Statute of the All-Russian non-governmental organization Russian Authors’ Society (RAO)

The STATUTE of the All-Russian Non-Governmental Organization “Russian Authors’ Society” (RAO)

Adopted by the General Meeting on August 12, 1993
Modified by the General Meeting on April 1, 1996
Modified by the General Meeting on December 21, 2001
Modified by the General Meeting on December 13, 2007
New addition approved by the Conference:
on December 13, 2013
on July 17, 2015
on April 15, 2016

1. GENERAL PROVISIONS

1.1. The All-Russian non-governmental organization Russian Authors’ Society, hereinafter referred to as “Organization”, is an organization for the collective rights management established in compliance with Article 1242 of the Civil Code of the Russian Federation, and in case of obtaining state accreditation it is an accredited organization for the collective rights management in one or several spheres of collective management. The Society shall be a membership-based nonprofit organization, shall not have as the main objective of its operation the earning of profit and shall not distribute the earned profit among its members. The Organization has been established by authors and other rightowners (hereinafter – “Rightowners”) in accordance with the civil legislation of the Russian Federation for the achievement of goals and objectives laid down in the present Statute.

1.2. The Organization has been established in the legal form of a public organization.

1.3. The full name of the Organization in the Russian language shall be “All-Russian Non-Governmental Organization “Russian Authors’ Society”.

1.4. The abbreviated name of the Organization in the Russian language shall be “Russian Authors’ Society, RAO”.

1.5. The full name of the Organization in the English language shall be “Russian Authors’ Society”.

1.6. The abbreviated name of the Organization in the English language shall be “RAO”.

1.7. The Organization shall be All-Russian and act in line with the Constitution of the Russian Federation, the Civil Code, the Federal laws “On nonprofit organizations” and “On public associations” and other legislative acts of the Russian Federation and the present Statute on the entire territory of the Russian Federation including by setting up branch offices and representations.

1.8. The lifetime of the Organization shall not be limited.

1.9. From the moment of its State registration, the Organization shall be a legal entity, shall have separate assets in its ownership, shall have the authority to act as a claimant and a respondent in the courts of general jurisdiction, arbitration and in reference tribunals, shall be able on its own behalf to acquire and exercise property and moral rights in accordance with the Society objectives laid down in the present Statute and shall be liable for this activity.

1.10. The Organization shall have its own balance sheet, settlement and other accounts, including hard currency accounts in banks located in the Russian Federation and abroad, a round seal with the Society’s full name in the Russian language, as well as stamps and letterheads bearing its name.

1.11. Members of the Organization shall not be liable for the Society obligations, and the Society shall not be liable for the obligations of its members. The Society shall not be liable for the obligations of the State and its bodies, and the State and its bodies shall not be liable for the Society obligations. The Society shall be liable for its obligations with the assets that can be charged under the legislation of the Russian Federation.

1.12. The Organization shall use as an official symbol the emblem featuring the open book put in a circle, which is the artistic image of the sun, and its rays portray the continuation of the book pages. There is a stylized depiction of a browse effectively secured by the hard book cover in the middle of the open book. The graphic emblem elements jointly represent the creative inspiration, strive for perfection in the fields of education and culture under the auspices of the Organization. The emblem is used by the Organization in two color ranges – black-and-white and golden for the letterforms, other documents and various items with the Organization symbolic.

1.13. Under the current law, the Organization shall perform fiscal (financial) end year audit.

1.14. The location of the Organization and its managing and executive body shall be: Moscow, Russian Federation.

2. THE ORGANIZATION MAIN GOALS, OBJECTIVES AND FUNCTIONS

2.1. The main goal of the Organization is the observance of collective interests and public goods through forming an efficient system of copyright and neighboring rights protection system based on collective basis.
2.2. The key objective of the Organization shall be the collective management of rights in the following areas of collective management:

2.2.1. Management of exclusive rights for published musical works (with and without text) and excerpts from dramatico-musical works in regard of their public performance, broadcasting into the air or via cable, including retransmission;

2.2.2. Exercise of the rights of composers and authors of musical works (with or without text) used in an audiovisual production to receive remuneration for the public performance or broadcasting into the air or via cable of such an audiovisual production;

2.2.3. Management of exclusive rights to published musical works and excerpts from them, including dramatic, dramatico-musical, literary works, works of arts, crafts and stage-set arts, screenplay and choreographic works, pantomimes, photographic works and works made by means close to photography, their public performance, broadcasting into the air and/or via cable (including retransmission), public demonstration, communication to the public in real-time, including and/ or making available to the public through digital networks, including Internet and mobile communication networks;

2.2.4. Management of exclusive rights on any published work in regard of their reproduction in any material form, including in the form of audio or video recordings, three dimensional copies of a two dimensional work and two dimensional copies of a three dimensional work, via recording a work on an electronic carrier, including computer memory, and the distribution of thereby reproduced works;

2.2.5. Exercise of the rights of performers to receive remuneration for the public performance and broadcasting into the air or via cable phonograms published for commercial purposes;

2.2.6. Exercise of the rights of phonogram producers to receive remuneration for the public performance and broadcasting into the air or via cable phonograms published for commercial purposes;

2.2.7. Management of exclusive rights for performances, phonograms and other objects of neighboring rights (hereinafter referred to as “Neighboring rights objects”) in regard of their broadcasting into the air and/or via cable (including retransmission), public performance, reproduction and distribution of phonograms, communication the objects of neighboring rights to the public in real-time and/or making them available in digital networks, including Internet and mobile networks;
2.2.8. Exercise of the rights of authors, performing artists, phonogram and audiovisual works producers to receive remuneration for the private reproduction of phonograms and audiovisual works;

2.2.9. Management of the resale right in regard of visual art and authors’ manuscripts (autographs) of literary and musical works;

2.2.10. In other types of usage of authors’ and/or neighboring rights objects and in other cases under the current legislation, including spheres of collective management of rights based on the institute of state accreditation.

2.3. The Organization scope of activities shall also involve providing the assistance to rightowners in implementation and protection of their intellectual rights on a contractual basis, including transfer of the authorities granted by other Russian and foreign collective management organizations (CMOs), and supporting rightowners on the assignment, registration and storage of their their intellectual property.

2.4. The Organization is endowed to carry out charity work independently or through outsourcing, to provide social support and protection of authors and performing artists, to act within the scope of its powers in the field of education, public awareness, science, culture and art along with facilitating the above activities, as well as to conduct activities on advocating rightowners’ interests, reinforcing copyright protection, inter alia at international level;

2.5. The Organization shall have the right to carry out income-generating activities, including commercial, only insofar as it serves to achieve the goals it is created for, and if it complies with such goals.

2.6. In order to attain the objectives set forth in the present Statute, the Organization shall perform the following functions in accordance with the existing legislation:

2.6.1. Sign agreements with the rightowners of author’s and/or neighboring rights on the delegation of powers for administration and ensure their practical realization. The Organization can sign agreements with rightowners – members and non-members of the Organization. It shall be the duty of the Organization to take over the management of rights if the management of the corresponding category of rights is stipulated by the present Statute;

2.6.2. Sign contracts with other CMOs, including foreign ones;

2.6.3. Sign licensing contracts with users on the assignment of rights placed under its management for the respective types of copyright object use on the conditions of a simple (non-exclusive) license and collect from users the remuneration due to the rightowners for use of above mentioned objects; collect, distribute and implement royalties payout;

2.6.4. Sign contracts with users, sellers and other categories of payers on royalties payout to the rightowners; collect, distribute and make payments of these royalties;

2.6.5. Interact with federal executive bodies to participate in the implementation of state policy of intellectual property protection;

2.6.6. Interact with executive bodies constituent entities of the Russian Federation and local authorities on the issues of development of copyright and neighboring rights protection system;

2.6.7. Transfer part of the amounts collected by the Organization to special funds set up by the Organization with the approval and in the interests of the rightowners it is representing, in the amount and in the manner set forth in the present Statute;

2.6.8. In case when licensing contract is signed directly between the rightowner and the user, the Organization shall collect remuneration for the use of authors’ and/or neighboring rights objects provided that it within the scope of the contract between the rightowner and the user;

2.6.9. Demand and obtain reports from users and/or other payers on the use of authors’ and/or neighboring rights objects, as well as other information and documents required for royalties collection and distribution with the check-lists thereof and the schedule for their submission to be determined by the contracts signed between the Organization and users and/or other royalties payers;

2.6.10. Regularly, but no less than four times a year distribute and payout royalties due to the rightowners, pro rata to the actual use of the corresponding objects determined on the basis of the information and documents received from the users and other data on the use of the said objects, including statistical data, and in conformity with the Organization’s distribution rules;

2.6.11. Withhold from the royalties collected the amount needed to cover the costs of royalties collection, distribution and payment as well as the amounts transferred to the special funds (if set up);

2.6.12. Make data on rights transferred into Organization administration publicly available, including the titles of authors’ and/or neighboring rights objects and names/titles of rightowners;

2.6.13. On its own behalf or on behalf of the rightowners bring an action to the court, and institute other legal proceedings for the protection of the rights managed by the Organization on a collective basis and, in case of state accreditation, bring an action to the court on behalf of an unlimited number of individuals;

2.6.14. Within its powers sign reciprocal representation contracts with counterpart CMOs in the field of authors’ and/or neighboring rights protection as well as other contracts with relevant foreign organizations for legal protection of intellectual property rights;

2.6.15. Participate in the work of international copyright, neighboring rights and collective management organizations;

2.6.16. Submit its proposals on the optimization of copyright legislation to the federal bodies of state power;

2.6.17. Within its powers, organize and participate in various festivals, fairs, international and national conferences and symposia, and other cultural, informational and promotional activities held in the Russian Federation and abroad;

2.6.18. On the basis of powers granted by the rightowners, act as a party in contracts on the assignment of rights for the use of works in the Russian Federation and abroad; receive and payout to the proper party the remuneration due under the said contracts;

2.6.19. On a contractual basis provide assistance to legal entities and natural persons in the acquisition of author’s and/or neighboring rights in the territory of the Russian Federation and from abroad; assist in exclusive right alienation and the assignment Russian authors’, performers’ and phonogram producers’ rights into other countries;

2.6.20. Provide clarifications on authors’ and/or neighboring rights issues falling within the competence of the Organization;

2.6.21. In the application of statutory functions establish funds, business companies and other organizations acting as legal entities;

2.6.22. Establish public associations and their unions, including international ones;

2.6.23. Carry out other activities not prohibited by the legislation of the Russian Federation and aimed at assisting rightowners in the realization and protection of their rights.

2.7. Upon receiving the state accreditation, the Organization shall:

2.7.1. Admit into its membership all the rightowners who have the right to receive the remuneration collected by the Organization, except those cases when the admission of a rightowner as a member is against the law, in particular, if a rightowner’s admission into the Organization is impossible due to the peculiarities of the legal organizational status of the Organization;

2.7.2. Administer the rights of rightowners – non-members, along with management of the rights rightowners – members of the Organization in accordance with the procedure specified in point 3, Article 1242 of the Civil Code of the Russian Federation;

2.7.3. Collect remuneration in favor of rightowners – non-members, along with collection of royalties in favor of rightowners – members of the Organization in accordance with the procedure specified in point 3, Article 1242 of the Civil Code of the Russian Federation;

2.8. The Organization shall not have the right to use the objects of authors’ and/or neighboring rights, which have been exclusively assigned to the Organization for management.

2.9. The Organization in pursuing the activities on collective management of relevant rights shall:

2.9.1. Along with royalties payout submit to rightowners a usage report on corresponding rights, including data on royalties collected and amounts deducted therefrom;

2.9.2. Form registers containing data on rightowners, rights transferred into the Organization administration and the objects of the mentioned rights;

2.9.3. Provide information to all interested parties, in accordance with the procedure prescribed by the Organization, except for the data that by law may not be revealed without rightowners’ consent.

2.10. In case of state accreditation in one or several spheres of collective management, when exercising activities in the above areas, the Organization shall also:

2.10.1. Undertake reasonable and sufficient efforts to identify the rightowners entitled to receive remuneration in accordance with the Organization’s licensing and royalties payout contracts;

2.10.2. Take over the management of authors’ and/or neighboring rights if they fall within the collective management areas stipulated by the present Statute, by means of signing rights administration contracts with the relevant rightowners – members and non-members of the Organization;

2.10.3. Withdraw from licensing contract with a user the rights and/or objects excluded by the rightowner from the Organization administration in accordance with point 4, Article 1244 of the Civil Code of the Russian Federation by posting information on this in a public information system. In addition, the Organization is obliged to payout in favour of a rightowner due royalties received from users under the previously signed contracts;

2.10.4. On a regular basis, but no less than four times a year distribute among the rightowners – members and non-members of the Organization – collected remuneration in proportion to the actual use of the authors’ and/or neighboring rights objects determined on the basis of the information and documents filed by users and other data on use of authors’ and/or neighboring rights objects, including data of statistical nature, in accordance with the Organization distribution rules;

2.10.5. At regular intervals, but no less than four times a year, to implement due royalties payouts to the corresponding rightowners;

2.10.6. Submit annually to the federal executive body a report on its activities in the format established by the said authorized federal executive body and publish it in the national mass media.

2.11. The Organization has other rights and duties set forth by the Russian legislation.

3. MEMBERS OF THE ORGANIZATION

3.1. Members of the Organization gain the right of participation (membership) in the Organization and form its supreme body under the current law and the present Statute.

3.2. Membership in the Organization can be granted to any rightowner – natural person or legal entity – public association who has a right to receive the remuneration collected by the Organization, except those cases when the admission of a rightowner as a member of the Organization is against the law.

3.3. A new member shall be admitted to the Organization membership by a simple majority of votes of the Authors’ Council on the basis of the rightowner’s application, and in the case of legal entity admission – on the basis of the decision on joining the Organization issued by the legal entity’s body duly authorized. With the consent of the rightowner, the application for membership can be incorporated into the text of the agreement between the rightowner and the Organization on the delegation of powers for the collective management of rights.

3.4. An agreement between the rightowner and the Organization on the assignment of powers for authors’ and/or neighboring rights management shall be the condition for membership in the Organization.

3.5. The grounds for the termination of membership in the Organization shall be:

  • – a written application by a natural person or a decision made by the authorized body of a legal entity – public association – member of the Organization;
  • – death of a natural person or liquidation of a public association – member of the Organization;
  • – expulsion from the Organization membership.

3.6. The grounds for the expulsion from membership in the Organization shall be:

  • – a change in Organization member’s legal status incompatible with continued membership in the Organization including the assignment of the exclusive rights for all objects of authors’ and neighboring rights to a third party;
  • – non-observance by Organization member of the present Statute, decisions made by Organization governing bodies, violation of the terms of the agreement with the Organization on the delegation of powers for the management of rights, termination of the said agreement on the Organization member’s initiative as well as the member’s denial from the Organization’s management of his rights. Expulsion from the Organization membership shall be effected on the basis of the decision made by a simple majority of votes of the Authors’ Council s on the grounds set forth in the present Statute.

3.7. Expulsion from the Organization membership shall result in the termination of the Organization’s powers for collective management of authors’ and neighboring rights objects owned by the party expelled from the Organization only if the former notifies the Organization in writing about his decision to renounce fully the Organization’s management of his/her rights.

3.8. The register of the Organization members shall be kept by the Organization executive body in the same manner as the register of the rightowners entitled to remuneration in accordance with the licensing and remuneration contract signed by the Organization.

3.9. A member of the Organization shall have the following rights:

3.9.1. To take part in the management of the Organization’s affairs in the manner prescribed by the Statute and other regulatory acts of the Organization, including via Conference representatives (by proxy). A representative can represent an unlimited number of Organization members. Organization member can become a delegate at the Conference while in conformity with rules on representativeness codified by the Authors’ Council;

3.9.2. To elect and be elected to the governing, control and audit bodies, as well as to the Board of Directors and the Supervisory Council;

3.9.3. To receive information on Organization activities in accordance with the prescribed order;

3.9.4. To receive basing on the established procedures, remuneration due;

3.9.5. To hand over assets to the Organization;

3.9.6. To obtain the Organization consultative assistance on the issues of collective management of rights;

3.9.7. To terminate membership in the Organization on his own free will by submitting a written resignation. Upon a withdrawal from the Organization, a member can not claim any part of the Organization assets or the value of the property assigned by him to the Organization.

3.10. A member of the Organization shall have the following duties:

3.10.1. To observe the provisions of the present Statute, other regulatory acts of the Organization and fulfill the decisions taken by the Organization governing bodies;

3.10.2. To take part in the Organization activities , inter alia corporate decision-making processes, that are indispensable for the Organization under the current law, if his participation is necessary for taking this kind of decisions;

3.10.3. To fulfill contractual obligations towards the Organization in full and on a timely basis;

3.10.4. To submit information required to enable the tasks related to the Organization activities;

3.10.5. To facilitate the accomplishment of the Organization functions and objectives;

3.10.6. To participate in creation of the Organization assets by providing adequate resources with use of procedures and terms prescribed by the current law and the present Statute, in particular, to pay under the effective Statute entrance and contributions fees from royalties collected for the Organization maintenance and statutory activities, as well as contributions to special funds, if established;

3.10.7. Not to undermine the Organization functioning, not to damage the property and reputation of the Organization, acting in violation of current legislation, among other things not to commit actions deliberately aimed at causing harm to the Organization, not to take actions (inaction) making it difficult or impossible to achieve the Organization statutory goals, not to disclose any confidential information about Organization activities.

3.11. Members of the Organization can also have other rights and duties arising from the existing legislation of the Russian Federation, the present Statute, other Organization regulatory documents , as well as contracts signed by the Organization.

4. THE GOVERNING BODIES OF THE ORGANIZATION

4.1. The Organization has the following governing bodies: the Election Conference and the Authors’ Council. The Auditing Committee is the auditing body of the Organization Auditing Committee. The sole executive body of the Organization is the General Director.

4.2. The supreme governing body of the Organization, the Election Conference, is to be convened at least once every six years.
The key function of the Election Conference is to ensure the observance of the Organization targets and interests for the sake of which it was established.
The ordinary Election Conference shall be summoned by the Authors’ Council or the General Director.
The extraordinary Election Conference is convened by the Authors’ Council on its own initiative, on written demand by at least one half of the Organization members, on a written demand of the Auditing Committee or at the General Director’s decision.
The date, time and venue, as well as the representation rates and other issues of Conference preparation and holding shall be determined by the Authors’ Council.
The decision of the Authors’ Council on the Conference convocation shall be brought to the knowledge of the General Director. The Organization member shall be considered duly informed about the Election Conference on the seventh calendar day starting from the date of the Organization e-mail sent to the electronic address submitted by the member in writing. In case of failure of any e-mail address to be provided, the Organization member shall be considered duly informed about the Conference on the seventh calendar day starting from the date of the corresponding message to be placed on the official Organization web-site on the Internet. All relevant information on the Election Conference becomes available for the Organization members by posting on the official web-site on the Internet.

4.3. The Election Conference exclusive competencies shall include the following issues:

4.3.1. Identification of the Organization priority activities , guidelines for assembling and deploying of its assets;

4.3.2. Adoption and modification of the Organization Statute;

4.3.3. Establishment of the procedures of admission to the Organization membership and expulsion therefrom, except for the cases when such procedures are defined by applicable law;

4.3.4. Making decisions on the amount and procedures for membership fee payment and other asset contributions by the Organization members;

4.3.5. Determination of the quantitative composition of the Authors’ Council, , procedure and conditions for election of members of the Organization Authors’ Council and General Director and for the early termination of their office;

4.3.6. Determination of the quantitative composition of the Auditing Committee, procedure and conditions for election of its members and for the early termination of its powers. Auditing Committee

4.3.7. Approval of an auditing company or individual auditor for the Organization;

4.3.8. Taking decisions on the termination or reorganization of the Organization activities, on the appointment of the liquidation committee (liquidator) and assertion of a liquidation balance;

4.3.9. Settlement of any other issues relating to the exclusive terms of reference of the Election Conference under the current legislation.

4.4. The Election Conference shall be competent to take decisions (reach a quorum) if more than half of the Conference elected delegates are in attendance. The Conference delegates are the Organization members entitled to vote by other members in accordance with a representation limits and the procedure established by the Authors’ Council (See P. 4.10.4. of the present Statute).

4.5. Regulations for holding the Conference shall be established by the Election Conference as advised by the Authors’ Council.

4.6. Decisions on the issues of the exclusive terms of reference shall be adopted by a qualified majority of 2/3 of the Conference delegates’ votes. The Election Conference decisions on the other issues shall be adopted by a simple majority of votes of participating Conference delegates.

4.7. The powers of persons elected at the Conference shall start from the moment of their election and continue until their termination in accordance to the established procedures.
If the powers of one or several member-elects of the collegial body terminate in-between the Conferences, this collegial body shall continue its work in a reduced form, its quorum shall be determined basing on the initial number of members. If the number of acting collegial body members is fewer than that of its quorum, and the time period till the next Conference exceeds six months, an extraordinary Conference shall be convened to elect the new cast of this collegial body.

4.8. The permanent collective governing body of the Organization functioning in between the Election Conferences shall be a collegial body – the Authors’ Council headed by the President of the Authors’ Council. The Authors’ Council is elected by the Election Conference for a six-year term and shall have no less than 11 and no more than 25 members. The Authors’ Council represents various rightowner categories (composers, poets, playwrights, choreographs, set designers and others). The Auditing Committee members cannot be the members of the Authors’ Council. The Authors’ Council is accountable to the Conference.

4.9. The Authors’ Council shall meet when there is a need, but no less than once a year. The Authors’ Council is convened by its President or the General Director of the Organization.

4.10. The Authors’ Council shall:

4.10.1. Elect from among its members the President and Vice-Presidents of the Authors’ Council as well as terminate their powers. The Authors’ Council of the Organization shall have the right to elect the Honorary President of the Authors’ Council;

4.10.2. Elect members of the Board of Directors and terminate their authorities, as advised by the General Director;

4.10.3. Make decisions on the call of an ordinary or extraordinary Election Conference;

4.10.4. On the proposal of the General Director, approve the date, time and venue of the Election Conference, its agenda, the order of assembling, the number of delegates and the method of delegate election;

4.10.5. For the preparation and holding of the Election Conference, create a planning Committee for the Conference conduction, confirm its membership and competence;

4.10.6. Submit for the Conference consideration proposals about the Organization liquidation or reorganization, modifications and additions to the Organization Statute, including adoption of its new version and other issues of the Conference terms of reference;

4.10.7. On the the General Director’s proposal approve the forms of membership contracts;

4.10.8. Decide on the admission of new members of the Organization and the expulsion therefrom, under Art. 3.3. and 3.6. of the present Statute;

4.10.9. Upon proposal by the General Director approve the amount of remuneration to be paid by certain categories of users under the Organization licensing contracts and the amount collected by the Organization under the remuneration contracts;

4.10.10. Upon proposal by the General Director approve the amounts deducted to cover the costs of collection, distribution and payment of the remuneration collected by the Organization, which shall not exceed 35% of the said remuneration;

4.10.11. On the proposal of the General Director establish the procedure and schedule for the distribution (redistribution) and payment of author’s remuneration;

4.10.12. On the proposal of the General Director adopt the financial plan (annual budget of the Organization) and amendments thereto, including the financing sources of the Organization activities and the main items of the Organization expenditures;

4.10.13. On the proposal of the General Director approve the annual report and accounting (financial) results of the Organization’s performance for the elapsed year;

4.10.14. On the proposal of the General Director take decisions on the creation of special funds and transfer thereto the deductions from the collected remuneration, as well as adopt regulations about special funds;

4.10.15. In case of a decision to create special funds on the proposal of the General Director, establish the procedure for deductions and determine the amounts to be allocated to such funds, wherein such amounts cannot exceed the limits stipulated in Art. 8.7. of the present Statute;

4.10.16. In case of a decision to create special funds on the proposal of the General Director, determine the procedures and the main directions of the special funds use;

4.10.17. On the proposal of the General Director, take decisions on the creation of other legal entities by the Organization and the Organization’s participation in other legal entities, on the creation of the Organization’s branch offices and representations;

4.10.18. Make a decision to set up a Supervisory Board other than the Organization body, determine its membership and approve regulations about it basing on the current law;

4.10.19. On the proposal of the General Director, create other boards, committees and commissions on the main directions of the Organization work;

4.10.20. Take decisions to introduce the title of “RAO Honored Member” and to award this title;

4.10.21. Exercise other powers and address other tasks beyond the exclusive terms of reference of the Election Conference.

4.11. The powers persons elected by the Authors’ Council shall start from the moment of this election and continue until their termination according to the established procedures.

4.12. In case of early termination of powers of the person elected by the Authors’ Council, including the President or Vice-President of the Authors’ Council, the latter conducts new elections of the said person.

4.13. The Authors’ Council as the permanent governing body of the Organization shall have the rights arising from the existing legislation and the present Statute.

4.14. The meetings of the Authors’ Council are held in the Organization premises . The date, time and agenda of the meeting of the Authors’ Council shall be determined by the person convening this meeting.

4.15. The meeting of the Authors’ Council shall be legally qualified (has a quorum) if it is attended by more than ½ of the Council members. Decisions are adopted by a simple majority of votes of those present at the meeting, except for the cases stipulated by the Statute. Decisions on the issues specified in Art. 4.10.3. – 4.10.6. of the present Statute shall be adopted if they are supported by a qualified majority of 2/3 of votes of the Authors’ Council members who attended the meeting. The rules for convening and holding the meetings shall be established by the Authors’ Council.

4.16. The decisions of the Authors’ Council shall be adopted in the form of orders. The order of the Authors’ Council enters into force immediately, unless otherwise specified in the order itself.

4.17. On the decision of the Organization General Director, members of the Authors’ Council can be reimbursed for the expenses related to the discharge of their duties in the Authors’ Council.

4.18. The President of the Authors’ Council shall:

4.18.1. Give general advice and leadership to the Authors’ Council;

4.18.2. Report to the Authors’ Council on the situation in the Organization;

4.18.3. Chair the meetings of the Authors’ Council;

4.18.4. Sign an employment contract with the General Director on behalf of the Organization;

4.18.5. Under the current legislation represent the Organization in the interaction with third persons within his/her competence;

4.18.6. Enjoy other rights arising from the existing legislation and the current Statute.

4.19. Vice-Presidents of the Authors’ Council shall act on the instructions of the President of the Authors’ Council and fulfill some of his/her functions and act for the President at his/her absence.

4.20. The Executive Secretary of the Authors’ Council shall take the Council meeting minutes and sign the minutes together with the President of the Authors’ Council or his/her substitute, prepare topics for discussion at the meetings of the Authors’ Council, coordinate the interaction between the Authors’ Council, the Auditing Committee and the Supervisory Board, and monitor the implementation of the decisions made by the Council.

4.21. The sole executive body of the Organization shall be the General Director elected by the Conference for a six-year term.

4.22. The General Director shall:

4.22.1. Act on behalf of the Organization without power of attorney, exercise current management of the Organization, its branch offices and representations;

4.22.2. Be accountable to the Election Conference, organize and supervise the implementation of the Authors’ Council and Conference decisions;

4.22.3. Be in charge of the Organization’s property and assets within the limits of the financial plan adopted by the Authors’ Council, take decisions on issues connected with its functioning, funding and logistics, and to this end sign agreements and conduct transactions with no limit to their value, issue orders, directions and instructions and other normative, regulating, financial and economic documents for the Organization personnel;

4.22.4. Approve the Organization’s staffing table , establish official salaries, the amount of raises, bonuses and other incentive payments for all categories of the Organization staff within the limits of the funds to cover staff costs fixed in the financial plan (budget);

4.22.5. Hire and dismiss personnel of the Organization, inter alia sign labor contracts with the Organization’s personnel and affirm their job descriptions, give incentives to the staff for good work and impose disciplinary measures, appoint and dismiss managers of the representations and branch offices, at his/her own discretion delegate authorities to them to hire and dismiss personnel of the representations and branch offices; at his/her own discretion delegate the powers under this paragraph of the Statute to other persons;

4.22.6. Have primary authority to sign financial, economic, banking and other documents of the Organization, sign on behalf of the Organization agreements and contracts, including those with foreign CMOs, issue and sign powers of attorney and perform other legal deeds, inter alia open and close settlement and other accounts in the banks and other organizations in the Russian Federation and abroad;

4.22.7. Represent the Organization in the Russian and foreign state and non-government organizations, courts and other bodies, and the governing bodies of the International Confederation of Societies of Authors and Composers (CISAC) and other international, foreign and Russian entities;

4.22.8. Contract, in cases of need, specialists, including expatriates, for consultancies, conducting court cases and fulfilling other assignments;

4.22.9. Submit draft orders to the Authors’ Council for approval ;

4.22.10. Be a member of the Authors’ Council due to the position, be the Executive Secretary of the Authors’ Council;

4.22.11. Submit to the Authors’ Council proposals on the elections of the Board of Directors members and the termination of their powers;

4.22.12. Take a decision on the convene of an ordinary or extraordinary Conference, the Authors’ Council and the Board of Directors;

4.22.13. Submit to the Authors’ Council suggestions on the date, time and venue of the Election Conference, its agenda, the order of assembling, the number of delegates and the method of delegates elections, form part of the planning Committee for the Conference conduction due to his/her position;

4.22.14. Submit to the Authors’ Council for approval a draft of financial plan (annual budget) of the Organization, a draft of annual report and accounting (financial) report as well as amendments thereto;
4.22.15. Submit to the Authors’ Council for approval proposals on the procedure and schedule of the distribution (redistribution) and payment of royalties collected;
4.22.16. Submit to the Authors’ Council for approval the amounts deducted for covering costs of collection, distribution and payment of the remuneration collected by the Organization;
4.22.17. Affirm the procedure of informing the Organization members on the activities thereof, providing reports to the rightowners, notifying other interested parties under the current law;
4.22.18. In case of the Author’s Council decision to create special funds, submit to the Authors’ Council for approval the amounts to be allocated to such funds, the procedures for deductions, a draft provision on a special fund as well as the main directions of use of those funds;
4.22.19. In case of the Author’s Council decision to create special funds, submit to the Authors’ Council proposals for activities and/or beneficiaries of special funds as well as the scope of their financing;
4.22.20. Submit to the Authors’ Council for approval proposals on boards, committees and commissions creation among main areas directions the Organization responsibility;
4.22.21. Submit to the Authors’ Council for approval drafts of contracts to be signed with various categories of rightowners;
4.22.22. Submit to the Authors’ Council for approval the amount of author’s remuneration to be paid by certain categories of users under the Organization licensing contracts and the amount collected by the Organization under the remuneration contracts;
4.22.23. Approve the forms of contracts signed by the Organization with the users and other payers;
4.22.24. Regularly inform the Organization members on the current Organization activities;
4.22.25. Exercise other powers, except for those that fall within the exclusive authority of the Election Conference and the Author’s Council of the Organization.
4.23. The General Director shall appoint for the term of his/her authority the First Deputy of the General Director acting on behalf of the Organization without power of attorney within the powers granted by the General Director.
4.24. The General Director shall have the right to appoint other Deputies of the General Director and the Executive Director acting on the basis of a power of attorney within the powers granted by General Director.

5. THE AUDITING COMMITTEE

5.1. For the purposes of checking up on the observance of the present Statute, auditing of financial and economic activities and reporting of the Organization, the Election Conference shall elect the Auditing Committee of no less than 3 and no more than 5 members for a six-year term. The Auditing Committee shall be formed neither from the members of the Organization executive bodies nor other staff members.

5.2. The Auditing Committee shall elect from its members the President and the Secretary of the Auditing Committee and terminate their powers ahead of time.

5.3. The meeting of the Auditing Committee shall have a quorum if it is attended by more than ½ of its members. The decisions shall be adopted by a simple majority vote of the Auditing Committee members attending the meeting.

5.4. The Auditing Committee shall meet when there is a need, but no less than once a year in the Organization premises. The Auditing Committee is convened by the Chair of the Committee and no less than two Committee members. The date, time and agenda of the Auditing Committee meeting shall be determined by the persons convening such a meeting.

5.5. A scheduled audit of the Organization’s financial and economic activities shall be held no less than once a year. At the end of the audit of the Organization financial and economic activities the Auditing Committee shall work out a conclusion.

5.6. If special funds are created, the Auditing Committee exercises control over the fund expenditures in compliance with the aims of their creation.

6. THE BOARD OF DIRECTORS

6.1. The Board of Directors other than the body of the Organization shall exercise expert, analytical, deliberative and advisory functions.

6.2. The Board of Directors shall be elected by the Authors’ Council on the proposal of the General Director for a six-year term consisting of no less than 9 and no more than 21 members by the following ratio:

  • – 1/3 of members – from among the rightowners – citizens (authors and/or other rightowners) who assigned their rights to the Organization for collective management;
  • – 1/3 of members – from among rightowners’ representatives – legal entities (music publishers and others) who assigned their rights to the Organization for collective management;
  • – 1/3 of members – from among the Organization staff.

The General Director forms part of the Board of Directors due to his/her position.

6.3. The Board of Directors shall elect from its members the Chair of the Board and his/her Deputies as well as the Secretary of the Board of Directors for the term of its powers. The General Director of the Organization cannot hold the position of the Chair of the Board of Directors.

6.4. The Board meeting is convened by the Chair of the Board of Directors or the General Director when there is a need, but no less than once a year. The Board meeting is held in the Organization premises. The date, time and agenda of the Board of Directors shall be determined by the person convening the meeting.
The Board of Directors shall be considered qualified (have a quorum) if it is attended by more than ½ of its members. The decisions shall be adopted by a simple majority vote of the Board members attending the meeting.

6.5. The Board of Directors shall have the right to:

6.5.1. Give expert opinion and advice on the following issues:

  • – methods of implementing the priority areas of the Organization activities;
  • – terms of contracts signed by the Organization with the rightowners, users and other payers;
  • – the amount of remuneration to be paid by certain categories of users under the Organization licensing agreements and the amount collected by the Organization under the remuneration contracts;
  • – procedures and terms of distribution (redistribution) and payment of collected remuneration;
  • – amounts deducted for covering the costs of collection, distribution and payment of the remuneration collected by the Organization;
  • – the feasibility of establishing of the Organization special funds and the deductions of the collected remuneration to be allocated in such funds;
  • – the improvement of the Organization management structure;
  • – the feasibility of opening branch offices and representations of the Organization;
  • – the issues of the Organization financial and economic activities;
  • – the feasibility of establishing by the Organization other legal entities and its participation in such legal entities;
  • – the feasibility of establishing councils, committees and commissions on the main directions of the Organization activities;
  • – the focus area of the Organization public and government relations;
  • – the feasibility of initiatives on the current legislation i modifications.

6.5.2. Inquire the General Director on the current activities of the Organization;

6.5.3. Submit proposals on the expenditures of the special funds for the consideration of the Authors’ Council;

6.5.4. Make working groups on various directions of the Organization activities;

6.5.5. Engage experts who are not Organization staff members in the preparation of reports and recommendations.

6.6. The General Director has the right to prompt for the expert assessment and advice from the Board of Directors on the issues that can be addressed at the meeting of the Authors’ Council.

6.7. The Chair of the Board of Directors shall:

6.7.1. Give general advice and leadership to the Board of Directors;

6.7.2. Report to the Board of Directors on the situation in the Organization;

6.7.3. Chair at the Board meetings;

6.7.4. Represent the Board before the bodies of the Organization;

6.7.5. Enjoy other rights arising from the existing legislation and the current Statute.

6.8. Deputies of the Board of Directors Chair shall fulfill separate functions of the Board Chair on his/her order and substitute for the Chair in his/her absence. The Board Secretary shall take minutes of the Board meetings, prepare topics for discussion at the meetings of the Board of Directors and coordinate the interaction between the Board of Directors and other Organization bodies.

6.9. On the decision of the General Director, the Board members who are not staff-members of the Organization can be reimbursed for the expenses connected with their work in the Board of Directors.

7. THE STRUCTURE OF THE ORGANIZATION

7.1. The Organization structure comprises the branch offices and representations of the Organization set up in more than a half of the Russian Federation constituent territories.

7.2. Under the current law, the Organization can create branch offices and open representations on the territory of the Russian Federation and abroad.

7.3. The Organization branch office is a separate subdivision of the Organization located outside its premises and performing its functions in whole or in part, including the functions of representation. The head of the branch office shall act by virtue of the power of attorney given by the General Director.

7.4. The Organization representation is a separate subdivision of the Organization located outside its premises, representing and protecting the interests of the Organization. The head of the representation shall act by virtue of the power of attorney given by the General Director.

7.5. The branch office and representation of the Organization shall not be legal entities, shall be entitled to own the Organization property and act on the basis of ordinances approved by the Authors’ Council.
The branch office or representation property shall be recorded on a separate balance of such a branch office or representation and on the Organization balance.

7.6. The branch office and representation shall act on behalf of the Organization. It is the Organization that bears responsibility for the activities of branch offices and representations.

7.7. The Organization shall have the following branch offices:
1) Northwestern branch office,
2) Siberian branch office,
3) Lower Volga branch office,
4) Volga area branch office,
5) Southern branch office,
6) Krasnodar branch office,
7) Far Eastern branch office,
8) Volgo-Vyatsky branch office,
9) Bashkortostan branch office,
10) Tatarstan branch office,
11) Central Black Earth Region branch office,
12) Middle Urals branch office,
13) Crimea branch office.

7.8. The Organization shall have the following representations in:
1) The Republic of Kalmykia,
2) The Republic of Komi,
3) The Republic of Mariy El,
4) The Republic of Mordovia,
5) The Udmurtian Republic,
6) The Transbaikal Territory,
7) The Perm Territory,
8) The Primorsky Territory,
9) Arkhangelsk,
10) Astrakhan,
11) Belgorod,
12) Bryansk,
13) Vladimir,
14) Vologda,
15) Irkutsk,
16) Kaliningrad,
17) Kaluga,
18) Kirov,
19) Kostroma,
20) Kursk,
21) Lipetsk,
22) Murmansk,
23) Novgorod,
24) Omsk,
25) Orenburg,
26) Oryol,
27) Ryazan,
28) Saratov,
29) Sakhalin,
30) Sochi,
31) Tver,
32) Tyumen,
33) Ulyanovsk,
34) Chelyabinsk,
35) Yaroslavl.

8. THE ORGANIZATION FUNDS AND ASSETS

8.1. The Organization can own buildings, facilities, housing stock, institutions, publishing houses, mass media entities, assets for cultural, educational and health-care purposes, equipment, fixtures, cash resources in roubles and foreign currency, securities and other assets created and acquired with the Organization funds in accordance with its statutory objectives. The Organization may own or use land. The Organization shall have the right to take possession of and alienate, rent and lease out in the Russian Federation and abroad any movable and immovable property in accordance with the existing legislation.

8.2. The Organization assets shall be created from the following sources:

8.2.1. Deductions for maintenance of the Organization and implementation of its statutory activities (to cover the Organization costs of royalties collection, distribution and payment , performance of other statutory functions) withheld from the remuneration collected in favour of rightowners;

8.2.2. Trust funds withheld from the remuneration collected in favour of rightowners and forwarded to special funds, if created by the Organization;

8.2.3. Admission fees and other assets transferred to the Organization by its members;

8.2.4. Income received by the Organization from the entrepreneurial and other income generating activities carried out in accordance with the existing legislation of the Russian Federation and the present Statute, including revenues derived from sales of goods and services;

8.2.5. Dividends (revenues and interest) on shares, bonds and other securities and deposits owned by the Organization as well as income received from other property of the Organization;

8.2.6. Receipts from activities and events carried out under the present Statute;

8.2.7. Voluntary contributions in assets and donations;

8.2.8. Other receipts not prohibited by the Russian Federation law.

8.3. Assets received by the Organization in accordance with the provisions of the present Statute shall be the property of the Organization.

8.4. The assets collected by the Organization from users and/or payers by way of its collective management of rights that are distributable to the rightowners, including non-members of the Organization, shall not form the Organization property.

8.5. The admission fee shall be paid by the Organization member as a lump sum in the amount of 100 roubles when joining the Organization by a non-cash transfer to the Organization settlement account or by crediting it to the Organization cash desk.

8.6. By the decision of the Authors’ Council, the Organization can create special funds intended for social, charitable, cultural, educational and other socially beneficial purposes on behalf of the rightowners represented by the Organization.

8.7. Deductions to special funds created by the Organization shall not exceed 3 % of royalties due collected in favour of to rightowners within the Organization collective management activities on the territory of the Russian Federation.

8.8. The sources of funding for the activities listed in Article 2.4. of the present Statute can be assets from special funds and the Organization budget, if provided in the financial plan (annual budget) of the Organization, other target funds received by the Organization for the above activities.

8.9. The Organization shall keep the books and submit financial statements and statistical reports in the manner prescribed by the law of the Russian Federation.

8.10. The Organization shall disclose information about its work to the state statistic and tax authorities, the authorized federal executive body and other parties in conformity with the legislation of the Russian Federation and the present Statute.

9. REORGANIZATION AND TERMINATION OF ACTIVITY

9.1. The Organization can be liquidated on the grounds and in the manner prescribed by the Civil Code of the Russian Federation and Federal laws “On Non-profit Organizations” and “On Public Associations”.

9.2. The decision on the Organization liquidation can be taken by the Election Conference in the manner prescribed by the Statute of the Organization.

9.3. The Organization can be liquidated by a court decision in the manner prescribed by legislation of the Russian Federation.

9.4. The Election Conference of the Organization decided on the liquidation shall appoint a liquidation commission (liquidator) and determine the procedure and schedule of the Organization’s liquidation in accordance with the Civil Code and Federal law “On non-profit organizations”. In parallel, the Conference shall decide on the distribution and payment of royalties collected by the Organization by the time of the decision on liquidation. The liquidation commission shall be charged with carrying into effect the decisions on remuneration distribution and payment taken by the Election Conference.

9.5. The assets left following the liquidation of the Organization, after the satisfaction of creditors’ claims, shall be used for the goals set forth in the present Statute, and in the event of disputable matters – for the purposes determined by the court decision.

9.6. After the Organization liquidation all sums of the remuneration previously collected by the Organization are distributed among authors and other rightowners entitled to receive royalties for the corresponding use of the copyright objects under paragraph 3, point 4, Article 1243 of the Russian Federation Civil Code.

9.7. After the corresponding entry in the Uniform State Register of Legal Entities has been made, the Organization liquidation, reorganization shall be deemed completed and the Organization – liquidated.

9.8. Upon the liquidation all documents of the Organization shall be transferred to the state deposit in the manner prescribed by the Russian Federation law. The document transfer and ordering are carried out by efforts and at the expense of the Organization under the requirements of archival organs.

9.9. The Organization can also be reorganized on the basis of the Election Conference relevant decision in the manner determined by the Civil Code, Federal law “On Non-profit Organizations” and other Federal laws. Under the procedure of reorganization, all documents of the Organization (procedural, regulatory, financial, economic, staff-related and others) shall be transferred to the legal successor.

10. INTRODUCTION OF AMENDMENTS TO THE STATUTE

10.1. The question on the introduction of amendments and additions to the Organization Statute is submitted for the consideration of the Election Conference on the initiative of the Authors’ Council, the General Director or on the initiative of no less than 1/3 of the Organization members.

10.2. Decision on the introduction of amendments and additions to the Statute, including its re-enactment, are adopted by a qualified majority of 2/3 votes of participating Election Conference delegates.