The Society’s Annual General Meeting will be held in the Palace Hotel, Buxton, at 10.30am on Thursday 10 April 2008. Item 9 on the Agenda is a Special Resolution which proposes the addition of a new Article to the Society’s constitution. David Abrahams, the ISM’s Head of Legal & Professional Services, explains the background.

The ISM has, for many years, received a valuable income stream from the Educational Recording Agency (ERA), which licenses schools, colleges and universities to show recordings of films and radio and TV broadcasts to their students for educational purposes. In 2006-07 this income amounted to more than £91,000. This money is paid to the ISM because – like the MU and Equity – the Society is recognised as representing the interests of performers who have legal rights in performances covered by the ERA’s licensing scheme. The ISM, the MU and Equity are therefore the three ‘performer category’ members of the ERA’s board (other categories include producers, broadcasters, writers etc).

The eminent intellectual property barrister Richard Arnold QC, who has been advising the ISM in relation to recent internal discussions at the ERA, has advised that the Society should make certain amendments to its articles of association. The purpose is to make the basis of our relationship with the ERA transparent to all members of the Society.

Mr Arnold has suggested that we include an additional paragraph 21a of the Society’s Articles of Association as follows:

Any Member who is a performer and who is not a member of either Equity or the Musicians’ Union authorises the Society to act as his/her agent, and to appoint The Educational Recording Agency Limited to act as the Society’s agent, for the purposes of managing and administering the Certified Rights and the Additional Rights (as defined in the membership agreement between the Society and The Educational Recording Agency Limited) in his/her performances included in any broadcast, such appointment to be exclusive in the case of the Certified Rights and non-exclusive in the case of the Additional Rights. Any Member who is a composer or arranger or orchestrator and who is not a member of The Performing Right Society Limited authorises the Society to act as his/her agent, and to appoint The Educational Recording Agency Limited to act as the Society’s agent, for the purposes of managing and administering the Certified Rights and the Additional Rights (as defined as aforesaid) in his/her musical works (and his/her literary works associated therewith if any) included in any broadcast, such appointment to be exclusive in the case of the Certified Rights and non-exclusive in the case of the Additional Rights. All such members authorise the Society to apply income received from The Educational Recording Agency Limited in accordance with paragraph 4 of the Memorandum of Association.

The effect of this amendment is to confirm the constitutional basis of an existing arrangement with the ERA that has brought considerable benefits to the ISM and, indirectly, to its membership over a period of almost 20 years. In particular, ERA revenue is one of the income streams that helps the ISM to cover the gap between the Society’s earned income and its running expenses, thereby allowing the Society to keep down the overall level of subscriptions.

The vote will need to be on the Resolution as a whole, and unamended, since Special Resolutions cannot be amended. Of those voting, 75% must be in favour for the Resolution to be passed.

The Agenda for the Annual General Meeting appears on pages 20-21 of the March issue of Music Journal, as well as on the back cover of the Society’s Report & Accounts for 2006-07, which are enclosed with the same issue. At both points there are instructions for proxy voting for those members who cannot attend in person.

Members who wish to find out more are invited to contact David Abrahams at ISM Head Office, T. 020 7629 4413, E. membership@ism.org.

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