1. Name
   1. The name of the association is the Association of International Property Professionals (“AIPP”)  
2. Interpretation
1. Unless the context otherwise requires:
1. International Real Estate shall mean real estate purchased in one country by a person belonging to another country.
2. International Real Estate Industry shall mean those persons engaged for gain in the sale of International Real Estate or in the provision of services ancillary to such sales.
3. Belonging to shall mean:
1. In the case of a business, the place where that business has its centre of operations.
2. In the case of an individual, the place where that person habitually resides.
4. Sale shall include purchase and vice versa.
5. Person shall include both a physical person and a body corporate.
6. Business shall include an individual working on his own account.
7. Staff means any person working for or under the control of a business, including employed persons, self employed contractors and any other person whom the business has the right to control.
8. Law means any law, regulation, rule, statute, code or similar being legally binding upon the public as a whole or a class of persons relevant in the circumstances of any case.
9. Document includes any digital equivalent.
10. Special Resolution shall mean a resolution approved by at least 75% of the Members in each category of membership present in person or by proxy at the meeting at which the resolution is put to the vote.
11. In writing shall include in electronic form such as email or fax provided that there is either electronic proof of delivery or an actual acknowledgement of delivery.
12. The Code of Conduct shall mean the Code of Conduct forming Schedule I to this constitution, as modified from time to time.
13. The Dispute Resolution Procedure shall mean the procedure forming Schedule II to this constitution, as modified from time to time.
14. The Disciplinary Procedure shall mean the procedure forming Schedule III to this constitution, as modified from time to time.
15. The singular shall include the plural and the male the female.
2. In the case of doubt the meaning of this constitution shall always be construed so as:
1. Firstly, to give effect most closely to the main objects of the constitution.
2. If there is still doubt, to provide the widest possible powers and obligations.
3. If there is still doubt, in the manner granting the most protection to the general public.
3. Objects
1. AIPP is formed for the following purposes:
1. To encourage the highest standards of professionalism within the international real estate industry.
2. To enhance standards of professionalism by education and training.
3. To promote awareness of the industry and its products amongst the general public.
4. To provide a forum for the resolution of disputes between the buyers of international real estate and the Members of AIPP.
5. To provide a collective voice for its Members when dealing with issues relating to international real estate.
6. Such other purposes as the Members of AIPP may from time to time decide.
2. These objects may only be modified by a special resolution of the Members of AIPP
4. Powers
1. In furtherance of the objects, but not otherwise, the Board may exercise the following powers:
1. power to raise funds and to invite and receive contributions provided that in raising funds the Board shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law but nothing in this clause shall prevent AIPP from providing services or products to Members that are paid for by the Members or in respect of which it receives a commission which shall be applied for the general account of AIPP;
2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
3. power, subject to any consents required by law, to sell, lease or dispose of all or any part of the property of AIPP;
4. power, subject to any consents required by law, to borrow money and to charge all or any part of the property of AIPP with repayment of the money so borrowed;
5. power to employ such staff (who shall not be Members of the Board) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents;
6. power to co-operate with other persons or bodies in furtherance of the objects and to exchange information and advice with them;
7. power to establish subsidiary or related organisations, sharing in same objects, whether in the UK or internationally;
8. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects:
9. power to appoint and constitute such advisory committees as the Board may think fit;
10. power to do all such other lawful things as are necessary for the achievement of the objects;
11. power to make such Rules as they consider necessary for the furtherance of the objects, such Rules to be binding upon Members;
12. power to take disciplinary proceedings in respect of breaches of such rules or of the Code of Conduct.
5. Membership
1. There shall be the following categories of membership:
1. Business Members
2. Associate Members
3. Provisional Members
2. Membership shall, at the entire discretion of its Board, be open upon application to such persons as meet the following membership criteria:
1. Business Members
1. Businesses engaged actively in the development or sale of International Real Estate and
1. that have been so engaged for a minimum of 3 years or, in the case of a business currently a Provisional Member, that has been so engaged for a minimum of 2 years and has been a provisional member for at least 1 year
2. hold all of the necessary qualifications and licences to engage in such activity in the country to which they belong and, if this is required in the countries where the real estate is located, also in the place where the real estate is located.  
3. They are of good standing.
4. They commit themselves to conducting their businesses in accordance with the Code of Conduct.
5. They commit themselves to resolving any disputes with buyers, if the buyer so wishes, using the Dispute Resolution Procedure.
6. They pay the joining fee and maintain their membership by paying the annual membership fee.
2. The Board may, where the person operating the business has extensive experience in the International Real Estate Industry, waive the requirement for the business to have been operating for three years prior to the offering of membership.  ‘Extensive experience’ shall mean that either
1. The applicant has at least 5 years’ relevant experience of the international property market.
2. If working at a sufficiently senior level (for example, at Director or Senior Management level in mid-size to large company), or running their own small company, the applicant has at least 3 years’ relevant experience.
3. Recognising that new people join the International Real Estate Industry all of the time and in light of the important role the Association should play in educating the industry and those new to it, the Board shall also be permitted, to admit businesses to temporary membership provided that the board is satisfied, after due enquiry:
   1. that the person operating the business has relevant experience,
      1. Applicants should have at least 5 years’ experience of the property market
      2. If working at a sufficiently senior level (Director or Senior Management level in a mid-size to large company), or running their own small company, 3 years’ experience of the property market may be acceptable.
      3. Applicants with at least 5 years’ experience in a senior position with similar skills required (sales, marketing, business management, finance, law), may be accepted as a Member.
      4. Applicants with at least 7 years’ experience in a position with similar skills required (sales, marketing, business management, finance, law), may be accepted as Member.
   2. and that the person operating the business is a fit and proper person.
   3. and that the business plans, documentation and procedures are consistent with the aims of AIPP. 
   4. Membership offered under this clause shall be temporary and shall be reviewed by the Board after six months and again after twelve months before being put to the members for conversion into full membership in the way set out in clause 8.1.2
4. Business Membership shall survive any change in the constitution or ownership of the business provided that the business still meets the membership criteria.
2. Associate Members
1. Individuals or businesses engaged in activities ancillary to the sale of International Real Estate and that have been so engaged for a minimum of 3 years, providing that:
1. They hold all of the necessary qualifications and licences to engage in their business in the country to which they belong.
2. They are of good standing.
3. They commit themselves to conducting themselves in accordance with the Code of Conduct.
4. They pay the joining fee and maintain their membership by paying the annual membership fee.
2. The Board shall, in exceptional cases and where the person operating the business has extensive experience in the International Real Estate Industry, be empowered to waive the requirement for the business to have been operating for three years prior to the offering of membership.   The definition of 'extensive experience shall be the same as that applied in the case of Business members.
3. Associate Membership shall survive any change in the constitution or ownership of the business provided that the business still meets the membership criteria.
4. Associate Members may not comprise more than 20% of the members of AIPP.
3. Provisional Members
1. Any individuals or businesses in International Real Estate or ancillary activities not eligible for Business or Associate membership due to a lack of experience may become a Provisional Member providing that:
   1. If required, they hold, or are in the process of obtaining, all of the necessary qualifications and licences to engage in their business in the country to which they belong.
   2. They are of good standing.
   3. They commit themselves to conducting themselves in accordance with the Code of Conduct.
   4. They pay the joining fee and maintain their membership by paying the annual membership fee.
   5. Provisional Members shall not have all the rights of Business or Associate Members. They enjoy all rights except:
   6. They must not refer to themselves as Members of the Association of International Property Professionals.
   7. They must not use its logo.
   8. They cannot vote at all general meetings of AIPP.
   9. They cannot refer to themselves as “AIPP – Specialists in Country” even if they have completed the relevant training course.
2. Provisional Members have all the same duties as Business and Associate Members
3. Provisional Membership shall survive any change in the constitution or ownership of the business provided that the business still meets the membership criteria.
4. Cessation of membership
1. Members may resign their membership by written notice to the Secretary but no such resignation shall be accepted whilst there is any outstanding complaint under investigation by the Board.
2. Members may be removed from membership as a result of any disciplinary proceedings taken by the Board.
3. Members shall be removed from the register of members if, in the unanimous opinion of the Board, they no longer fulfill the requirements for membership.   
4. Any Member removed as a result of disciplinary proceedings or as a result of a decision by the Board that they no longer meet the requirements for membership may appeal to the next Meeting of Members, in which case their membership shall be suspended pending the outcome of the appeal.
6. Rights of Members
   1. All Members have, in addition to the rights specified elsewhere in this constitution, the following rights:
      1. To refer to themselves as Members of the Association of International Property Professionals.
      2. To use its logo.
      3. To attend and vote at all general meetings of AIPP.
      4. Subject to the payment of the relevant charge, to take advantage of the training sessions arranged by AIPP.
   2. Business Members shall have the following additional rights:
      1. Subject to the payment of the relevant charge, to take advantage of the Dispute Resolution Procedure arranged by AIPP.
      2. Subject to the payment of the relevant charge, to enrol their staff on the staff training courses arranged by AIPP.
   3. Members who have passed the appropriate AIPP training course in relation to a particular country may, in addition, describe themselves as "AIPP – Specialists in COUNTRY".
   4. These rights shall be suspended if the membership is suspended.
   5. These rights shall end at the same time as the membership ends.
7. Duties of Members
1. All Members shall, during their period of membership:
1. Abide by the Code of Conduct.
2. Abide by the rules of AIPP made under this constitution.
3. If employed, bring the existence of the Code of Conduct to the attention of their employer.
4. Supply such information as AIPP may reasonably request, including statistical information as to market conditions, so as to assist it in its relations with government, the press, regulatory bodies etc.
5. Pay their membership subscription within 30 days of it being demanded.   Failure to do so shall lead to their membership being suspended and, after a further 30 days, being cancelled.
2. Business Members shall, in addition:
1. Ensure that all of their staff abide by the Code of Conduct.
2. Ensure that their staff receive appropriate training.
3. Ensure that all of their sub agents are aware of the business obligations under the Code of Conduct and agree to comply with those obligations.
4. Ensure that any agents or developers with whom they work overseas as suppliers of property are aware of their obligations under the Code of Conduct and, wherever it is possible to do so, ensure that those agents or developers agree to comply with its terms. 
1. In considering whether it is possible for the Member to comply with this obligation account shall be taken of the relative size and economic power of the parties, the commercial practice in the area and the existence of any standard form documentation in use by the agent or developer in question. 
2. Even if it is not possible to secure the agent's or developer's direct adhesion to the provisions of the code the Member shall be responsible for adhering to the code in all respects as far as the conduct of their business is concerned.
5. Ensure that all of their potential customers are aware of the existence of the Code of Conduct and Dispute Resolution Procedure.
6. Notify AIPP of any material change in their structure, management or ownership.
8. Management
1. Admission to Membership
1. Prospective Members shall apply for membership in writing in such a manner as the Board shall from time to time approve.
2. Prospective Members may, at their entire discretion, be admitted to membership by the Board for an initial period ending at the Annual General Meeting of AIPP following the first anniversary of their admission to membership, at which meeting their status shall be reviewed.   Provided they satisfy the Members present at that meeting of their eligibility and continuing suitability as Members they shall be confirmed as Members and shall remain Members for as long as they continue to meet the requirements for membership or until removed from membership as provided for in this constitution.
3. Any person refused membership by the Board may appeal to the Annual General Meeting of AIPP next following their application for membership.
4. Following admission to membership the Board shall register the new Member in the Register of Members and issue them with a membership certificate.
5. The Register of Members shall be available for inspection by Members and the public.
2. The Governance of AIPP
1. The supreme governing authority of AIPP shall be the general meeting of its Members.
1. Meetings of Members may be called at any time by the Board and shall be called upon the written request of not less than 10% of the Members and specifying the items that they wish to place on the Agenda for the meeting.
2. The Board shall, in any event, call an Annual General Meeting at which, at least, the following business shall be conducted:
1. Presentation for approval of the minutes of the previous Annual General Meeting and any other intervening general meetings.
2. Receiving the annual report of the Chairperson and of the Chief Executive Officer, if any be appointed. 
3. Presentation for approval of the accounts for the previous financial year.
4. Presentation for approval of New Members and election to continuing membership
5. Presentation for approval of the Board’s recommendation of the budget of income and expenditure for the following year.   If this is not accepted the meeting shall have the power to vote on any alternative budget put before it for consideration at the meeting.
6. Presentation for approval of the Board’s recommendation of the joining and membership fees to be charged for the following year.   If this is not accepted the meeting shall have the power to vote on any alternative fee structure put before it for consideration at the meeting.
7. Consideration of any resolutions set out in the Agenda.
8. Election of Chairperson.
9. Election of the Board.
10. Election of Auditors.
11. Any Other Business.
3. In the notice calling the Annual General Meeting there shall be an invitation to Members to nominate Members for the Board.   Any nominations must be received not less than 21 days before the date of the Annual General Meeting and shall be circulated to Members at least 14 days before the meeting.
4. At least 28 days’ notice of any meeting shall be given to Members.   The notice shall be accompanied by a draft Agenda for the meeting.
5. Any Members comprising at least 5% of the membership wishing to place items on the Agenda for the meeting may do so by giving the Board written notice expiring not less than 21 days before the date of the meeting and the Board shall then place the requested item on the Agenda.
6. Any Member may request the Board to include an item on the Agenda and the Board may, at its discretion, do so.
7. The Board shall circulate any revised Agenda at least 14 days before the date of the meeting.
8. Meetings shall be chaired by the Chairperson of the Board or, in his absence, by his deputy or, in his absence, by a person elected at the meeting.
9. There shall be no quorum for a meeting.
10. Each Member shall have one vote, which may be cast either in person or by proxy.   Provided that the intention to appoint a proxy is clear there shall be no required form of formality required for the appointment of a proxy.
11. Nothing that is not on the Agenda for the meeting may be voted on at the meeting but matters not on the Agenda may be raised as ‘Any Other Business’ and discussed.   Those discussions shall be taken into account by but shall not bind the Board.
12. All votes, unless otherwise required by this constitution, shall be passed by a simple majority of those Members present in person or by proxy.
2. Subject to that authority, AIPP shall be managed by a Board of 13 Members elected at the Annual General Meeting.   The Board shall exercise all of the powers of AIPP on behalf of its Members.
1. Members of the Board shall be nominated in writing by at least two Members and must accept that nomination and supply a CV before their details may be circulated to Members.
2. Membership of the Board shall be unpaid.
3. The Board may co-opt a maximum of two Members to be additional members of the Board.    The co-opted Members shall enjoy no right to vote.
4. Members of the Board shall, except as provided below, serve for an initial period of 2 years.
5. At the first Annual General Meeting one third of the Board shall retire.   They shall be chosen by lot.
6. At the second Annual General Meeting one half of the remaining original Board shall retire.   They shall be chosen by lot.
7. At the third Annual General Meeting the remainder of the original Board shall retire.
8. The Board shall hold at least three meetings per year.
9. Meetings of the Board may be called by the Chair or by any three Board members.
10. Members of the Board shall, except in an emergency, be given at least 21 days’ written notice of any meeting of the Board.
11. Meetings by telephone conference call and the like shall be permitted.
12. Meetings shall be chaired by the Chairperson of the Board or, in his absence, by his deputy or, in his absence, by a person elected at the meeting.
13. Minutes shall be taken of all Board meetings and circulated to all Board Members within 7 days of the meeting.
14. Board Members shall each have one vote.   In the event of an equality of votes the proposition shall fail.
15. The quorum shall be six Members of the Board.
16. No proxy shall vote at a meeting of the Board.
17. The proceedings of the Board shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a Member.
18. Board Members may be re-elected.
3. Officers
1. The Members shall elect a Chairperson who shall Chair AIPP and the Board. 
2. The Board shall, from its members, elect a deputy Chairperson, a Secretary and a Treasurer.
3. Their term of office shall be one year.
4. They may present themselves for re-election but may not serve for more than three years without a break of at least three years during which time they may be a member of the Board but shall not hold any office.
3. Expenses
1. Members and the Board may, with the prior approval of the Board, be reimbursed expenses necessarily incurred in connection with AIPP’s business.
2. All such payments of expenses shall be made by cheque against receipts produced by the claimant.
4. Accounts
1. The Treasurer shall be responsible for the preparation of day to day financial records or for the supervision of any member of staff employed for this purpose.
2. Annual accounts shall be prepared for audit by AIPP’s auditors.
9. Disciplinary
1. Members by accepting membership agree to submit themselves to AIPP's disciplinary procedure.
2. The Board may discipline any Member who is adjudged to be in breach of the provisions of this constitution, the Code of Conduct or any rules made under this constitution or whose conduct is adjudged inconsistent with continued membership of AIPP.
3. The disciplinary procedure shall be conducted in accordance with AIPP's disciplinary code as revised from time to time.
4. The sanctions available to the Board shall, in all cases, include:
1. a reprimand
2. suspension of membership
3. expulsion from membership
5. In the case of  proceedings in relation to a breach of the provisions of this constitution, the Code of Conduct or any rules made under this constitution the Board may also instead of or in addition to the other remedies available, fine a Business Member a maximum of one month's net profits or £1,000, whichever is the greater.
6. In addition to any sanction permitted under this constitution a Member may be required to give written assurances that the conduct will not be repeated or to agree in writing the steps to be taken to avoid a repetition of the conduct complained of.
7. No Member shall be permitted to resign from Membership once notified of the commencement of any disciplinary proceedings unless those proceedings have been concluded.
8. Any Member may appeal to the next meeting of Members against any finding of the disciplinary process or any sanction imposed.
10. Dissolution
1. AIPP shall remain in existence until dissolved by a special resolution or by order of the court.
2. In the event of dissolution AIPP’s assets shall, after payment of all of its debts and other obligations, be divided amongst its current Members pro rata to their subscription in the year of dissolution.
11. Legal
1. This constitution shall be subject to and interpreted in accordance with English law.
2. In the event of a dispute arising out of or relating to this constitution, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the London Court of International Arbitration ("LCIA") Mediation Procedure, which Procedure is deemed to be incorporated by reference into this agreement.
   1. If the dispute is not settled by mediation within 30 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this agreement.
   2. The language to be used in the mediation and in the arbitration shall be English.
   3. In any arbitration commenced pursuant to this clause there shall be a sole arbitrator and the seat, or legal place, of the arbitration shall be London, England.

 

To find out more about the work of the AIPP and how it will benefit the international property world, please call us on +44 (0)20 7409 7061 or email memberinfo@aipp.org.uk (industry) or enquiries@aipp.org.uk (consumer).