement with the Board, or at the written request of six full members specifying the agenda and the proposals on which votes are to be taken.
If an Extraordinary General Meeting is requested by six full members, it shall take place within 90 days following the receipt of the request at WAN headquarters.
Notice of every General Meeting shall be addressed to the members at least 30 days in advance together with an agenda and a report on the items listed in the agenda.
IX-3 - The Annual General Meeting shall receive, discuss approve or reject the annual reports and accounts and approve the work of the members of the Board and in particular of the President and of the General Treasurer.
The decision of the Annual General Meeting upon all matters concerning the functioning of the Association is final. The meeting elects the members of the Board and may authorize them to undertake activities which are not specifically mentioned in the articles.
Decisions at the Annual General Meeting will be reached by simple majority vote.
Decisions resulting from a dispute concerning a request for membership or removal of a member, shall be reached by a majority of two-thirds of the votes provided that these two-thirds represent at least one half plus one of the members attending or represented at the Annual General Meeting.
IX-4 - An Extraordinary General Meeting shall be convened in cases of modification of the statutes or dissolution of the Association, its amalgamation with or its affiliation to any association.
In such cases its decisions are reached by a majority of two-thirds, provided that at least 50% plus one of the full members are present or represented.
If at the first Extraordinary General Meeting the quorum above is not attained, a second Extraordinary Meeting shall be convened at which the aforementioned quorum shall not be necessary.
IX-5 - At the General Meeting each country is entitled to a number of votes varying from 1 to 3 depending on its rate of readership :
- 3 votes = over 100 copies per 1.000 inhabitants
- 2 votes = between 10 and 100 copies per 1.000 inhabitants
- 1 vote = between 1 and 10 copies per 1.000 inhabitants
The votes shall be taken by a show of hands unless a written vote is requested by the President or by a full member.
IX-6 - In case of decisions which have no relation either to the organization, the administration, or to the articles of the WAN, the Annual General Meeting shall be entitled to vote :
a) by resolution if the decision is taken unanimously, b) by recommendation if the decision is taken by majority vote.
ARTICLE X - THE BOARD
X-1 - The Board shall only comprise representatives of full members and consist of :
the President
the First Vice-President
the General Treasurer
Vice-Presidents
other members
Each member of the Board has one vote and is elected for 2 years by the Annual General Meeting. The President has a casting vote.
They may be re-elected twice consecutively to their office.
The number of members of the Board shall be such that each country paying a full membership shall have the right to be represented on the Board.
In the event of resignation of a member of the Board, the Board may nominate a temporary member of the same country who shall hold the office until the next Annual General Meeting.
X-2 - The immediate Past-President is eligible, qualitate qua, to be elected as a member of the Board, with voting power, for a period of two years after his presidency ends.
X-3 - Each Board member is entitled to empower another Board member to vote in his place at Board meetings. No Board member shall hold more than two such powers.
X-4 - The Director General of the Association attends, in an advisory capacity, the meetings of the Board.
X-5 - In addition, meetings of the Board may be attended, in an advisory capacity, by the delegates of sections and/or committees referred to in Article XIII-1.
At the discretion of the President, meetings may be attended by other persons in an advisory capacity.
The Board shall meet at least twice a year and whenever the President thinks it is necessary, or at the request of six of its members.
Notice of Board meetings shall be accompanied by an agenda and shall be sent to the members of the Board at least 30 days in advance.
X-6 - The Board is responsible for the administration and the management of the Association. It adopts the budget proposed by the Executive Committee, decides on the structure of the membership fees scale and fixes the fees annually. It has the authority to ensure the implementation of the decisions agreed by the Annual General Meeting. It nominates the members of the Executive Committee and resolves disputed applications for membership as well as any sanctions to be administered.
It supervises the management of the Executive Committee, which is accountable to the Board for its actions and drafts the WAN internal regulations.
ARTICLE XI - THE EXECUTIVE COMMITTEE
XI-1 - The Executive Committee shall consist of :
the President
the First Vice-President
the General Treasurer
up to 11 other Board members as Vice-Presidents
XI-2 It shall meet at least four times a year at the request of the President or at the request of the President or at the request of 7 of its members.
XI-3 - The Executive Committee shall be responsible for the day to day affairs of the Association as well as the tasks which the Board refers to it; it also proposes annually to the Board the budget and the amount of the membership fee, and decides the amount of the associate membership fee.
XI-4 - The President of the Association is elected by the Annual General Meeting for two years and may be re-elected twice consecutively.
In the event of his absence, he shall be replaced by the First Vice-President.
In case of vacancy, the Board shall be convened as quickly as possible by the First Vice-President in order to appoint a replacement member. This successor shall occupy the office until the election of a new President at the next Annual General Meeting.
The President summons and presides over the General Meetings, the meetings of the Board and the Executive Committee.
He is the official representative of the Association and is vested with its authority.
The President is the Association’s authorized signatory for all purposes.
He may delegate this to the First Vice-President and /or the Director General of the Association.
XI-5 - The First Vice-President is elected by the Annual General Meeting for a period of two years. This mandate can be renewed twice consecutively.
In the event of absence, he shall be replaced by a member of the Executive committee designated by the President.
In the event of vacancy, his office shall be assumed by the President or the General Treasurer. The Board shall elect, at its next meeting, a replacement member who will take over his office until the election of a new First Vice-President at the next Annual General Meeting.
XI-6 The General Treasurer is elected by the Annual General Meeting for a period of two years. This mandate can be renewed twice consecutively.
In the event of absence, he shall be replaced by a member of the Executive Committee designated by the President.
In the event of vacancy, his office shall be assumed by the President or First Vice-President; the Board shall elect, at its next meeting, a replacement member who shall hold his office, until the election of a new General Treasurer at the next Annual General Meeting.
The General Treasurer supervises the accounts and ensures himself of their consistency with the articles of the association and with the internal regulations.
The Director General prepares the annual budget for the Executive Committee and is responsible for all the financial accounts of the Association, which should be independently audited on a yearly basis by a charted accountant appointed by the Executive Committee and shall account for his/her management to the Annual General Meeting.
XI-7 - Vice-Presidents, who are elected to the Executive Committee by the Board, on the recommendation of the President, for a two-year mandate, may be re-elected twice consecutively to this office.
XI-8 - Total service as a member of the Executive Committee and the Board shall be limited to 12 years. (This paragraph shall be considered to be effective from 1984).
ARTICLE XII - HONORARY PRESIDENT AND HONORARY MEMBERS
In exceptional circumstances the Annual General Meeting may by unanimous resolution grant :
a) the title of Honorary President on one or more past-Presidents,
b) the title of Honorary Member on one or more former members of the Board who have rendered outstanding services to WAN
If they are not delegates of a national association, the Honorary President or the Honorary Members may attend the sessions of the Annual General Meeting in an advisory capacity.
ARTICLE XIII - SECTIONS AND COMMITTEES
XIII-1 - The Annual General Meeting may decide to create within WAN a number of sections or committees organized on a geographical basis or in accordance with specialized subjects, if a need arises for such committees.
It shall at the same time determine their terms of reference.
XIII-2 - The Executive Committee nominates the Presidents of these sections and/or committees.
XIII-3 - The Annual General Meeting may decide that such sections or committees can nominate a permanent delegate who will sit on the Board in accordance with Art. X-1.
ARTICLE XIV - DISSOLUTION
In the event of the Association’s forced or voluntary dissolution, the Extraordinary General Meeting shall nominate one or several persons who shall be vested with all the necessary powers to facilitate the
Association’s liquidation. The assets, if any, shall be distributed according to Article 9 of the law of July 1, 1901.
ARTICLE XV - COMPETENT COURTS
The competent courts for any lawsuit are those governing the area where the registered offices of the Association are located.
November 2005 |
