IDN Codex
May 3rd, 2007
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Code of Practice
and
Membership Selection Criteria
The InterDirect Network of
Independent Direct Marketing Agencies
1.0 The Purpose of IDN
§ 1. Constitution
The InterDirect Network (IDN) was launched during the 1988 Montreux week and
presented its Network disciplines at the first annual assembly, held in Belgium August
26th and 27th, 1988.
§ 2. Purpose
IDN is dedicated to strengthen the free exchange and flow of ideas between its
independent, direct marketing member agencies. This extends beyond ideas in the
creative field to the areas of client acquisition, account management, accounting and
production.
It is also a declared purpose of IDN to promote the cross fertilisation of ideas on
strategies, creative development and methods of operation through an exchange of
executives between members for limited periods of time. The agency sending its
employees abroad carries the costs for travel, accommodation and salary of those
employees. All other details will be agreed to by the agencies involved.
Further, IDN gives its members the possibility to manage international accounts
without having to sacrifice their independence.
2.0 Organization
§ 3. Registration
IDN is a privately owned Network belonging to all the current members in good
standing. The name and logo should be protected by registration in all countries
where it is possible. The InterDirect Network is registered as a non-profit foundation
in the Netherlands with effect from November 21st, 1994.
§ 4. General Assembly
Held once a year, the IDN Managers’ Meeting constitutes the General Assembly of
IDN. This meeting is open for the administrative partner(s) of the agency member.
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The official representative from each agency must hold a pro cura to vote on behalf
of the agency in all IDN matters. Participation is expected and non-attendance should
only be a measure of last resort if there are exceptional circumstances.
The General Assembly elects the Board (see paragraph 5) and certifies the annual
budget of IDN, presented by the Board. It also agrees on changes in the Code of
Practice and it can dissolve the IDN. In all other matters presented by the Board and
the Secretariat, the General Assembly supplies ideas, views and direction to the
Board for future work in IDN. When invited by the Board or Secretariat, the General
Assembly / all members give their votes in specific matters.
All decisions are made by simple majority, except decisions concerning dissolving
IDN (see paragraph 7). Each member has 1 ( one ) vote. Voting is done at the
Mangagers’ meeting or the vote is given before the meeting by e-mail. If wanted,
proxies can be given to any participating member from any member not participating
at the General Assembly.
§ 5. Board
The board consists of a Chairman, Vice Chairman and Treasurer.
Vice-Chairman and Treasurer of the Board are being elected every 2nd calender year
for a period of two years.
At the end of the second year in office, the Vice-Chairman automatically moves up to
the position of Chairman and the members vote for a new Vice-Chairman and
Treasurer.
The board is IDN’s highest authority on a running basis, and its responsibility is to
decide on budgets and activity plans, accept/decline member applications, contribute
to the development of the network and support the Secretariat in the running of the
network. In the event of conflict the board will do its utmost to resolve it in a manner
agreeable to all parts, if they cannot first resolve it themselves.
The board normally meets 4-6 times a year, where two of the meetings are held in
connection with the Managers Meeting and the Forum. The board meetings must at
least be attended by the Chairman and the Managing Director. The agenda is
suggested by the Managing Director and confirmed by the Chairman.
The board positions are voluntary, non-paid positions. However, all direct travel and
accommodation costs are covered by the Network. This does not include travelling
and accommodation at the Managers’ Meeting and at the Forum.
§ 6. Secretariat
The management and daily running of the Network (including communication
between the board and members) is handled by the Secretariat with the support of
the Board members. The Secretariat is responsible to the Board in all matters.
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The Secretariat consists of a Managing Director (MD) and a Deputy Managing
Director (DMD). Support functions are liable to be sought within the agencies of the
MD og DMD. Function guidelines are outlined for the two positions. Office costs,
workload/position percentage and salary are negotiated with the Board and will be
parts of the total yearly budget of IDN, accepted by the Board and the General
Assembly.
The Secretariat position as Managing Director (M.D.) of IDN and is currently held by
Mr. Pieter van den Busken. In recognition of his role as founder of IDN, Mr van den
Busken is entitled to remain M.D. for as long as he is willing and able to serve in this
capacity. Upon retirement, a replacement Candidate will be nominated by the Board
and submitted for election to a 3 year term.
The Secretariat position as Deputy Managing Director is currently held by Mrs. Leena
Basrur, owner of the Indian member agency Direxions.
§ 7. Termination of IDN
Decision to dissolve IDN can only be made by the General Assembly in two
consecutive meetings with a qualified 75% vote. The second meeting can be
extraordinarily called, but not earlier than 3 months after the first, ordinary meeting.
To be valid, the invitations and agendas for the General Assembly and Extraordinary
General Assembly meetings must both be sent to all members not later than 4 weeks
before the meeting is held.
3.0 Membership
§ 8. Exclusivity
As a general rule there will be only one IDN member agency in each country.
However under special circumstances, the Board is entitled to invite membership
applications from a country in which there is already a member. Bearing the general
rule in mind and after due consultation with the existing member as well as other
recommending agencies, the Board will decide on the appointment of another
member agency in such circumstances.
§ 9. Membership criteria
The IDN agency should be management-owned and recognised as one of the
leading direct marketing agencies in the respective country.
Eligibility for membership is restricted to agencies that are not already associated
with another international Direct Marketing network, either as full members or
affiliates. An agency who is a “representative” of another international network is
considered as being in a potential conflict situation. Association with other national
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organisations who are not affiliated to international groups is not a barrier to IDN
membership.
Every member should be able to offer the following services on a professional level
solely through the use of its full-time employees: consulting services in all areas of
direct marketing, strategy, copy and layout as well as professional production
supervision.
The official IDN network language is English. Every member must be able to
communicate in this language, both orally and in written form. Further, the member
agencies must have access to the following means of communication: High Speed
Internet and telephone. The ability to deal with current data formats is also binding.
Members host their own websites with a link to the IDN website (and vice versa).
The Board accepts or turns down every member application and is in its right to make
individual judgement of the agency in question and make exceptions from the criteria
above on reasonable grounds.
§ 10. Membership application
New members will either be approached by the IDN Board or apply by an informal
letter of application.
An agency applying for membership will be asked to provide relevant information,
related to the membership criteria, about itself, such as personnel, billings, activities,
and a list of its current clients.
The aspiring agency must agree to the Board’s inquiries about the agency’s
reputation, professional standing and standards. If possible, a member of the IDN
Board or the Secretariat will visit the candidate’s offices preferable before the official
appointment.
The decision on whether to accept a candidate or not rests with the Board, after
consulting for comments of all members.
Member agencies must agree to be bound by the Code of Practice, respect the IDN
purpose and Contractual obligations and agree to pay appropriate admission and
membership fees on request.
§ 11. Membership representation in more than one country.
An IDN agency member normally represents one country only. In the case that the
agency has subsidiaries in more countries, the agency must pay a full membership
fee for each country to hold the exclusive membership in that country.
The agency can have several subsidiaries or branch offices in each membership
country.
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If a member wishes to establish new subsidiary offices in other countries where there
is already an IDN member, such an establishment should only be done with the
knowledge of and in cooperation with the existing member. The existing member
maintains his exclusive IDN membership, and the subsidiary of the “intruding”
member cannot become a member and obtain member rights.
§ 12. Cancelation of membership
The IDN member is free to leave the network for whatever reason at any time. There
is no quarantine period.
The IDN Board can decide to terminate the membership of an agency when:
- The annual membership fees are not being paid in spite of three or more
reminders and a 9 months over-draft.
- The agency representatives fail to respond to approaches from the Secretariat
or Board and no contact can be obtained for a period of at least three months.
- The Board considers that the member does no longer fill the criteria for
membership. In this case, steps shall first be taken to discuss with the member
how to recover the failing criteria.
Also, the IDN membership ends automatically and immediately, if and when an IDN
member agency joins another international network.
In all cases of ending the membership, the agency is not entitled to a refund of
membership fees. The agency must immediately remove the IDN logo and all
references to IDN in all their internal and external communications. The agency
involved is required to pay all membership fees up until the date on which it is
officially excluded from the network.
Every member that leaves the network is obligated to help the IDN Board find a
replacement member.
4.0 Finance
§ 13. Membership fee
Financially, IDN is supported by its members through the annual membership fee
which is set by the Board from time to time.
The bill for the membership fees will be sent out by the Secretariat in January and
must be paid within 30 days, being credited to the IDN account by the end of
February at the latest. The fee can also be paid for in two instalments each due by
January 30th and July 30th of that year.
The 1st year fee will be invoiced pro ratio from the 1st day of full month following the
date of the official appointment of the membership.
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The punctual payment of fees is a point of honour for every IDN member. Members
who are more than 3 months in arrears lose their voting rights until their debt has
been fully paid. Further, members failing to pay their fees can be excluded from the
network after a further 6 months if the Board recommends such a course of action see paragraph 3.4 above.
§ 14. Financial commitments
Each member operates as an independent entity and is responsible for its own
finances.
Other financial commitments such as promotion and campaign costs undertaken by
IDN will be agreed to by the Board and submitted for the approval of the members.
5.0 Means of contact and communication in IDN
§ 15. IDN Internet site
The Secretariat coordinates the maintenance of the IDN Internet site,
interdirectnetwork.com. The site presents IDN as a whole and offers each member a
sub-site for agency presentation, following a joint structure and a link to the agency’s
own Internet site, if any.
§ 16. IDN Intranet site Pandora
By a proper user name and password, all members have access to the Intranet site
and library Pandora. The Pandora structure is maintained by the Secretariat. The
content however, is filled by member initiatives with issues like Client cases,
professional tips, discussion forum and the like.
§ 17. IDN Forum
All IDN members are invited to meet at least once a year for the annual IDN Creative
Forum. Both managers and employees from the Account, Creative, Production and
other departments are invited to attend this Forum. The mission statement for the
IDN Forum is “Get inspired!” and the Forum agenda contains case presentations,
client case workshop, industry update, professional lectures and more.
§ 18. E-mail
E-mail is considered the most efficient tool for day-to-day communication between
members, Secretariat and Board. Members are urged to use all occasions to ask for
advice from members, particularly in new business activities. Each and every IDN
member is obliged to help other members with their know-how and experience.
If asked to do so, the Secretariat will forward contact requests and serve as a link
between the members.
6.0 Rules for cooperation between IDN-Members
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§ 19. Assistance
There are often significant differences in direct marketing from country to country
(laws, postal regulations, aesthetics, language, market developments, etc.). In order
to deal with these problems, each and every IDN member is obliged to help other
members.
There should be no fees charged if the questions and problems that arise are fairly
easy to deal with. Should the questions and problems that arise take a lot of time and
trouble to deal with, then the members must reach an agreement about the costs
before any work is done.
§ 20. Use of reference cases and other material from another member
No cases or material found on the Pandora or obtained from another member can be
used, translated or developed without permission from that member.
But when such permission is given, any IDN member is allowed to present to
prospects or clients any case or material developed by another member, to the
benefit of the “borrowing” member. The origin of the material shall be clearly stated.
§ 21. Activities in another country where IDN is represented
All IDN members agree not to carry out their own campaigns in countries where there
is another IDN agency without informing and involving that agency.
If such campaigns do take place, then ideally and if accepted by the client, the local
agency should be involved in the campaign, for instance by checking the work (e.g.
language translations, test of local acceptance to concept/idea, etc in elements like a
piece of advertising, complete mailing, website, etc.) of the foreign partner and send
these back with suggestions for improvement if necessary performing local research,
finding local databases/target groups, handling local distribution, etc.
Where members co-operate in campaign development and client service, the
necessary financial arrangements are to be made between the co-operating
members without the involvement of the Board or the Secretariat.
The IDN agency which is leading is responsible for all aspects, including legal and
other rules and regulations.
The principle of IDN is friendly co-operation according to need and a will to promote
each other’s interests within the network. In the event of conflict, the Board will do its
utmost to resolve it in a manner agreeable to all parties, if the parties cannot first
resolve it among themselves.
7.0 Using IDN name and logo
§ 22. Exposure of IDN name and logo
Every member has the right and the duty to use IDN name and logo as much as
possible in all the agency's publications and communication.
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