Although the full form of IPRS is Indian Performing Rights Society, it is actually a company incorporated under the Companies Act, 1956 and is limited by guarantee and not shares. Basically each member has to guarantee a liability of Rs. 100 if in case things get bad. As with any other company IPRS is governed by Article of Association (AoA) and Memorandum of Association (MoA). The Memorandum lays out the basic aims of the company, while the Articles lay out the membership criteria and other rules to govern the running of the company.(i) Membership under the original AoA: IPRS was initially incorporated on 18th August, 1969 in what was then known as Bombay. As per the original Article of Association drafted in 1969 (Full text available over here) IPRS had three categories of members:
(a) Full members: Any composer or author whose musical works have been published in atleast 12 cinematograph films and or such other works associated with music. Any owner who engaged the services of a composer or author for atleast 3 cinematograph works. A ‘full member’ was allowed one vote in every Annual General Meeting (AGM).
(b) Associate members: Any person who has been a music publisher for atleast 12 months and has published atleast 24 music works. An ‘associate member’ did not have any voting rights at the AGM.
(c) Honorary members: A person engaged with promotional activities of IPRS or acquired interest in the works of other members. As with all membership applications this too was decided by the Governing Council of IPRS. ‘Honorary members’ had a voting right.
(ii) Amendment to the membership criteria via subsequent AGM Resolutions:
(a) 27th of September, 1991: On this day the AGM passed a ‘special resolution’ which, amongst other things, altered the membership criteria for IPRS. (The full text of the resolution is available over here) This resolution deleted the entire membership criteria in the earlier AGM and replaced it entirely new criteria which made it much easier for composer and lyricists to get membership of IPRS, reducing the minimum criteria for membership to three works in a cinematograph work. In addition the amendments recognized even tele-serials for the first time. The amendments however severely prejudiced the owners, basically music companies, as they were allowed to be only ‘Associate Members’ and therefore had no voting rights at the AGMs. This amendment also ensured that ‘Associate Members’ could not become directors.
(b) 2nd September, 1996: On this day the AGM passed a ‘special resolution’ which, amongst other things, altered the membership criteria for IPRS. (The full text of the resolution is available over here) This was the first amendment post the 1994 amendments to the Copyright Act which for the first time recognized Copyright Societies. This resolution amended the membership criteria again. ‘Owners’ were once again allowed ‘full membership’. The overall eligibility criteria for owners, composers and lyricists was made much more difficult, with minimum criteria raised to 50, 30 and 24 works published respectively. In any case owners, who were music companies who finally had voting rights.
(c) 21st September, 2000: On this day the AGM passed a ‘special resolution’ which, amongst other things, altered, once again, the membership criteria for IPRS. (The full text of the resolution is available over here) This amendment created four classes of membership: Full Members, Associate Members, Provisional Members and Honorary Members. Only ‘full members’ had voting rights. The overall eligibility criteria for owners, composers and lyricists was made much more difficult, with minimum criteria raised to 600, 60 and 60 published works respectively. Actually the membership criteria is much more nuanced than stated here.
(iii) The complete change in membership criteria with the new Articles of Association: On 5th of January, 2008, the AGM of IPRS replaced, via ‘special resolution’ (The full text of the resolution is available over here) its entire Articles of Association (AoA) and Memorandum of Association (MoA). (The full text of both documents are available over here and here)
(a) Owner Member: Any writer, composer, audio-video publisher who owns the Copyright in the said works. Only ‘Owner Members’ could be elected to the Board of Directors.
(b) Member: Any person who has created audio/visual works, musical or literary works that have been published but is not an owner of Copyright. A member could not be elected to the Board of Directors but could vote. However his vote would have no value since the value of the vote was related to the number of works owned by the member and since members by definition did not have ownership, their vote did not count for anything.
In effect IPRS was left in the hands of ‘Owner Members’, who were mainly music companies.
(iv) The gradual change of the governing structures for IPRS:
(a) The 1969 AoA: Under the old AoA, all full members and honorary members could exercise equal voting rights irrespective of works owned by them. These members would choose through voting, two-third of the directors on the Governing Council, which was the executive body controlling IPRS. The remaining one-third were to be nominated by Natsin(India) Pvt. Ltd, a company which was an agent of the Performing Rights Society, a company incorporated in U.K. This was amended via the Special Resolution of the AGM on the 21st of September, 1991. As per this amendment the Governing Council was to consist of 26 directors. The authors and composers were to have equal representation on the Governing Council and only two of the directors could be owners. It must be remembered that in 1991 the Copyright Act did not include ‘producers’ within the definition of ‘author’ and hence IPRS was effectively controlled by authors and composers. The Special Resolution of the AGM in September 2000 altered the composition of the Governing Council once again. Now authors, composers, publishers and audio-video publishers, who qualified as full members, would all have equal representation on the Governing Council. However even ‘full members’ had to fulfil some minimum criteria to qualify to be elected as directors on the Governing Council. An author or composer would require to have published atleast 60 musical works in cinematograph works in order to be eligible to become a director. Similar eligibility criteria was laid down for publishers.
(b) The new AoA in 2008 – the one that changed the rules of the games: As already discussed above, the brand new AoA of 2008 changed the membership rules considerably. These rules allowed for a weighted system of voting whereby the value of a single vote was linked to the number of works owned by the members. Therefore music companies which owned the largest number of works exercised the greatest voting rights and it is totally unlikely that individual composers and authors would ever be able to match them. Now, apart from the voting rights, the new AoA also allowed only owner members to become Directors on the Board which meant that only those authors and composers who owned their copyrights could become Directors on the Board. Besides this the new AoA also prescribed the following composition of the Board of Directors: (i) 6 publishers (basically music companies) (ii) 2 composers and (iii) 2 lyricists apart from a maximum of 12 nominated directors (this was increased to 15, via a special resolution on the 2nd of August, 2010.
Conclusion: With the new Articles of Association in 2008 the gradual bid by music companies to take over IPRS succeeded in its entirety. IPRS now is entirely in the hands of the music companies with lyricists and composer having zero rights.
