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

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

  • General provisions
  • The main goals, objectives and functions of the Society
  • Rights and pesponsibilities of the Society
  • Members of the Society
  • The governing bodies of the Society
  • The Auditing Committee
  • The board of Directors
  • Branch offices and representations
  • The Society funds and assets
  • Termination of activity

1. GENERAL PROVISIONS

1.1 The All-Russian non-governmental organization Russian Authors’ Society, hereinafter referred to as the ‘Society’, is an organization for the collective management of rights established in accordance with the norms of the RF Civil Code, and in case of state accreditation – an accredited organization for the collective management of rights in one or several areas determined by the Civil Code.
The Society shall be a membership-based not-for-profit 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 Society has been established by the rightowners in accordance with the civil legislation of the Russian Federation for the attainment of the goals and objectives laid down in the present Statute.

1.2 The Society has been established in the form of the All-Russian non-governmental organization.

1.3 The full name of the Society in the Russian language shall be the All-Russian non-governmental organization Russian Authors’ Society.

1.4 The abbreviated name of the Society in the Russian language shall be RAO.

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

1.6 The abbreviated name of the Society in the English language shall be RAO.

1.7 The Society shall act in accordance with the Constitution of the Russian Federation, the RF Civil Code, Federal Law On Non-Governmental Associations and other legislative acts of the Russian Federation and the present Statute.

1.8 The lifetime of the Society shall not be limited.

1.9 From the moment of its State registration, the Society 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 and arbitration and in reference tribunals, shall be able on its own behalf to acquire and exercise economic and moral rights in accordance with the Society’s objectives laid down in the present Statute and be liable.

1.10 The Society 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 Society shall not be liable for the Society’s 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’s obligations. The Society shall be liable for its obligations with the assets that can be charged under the Russian Federation legislation.

1.12 Place of State registration: Moscow, Russian Federation.

1.13 The Society’s location: Building 1, 6a Bolshaya Bronnaya Str., GSP-5, Moscow, 123995, Russian Federation. This address shall be the address of the Society executive body.

2 THE MAIN GOALS, OBJECTIVES AND FUNCTIONS OF THE SOCIETY

2.1 The main goal of the Society is the attainment of collective interests and public goods through an efficient system of legal protection of authors’ rights based on collective management activities.

2.2 The main objective of the Society shall be the collective management of rights in the following areas of collective management:

2.2.1Management of exclusive rights on published musical works (with and without words) and excerpts from dramatico-musical works in regard of their public performance, broadcast into the air or via cable, including by way of retransmission;

2.2.2 In the exercise of the rights of composers-authors of musical works (with or without text) used in an audiovisual production to receive remuneration for public performance or broadcast into the air or via cable of such audiovisual production;

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

2.2.4 In the 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;

2.2.5 Management of exclusive rights on any published works and excerpts from them in regard of public performance, broadcast into the air and/or via cable (including retransmission), making the works available to public, including musical works (with or without text), dramatical, dramatico-musical, literary and other works;

2.2.6 Management of exclusive rights to published works regarding their reproduction in any material form, including in the form of audio or video recording, three dimensional copies of two dimensional work and two dimensional copies of three dimensional work, work recording on an electronic carrier including computer memory, and the distribution of thereby reproduced works, their public performance, broadcast into the air and/or via cable (including by way of retransmission), making available to the public and public demonstration, including use in the digital works (Internet, mobile communication networks, etc,);

2.2.7 In other types of use of works and situations in accordance with the existing legislation.

2.3 The Society’s objective also shall be to provide assistance to authors and other rightowners in realization and protection of their intellectual rights on a contractual basis, including on the basis of the authority delegated by other Russian and foreign collective management organizations, and to help rightowners to assign the rights on the use of intellectual rights objects and get them registered and deposited.

2.4 The Society shall also have the right to carry out other activities in accordance with the existing legislation.

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

2.5.1 Signs agreements with rightowners on the delegation of powers for the management of rights and ensures their practical realization. The Society can sign agreements with rightowners who are members of the Society and rightowners who are not members of the Society. It shall be the duty of the Society to take over the management of rights in the event the present Statute provides for the management of the corresponding category of rights;

2.5.2 Signs agreements with other collective management organizations, including foreign organizations, as well as other contracts;

2.5.3 Within its powers, signs licensing agreements on the assignment of rights to respective types of use of copyright objects on conditions of a simple (non-exclusive) license and collects from users the remuneration stipulated in the agreements; in the cases established by law, signs agreements on the payment of remuneration and collects the remuneration provided for in the said agreements;

2.5.4 In those cases when the agreements specified in para 2.5.3 are signed directly by the rightowner, the Society shall collect remuneration if this is stipulated in the agreement between the rightowner and the user;

2.5.5 Demands and obtains reports on the use of copyright objects, and other information and documents required for collection and distribution of remuneration with the specification of and the schedule for their submission to be determined in the licensing and payment of remuneration agreements signed by the Society;

2.5.6 Distributes remuneration for the use of copyright objects among the rightowners and effects the payment of the said remuneration to the latter, less the amount needed to cover the costs of collection, distribution and payment of the above and the amounts deposited to the special funds set up by the Society with the approval and in the interests of the rightowners it is representing; distribution and payment of remuneration shall be effected regularly, but not less than two times per year, pro rata to the actual use of the corresponding objects determined on the basis of information and documents received from the users and other data on the use of the said objects, including information of statistical nature, and in conformity with the Society’s distribution rules;

2.5.7 Submits to the rightowners, according to the established Society procedure, information on the use of rights, including collected remuneration and deduction amounts;

2.5.8 Draws up registers containing information about the rightowners, the rights assigned to the Society and the objects of those rights. Information contained in the registers shall be made available to all interested parties in accordance with the procedure established by the Society, with the exception of the data that by Law cannot be disclosed without the rightowner’s consent;

2.5.9 Publishes in the general use information system information on the rights transferred to the Society for its management, including the name of the author’s rights object and the name of the author or other rightowner;

2.5.10 On its own behalf or on behalf of the rightowners brings an action to the court, and institutes other legal proceedings for the protection of the rights managed by the Society on a collective basis and, in case of state accreditation, brings an action to the court on behalf of an unlimited number of individuals;

2.5.11 In accordance with the prescribed procedure, takes part in the work of international copyright and collective rights management organizations;

2.5.12 In accordance with the prescribed procedure, submits its proposals on the optimization of copyright legislation inter alia to the bodies of state power;

2.5.13 Within the limits of its powers, organizes and participates in festivals, fairs, international and national conferences and symposia, and other cultural and informational activities held in the Russian Federation and abroad;

2.5.14 On the basis of powers granted by the rightowners, acts as a party in agreements on the assignment of rights to the use of works in the Russian Federation and abroad; receives and pays out to the proper party the remuneration due under the said agreements;

2.5.15 On a contractual basis provides assistance to legal entities and physical persons in the acquisition of author’s rights in the territory of the Russian Federation and abroad; assists in the assignment of Russian rights to other countries;

2.5.16 Provides a clarification of copyright issues falling within the competence of the Society;

2.5.17 In accordance with the powers received from the rightowners, performs other functions based on the existing civil legislation and arising from Russian Federation participation in international multilateral and bilateral agreements on mutual protection of the copyright;

2.5.18 Interacts with federal bodies of executive power in order to take part in the implementation of state policy of intellectual property protection;

2.5.19 Interacts with executive power bodies of the subjects of the Russian Federation and with bodies of local self-government on issues of development of the copyright legal protection system;

2.5.20 Carries out other activities not prohibited by the legislation of the Russian Federation;

2.5.21 In case of state accreditation, the Society shall acquire the rights and take upon itself the duties established by law for accredited organizations.

2.6 Upon receiving the state accreditation in accordance with the existing legislation of the Russian Federation, the Society shall:

  • anage the rights of the rightowners who have agreements with the Society, as well as the rights of those rightowners with whom the Society does not have such agreements, and shall admit into its membership all the rightowners who have the right to receive the remuneration collected by the Society, except those cases when the admission of a rightowner into the Society membership is against the law;
  • Collect remuneration for the rightowners with whom it has agreements and the rightowners that do not have agreements with the Society;
  • Sign agreements on the payment of remuneration with fine art galleries, showrooms, shops and other similar organizations (payers) and collect, distribute and pay out the remuneration;

  • Sign with manufacturers and importers of equipment and material carriers used for reproduction of phonograms and audiovisual works exclusively for private use (payers) agreements on payment of compensatory remuneration, collect and distribute the remuneration among the rightowners categories and pay out the remuneration to the corresponding collective management organizations and directly to the rightowners;

2.7 If the Society receives state accreditation, a rightowner who did not sign with the Society an agreement on the delegation of powers for management of the rights can waive entirely, or in part, the Society’s management of his rights by notifying the latter in writing about his decision, specifying the rights or objects to be excluded from management on a collective basis. The Society shall exclude the specified rights and/or objects from user agreements after three months from the date of the receipt of the rightowner’s notification by posting information to that effect in the public information system. In addition, the Society must pay out to the rightowner the remuneration received on his behalf from the users under the previously signed agreements.

2.8 If the Society receives state accreditation, in carrying out collective management of rights in the areas where it received state accreditation, the Society shall: undertake reasonable and sufficient efforts to identify the rightowners entitled to receive remuneration in accordance with the Society’s licensing and remuneration agreements; take over the management of the author’s rights if they fall within the collective management areas stipulated by the Statute, by signing rights management agreements with the corresponding rightowners members and non-members of the Society; at regular intervals, but not less than two times in a year, distribute among the rightowners members and non-members of the Society the collected remuneration in proportion to the actual use of the copyright objects which shall be determined in addition to other data on the use of copyright objects on the basis of the information and documents filed by users, including data of statistical nature, in accordance with the Society distribution rules, and pay out the said remuneration to the corresponding rightowners.

2.9 The Society shall manage the rights on a collective basis in the areas where it received the state accreditation, operating under the control of the federal body of the executive power authorized by the Government of the Russian Federation and filing with the latter on an annual basis a report on its activities in the format established by the said authorized federal body which is to be published in the national mass media organ.

2.10 The Society shall not have the right to use the author’s rights objects the exclusive rights on which have been assigned to the Society for the management.

3 RIGHTS AND RESPONSIBILITIES OF THE SOCIETY

3.1 In order to be able to carry out the functions stipulated in the present Statute, the Society shall be endowed with the following rights arising from the existing legislation of the Russian Federation:

3.1.1 To set up the Society’s branches and representations in the territory of the Russian Federation and abroad;

3.1.2 To create funds, economic entities and other organizations having the rights of a legal entity with the view of carrying out its statutory functions;

3.1.3 To set up non-governmental associations and their unions, including international associations and unions.

3.2 The Society shall be required:

3.2.1 To observe the Laws of the Russian Federation, universally accepted principles and norms of international law related to the issues of the copyright and intellectual rights, as well as the norms stipulated by the present Statute;

3.2.2 To submit, upon request from the body that decides on the state registration of the Society, the decisions adopted by the Society’s governing bodies and its functionaries, as well as annual and quarterly reports about its activities;

3.2.3 To grant to a representative of the body that decides on the state registration of the Society admittance to the activities conducted by the Society;

3.2.4 To assist the representatives of the body that decides on the state registration of the Society in understanding the functioning of the Society;

3.3 The Society shall also have other rights and responsibilities stipulated by the Laws of the Russian Federation.

4 MEMBERS OF THE SOCIETY

4.1 The membership in the Society can be granted to any rightowners – physical persons or non-governmental associations who have the right to receive the remuneration collected by the Society, except those cases when the admission of a rightowner to the Society membership is against the law, in particular, if the rightowner’s admission to the membership is not possible because of the Society’s organizational and legal form.

4.2 A rightowner shall be admitted to the Society membership by a simple majority vote of the Authors’ Council on the basis of the rightowner’s application, and in the case of admission of legal entities – on the basis of the decision by the legal entity’s authorized body on the joining of the Society. With the consent of the rightowner, his application for membership can be incorporated into the text of the agreement between the rightowner and the Society on the delegation of powers for collective management of rights.

4.3 An agreement with the rightowner regarding the delegation of powers for management of rights shall be the condition for membership in the Society.

4.4 Termination of membership in the Society shall be effected according to the same procedure as is followed for admission. The decision on a member’s expulsion from the Society shall be taken on the following grounds: a written request by a Society member-a physical person or a decision made by the authorized body of a legal entity; a change in a Society member’s legal status, including his assignment of the exclusive right to all copyright objects to a third party; non-observance by a Society member of the decisions by governing bodies of the Society, violation of the terms of agreement with the Society on the delegation of powers for the management of rights, termination of the agreement on the Society member’s initiative as well as the member’s renunciation of the Society’s management of his rights; death of the physical person or liquidation of the non-governmental association member of the Society.

4.5 If the Society receives state accreditation, the expulsion from the Society membership shall result in the termination of the Society’s powers for collective management of copyright objects owned by the party expelled from the Society only if the latter notifies the Society in writing about his decision to renounce fully the Society’s management of his rights.

4.6 The register of the Society members shall be kept in the same manner as the register of the rightowners entitled to remuneration in accordance with the licensing and remuneration agreements signed by the Society.

4.7 A member of the Society shall have the right to the following:

4.7.1 To take part in the Election Conference and in the management of the Society’s affairs in the manner prescribed by the Statute and other normative acts of the Society, including via its representatives (by proxy). A representative can represent an unlimited number of the members of the Society;

4.7.2 To elect and be elected to the governing, control and audit bodies;

4.7.3 To receive information about the work of the Society in accordance with the prescribed order;

4.7.4 To receive according to the established procedure the remuneration due to him;

4.7.5 To transfer property to the Society;

4.7.6 To receive consultation on the issues of collective rights management by the Society;

4.7.7 To terminate of his own free will membership in the Society by submitting a written resignation. Upon his withdrawal from the Society, the member cannot claim any part of the Society’s assets or the value of the property he had assigned to the Society;

4.7.8 Members of the Society can also have other rights in accordance with the existing legislation and this Statute.

4.8 Members of the Society shall have the following duties:

4.8.1 To observe the present Statute and other normative acts of the Society, and fulfill decisions taken by the governing bodies of the Society;

4.8.2 To take part in the activities of the Society;

4.8.3 To fulfill their contractual obligations to the Society in full and on a timely basis;

4.8.4 To submit information required for addressing the tasks connected with the work of the Society;

4.8.5 To facilitate fulfillment of the functions and objectives of the Society;

4.8.6 Members of the Society can also have other obligations arising from the existing legislation, the present Statute and other documents governing the operation of the Society, as well as the agreements signed by the Society.

5 THE GOVERNING BODIES OF THE SOCIETY

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

5.2 The highest governing body of the Society is the Election Conference which must be convened at least once every six years. The number of representatives, the date and the procedure for the convocation of the Election Conference, and the creation of the Committee for the preparation and holding of the Conference shall be determined by the Authors’ Council. The extraordinary Election Conference can be convened by the Authors’ Council on its own initiative or on demand by at least one half of the Society members. The Election Conference’s exclusive terms of reference shall cover:

5.2.1 Adoption of the Society Statute and the amendments and additions to it;

5.2.2 Election of the Society Authors’ Council and the Auditing Committee;

5.2.3 Determination of the priority areas for the operation of the Society and definition of the guidelines for the build-up and utilization of its assets;

5.2.4 Approval of the Authors’ Council, the Auditing Committee and General Director reports;

5.2.5 Appointment and discharge from the post of the General Director of the Society who from the moment of his appointment to that post shall act on behalf of the Society representing it without power of attorney in all State bodies, including courts, societies, commercial and other organizations;

5.2.6 Taking of the decision to terminate or reorganize the activities of the Society.

5.3 The Election Conference shall be competent to take decisions if more than half of the Conference participants and/or their representatives (by proxy) are in attendance.

5.4 The Election Conference shall adopt the decisions by a simple majority of votes of participating Society members and/or their representatives (by proxy). The form of voting is decided upon by the Election Conference. The members of the Authors’ Council and the Auditing Committee shall have the right to be present at the Election Conference.

5.5 Decisions on the questions shown in para 5.2.1 and 5.2.5 above shall be adopted if more than 2/3 of participants present at the Election Conference cast a positive vote and the Conference has a quorum.

5.6 The permanent collective governing body of the Society functioning in between the Election Conferences shall be the Authors’ Council headed by its President which is elected by the Election Conference and shall have not more than 21 members.
The Authors’ Council shall meet when there is a need, but not less than once a year. The Authors’ Council is convened by its President or the General Director of the Society.

5.7 A candidate shall be considered elected to the Authors’ Council if he gets more than ½ of votes of those participating in the Conference.

5.8 The Authors’ Council shall:

5.8.1 Elect from among its members the President, Vice-President and Executive Secretary of the Authors’ Council. The Authors’ Council of the Society shall have the right to elect the Honorary President of the Authors’ Council;

5.8.2 Elect from its membership the members of the Presidium of the Authors’ Council;

5.8.3 On the proposal of the General Director, approve the forms of agreements with the rightowners, establish the procedure for admission into the Society’s membership, the entrance fee amount and the procedure for expulsion from the membership;

5.8.4 On the proposal of the General Director, approve the concrete amount of author’s remuneration to be paid by certain categories of users;

5.8.5 On the proposal of the General Director, approve the amounts deducted for covering the costs of collection, distribution and payment of the remuneration collected by the Society, which shall not exceed 30% of the said remuneration;

5.8.6 On the proposal of the General Director, establish the procedure and schedule for the distribution and payment of author’s remuneration;

5.8.7 On the proposal of the General Director, take a decision on the creation of the Society’s branches and representations and on the Society’s participation in other organizations;

5.8.8 Adopt the annual budget of the Society;

5.8.9 Approve the report on the results of the Society’s financial and economic performance for the elapsed year;

5.8.10 Take decisions on the creation of special funds of the Society and adopt their Regulations, establish the procedure for deductions and determine the amounts to be allocated to such funds; set up a Supervisory Board for monitoring disbursements of the funds’ proceeds, determine its composition and approve its Regulations;

5.8.11 Set up advisory commissions for the main areas of the Society’s operation that may include copyright experts. The commissions shall function in accordance with the Regulations approved by the Authors’ Council;

5.8.12 Approve the Society’s logo;

5.8.13 Exercise other powers and address other tasks stipulated by the present Statute which do not fall within the terms of reference of other bodies of the Society.

5.9 The Authors’ Council as the permanent governing body of the Society shall have the rights arising from the existing legislation.

5.10 The meeting of the Authors’ Council is competent to take decisions if is attended by more than ½ of the Council members and/or their representatives (by proxy). Decisions are adopted by a simple majority of votes of those present at the meeting, provided there is a quorum.

5.11 The form of voting shall be determined by the Authors’ Council. Decisions on the questions shown in articles 5.8.1 and 5.8.2 of the present Statute shall be adopted if they are supported by more than 2/3 of those participating in the Authors’ Council meeting, provided there is a quorum.

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

5.13 President of the Authors’ Council shall:

5.13.1 Give general advice and leadership to the Authors’ Council and the Presidium of the Authors’ Council;

5.13.2 Report to the Conference and the Authors’ Council on the situation in the Society;

5.13.3 Chair the meetings of the Authors’ Council and the Presidium;

5.13.4 Sign an employment contract with the General Director;

5.13.5 Represent the Society in the interaction with State bodies and organizations, including courts, non-governmental associations and foreign organizations without power of attorney;

5.13.6 Have other rights arising from the existing legislation.

5.14 Vice-Presidents of the Authors’ Council, acting on the instructions of the President of the Authors’ Council, shall fulfill some of his functions and act for the President during his absence without power of attorney.

5.15 Executive Secretary of the Authors’ Council takes the meeting minutes of the Council and its Presidium, prepares questions for the discussion at the meetings of the Authors’ Council and its Presidium, coordinates the interaction between the Authors’ Council, its Presidium and the Auditing Committee and monitors the implementation of the decisions made by the Council and the Presidium.

5.16 The governing body of the Society responsible for the day-to-day business shall be the Presidium of the Authors’ Council made up of its President, Vice-President and Executive Secretary and members of the Presidium elected by the Authors’ Council. The General Director shall be ex officio member of the Authors’ Council and its Presidium.

The Presidium of the Authors’ Council shall have the right to examine and take decisions on any issues within the purview of the Authors’ Council except those shown in articles 5.8.1 and 5.8.2 of the present Statute. The Presidium of the Authors’ Council shall have the right to execute other powers prescribed by the present Statute except those within the exclusive competence of other bodies of the Society. Decisions taken by the Presidium must be approved by the Authors’ Council.

5.17 The General Director shall:

5.17.1 Acting on behalf of the Society without power of attorney, exercise general management of the Society, its branches and representations;

5.17.2 Be in charge of the Society’s property and assets, take decisions on issues connected with its functioning, funding and logistics, and to this end sign agreements and conduct transactions with no limit on their value; issue orders, directions and instructions and other normative, regulating and financial documents for the Society personnel;

5.17.3 Submit to the Authors’ Council for approval a draft annual budget of the Society and a draft performance report for the elapsed year;

5.17.4 Approve the Society’s organizational structure, regulations on its organization departments and the staff list; establish official salaries, the amount of raises, bonuses and other incentive payments for all categories of the Society staff within the limits of the budgeted payroll funds;

5.17.5 Hire and dismiss personnel of the Society, appoint and dismiss managers of the representations and branch offices, sign labor contracts with the Society’s personnel, give incentives to the staff for good work and inflict official reprimands;

5.17.6 Submitt to the Authors’ Council for approval drafts of agreements to be signed with various categories of rightowners and draft ordinances containing the specific amounts of author’s remuneration to be paid to certain categories of users;

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

5.17.8 Have power to sign financial and economic and other documents of the Society, sign on behalf of the Society agreements and contracts, including with foreign copyright organizations, and perform other legal deeds, issue and sign powers of attorney, open settlement and other accounts in the Russian Federation and abroad;

5.17.9 Represent the Society in the Russian and foreign state and non-governmental organizations, courts and other bodies, and the governing bodies of the International Confederation of Societies of Authors and Composers without power of attorney;

5.17.10 Exercise other powers prescribed by the present Statute, except those that fall within the exclusive authority of other bodies of the Society.

5.18 The General Director shall appoint the First Deputy and Deputies of the General Director.

5.19 The General Director shall be at the head of the Board of Directors and approve its composition and Regulations.

6. THE AUDITING COMMITTEE

6.1 For the purposes of checking up on the observance of the present Statute, auditing of financial and economic activities and reporting of the Society, the Election Conference shall elect the Auditing Committee of seven people from the members of the Society who are not sitting on the Society executive bodies. Members of the Authors’ Council and Society staff members cannot be on the Auditing Committee.

6.2 The Auditing Committee shall elect from its members the President and the Secretary of the Auditing Committee.

6.3 The meeting of the Auditing Committee shall have a quorum if it is attended by more than ½ of its members or their representatives (by proxy). The decisions shall be adopted by a show of hands and a simple majority vote of the Auditing Committee members and/or their representatives (by proxy) attending the meeting, provided there is a quorum.

6.4 The Auditing Committee shall submit to the Election Conference of the Society a report on its work.

6.5 A scheduled audit of the Society’s financial and economic activities shall be conducted no less than once per year.

7. THE BOARD OF DIRECTORS

7.1 The Board of Directors shall exercise the functions of the coordination and deliberative body of the Society.

7.2 The Board of Directors shall be made up of ex officio General Director and his deputies.

7.3 The Board of Directors can also have among its members other individuals, including the rightowners (or their representatives by proxy) and experts.

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

7.5 The work of the Board of Directors shall be guided by the General Director.

8. BRANCH OFFICES AND REPRESENTATIONS

8.1 In accordance with the existing legislation, the Society can create branch offices and open representations in the territory of the Russian Federation and abroad. The decision to create a branch office shall be taken by the Authors’ Council on the proposal of the General Director.

8.2 The Society’s branch office is a separate subdivision of the Society located outside its premises and performing all its functions, including the functions of representation, in the territory of a subject of the Russian Federation.
The management of a branch office shall be carried out by the branch office Director acting by virtue of power of attorney given by the General Director.

8.3 The Society’s representation is a separate subdivision of the Society located outside its premises and representing and protecting the interests of the Society.
The head of representation shall act by virtue of power of attorney given by the General Director.

8.4 A branch office and a representation of the Society shall not be legal entities, shall be invested with the Society’s assets and act on the basis of Regulations approved by the General Director of the Society.

8.5 The Society shall carry out its activities in the entire territory of the Russian Federation.
For the day-to-day addressing of issue and coordination of work, the Society shall create regional branch offices and representations covering all subjects of the Russian Federation. With the view of ensuring organization and coordination of work of the subdivisions and representatives at the local level, the Society shall have the right to establish the positions of authorized representatives acting on the basis of regulations approved by the General Director.

8.5.1 The Society shall have the following branch offices:
Bashkortostan branch office: (operates in the territory of the Republic of Bashkortostan); Volgo-Vyatsky branch office: (operates in the territory of the Republic of Mariy El, the Republic of Mordovia, the Chuvash Republic – Chuvashia, the Nizhni Novgorod Oblast, the Kirov Oblast); Far Eastern branch office: (operates in the territory of the Republic of Buryatia, the Republic of Sakha (Yakutia), the Khabarovsk Territory, the Primorie Territory, the Kamchatka Territory, the Amur Region, the Magadan Region, the Sakhalin Region, the Irkutsk Region, the Chita Region, the Jewish Autonomous District, the Chukotka Autonomous District, the Aginsk Buryat Autonomous District, (the Trans-Baikal Territory), Krasnodar branch office: (operates in the territory of the Krasnodar Territory, the Republic of Adygeya (Adygeya); Lower Volga branch office: (operates in the territory of the Republic of Kalmykia, the Volgograd Region, the Astrakhan Region, the Saratov Region); Volga area branch office: (operates in the territory of the Udmurtian Republic, the Samara Region, the Orenburg Region, the Penza Regoin, the Ulyanovsk Region); Northwestern branch office: (operates in the territory of the Republic of Karelia, the Komi Republic, the Leningrad Region, the Murmansk Region, the Novgorod Region, the Pskov Region, the Kaliningrad Region, the Vologda Region, the Arkhangelsk Region, the Nenets Autonomous Area, the city of St. Petersburg); Siberian branch office: (operates in the territory of the Republic of Altai, the Republic of Tuva, the Republic of Khakassia, the Altai Territory, the Krasnoyarsk Territory, the Kemerovo Region, the Novosibirsk Region, the Omsk Region, the Tomsk Region); Tatarstan branch office: (operates in the territory of the Republic of Tatarstan (Tatarstan); Southern branch office: (operates in the territory of the Republic of Dagestan, the Republic of Ingushetia, the Kabardino-Balkarian Republic; the Karachayevo-Cherkessian Republic, the Chechen Republic, the Republic of North Ossetia – Alania, the Stavropol Territory, the Rostov Region); Central Black Earth Region branch office: (operates in the territory the Belgorod Region, the Voronezh Region, the Kursk Region, the Lipetsk Region, the Tambov Region); Perm branch office: (operates in the territory of the Perm Territory, the Sverdlovsk Region, the Kurgan Region, the Tyumen Region, the Chelyabinsk Region, the Khanty-Mansijsk Autonomous District – Yugra, the Yamalo-Nenets Autonomous District); Krasnoyarsk branch office: (operates in the territory of the Republic of Tuva, the Republic of Khakassia, the Krasnoyarsk Territory); Baikal branch office: (operates in the territory of the Irkutsk -Region, the Chita Region and the Aginsk Buryat Autonomous District (Trans-Baikal Territory); Moscow branch office: (operates in the territory of the Bryansk Region, the Vladimir Region, the Ivanovo Region, the Kaluga Region, the Kostroma Region, the Moscow Region, the Oryol Region, the Ryazan Region, the Smolensk Region, the Tver Region, the Tula Region, the Yaroslav Region, the City of Moscow);

8.5.2 The Society shall have the following representations:
Sakhalin representation (operates in the territory of the City of Sakhalin and the Sakhalin Region); Magadan representation (operates in the territory of the City of Magadan and the Magadan Region); Vladimir representation (operates in the territory of the City of Vladimir and the Vladimir Region); Yaroslav representation (operates in the territory of the City of Yaroslav and the Yaroslav Region); Bryansk representation (operates in the territory of the City of Bryansk and the Bryansk Region); Kostroma representation (operates in the territory of the City of Kostroma and the Kostroma Region); Ryazan representation (operates in the territory of the City of Ryazan and the Ryazan Region); Smolensk representation (operates in the territory of the City of Smolensk and the Smolensk Region); Tula representation (operates in the territory of the City of Tula and the Tula Region); Tver represntaion (operates in the territory of the City of Tver of the Tver Region); Ivanovo representation (operates in the territory of the City of Ivanovo and the Ivanovo Region); representation in the Republic of Mariy El (operates in the territory of the City of Yoshkar-Ola and the Republic of Mariy El); Sochi representation (operates in the territory of the of Sochi and the Sochi District of the Krasnodar Territory); representation in the Republic of Adygeya (operates in the territory of the City of Maikop and the Republic of Adygeya); Saratov representation (operates in the territory of the City of Saratov and the Saratov Region); Astrakhan representation (operates in the territory of the City of Astrakhan and the Astrakhan Region); Murmansk representation (operates in the territory of the City of Murmansk and the Murmansk Region); Arkhangelsk representation (operates in the territory of the City of Arkhangelsk and the Arkhangelsk Region); Syktyvkar representation (operates in the territory of the City of Syktyvkar and the Komi Republic); Novgorod representation (operates in the territory of the City of Velykyi Novgorod and the Novgorod Region); Kaliningrad representation (operates in the territory of the City of Kaliningrad and the Kaliningrad Region); Vologda representation (operates in the territory of the City of Vologda and the Vologda Region); Barnaul representation (operates in the territory of the City of Barnaul and the Altai Territory); Novokuznetsk representation (operates in the territory of the City of Novokuznetsk and the Novokuznetsk Region); Orenburg representation (operates in the City of Orenburg and the Orenburg Region); Oryol representation (operates in the territory of the City of Oryol and the Oryol Region); Omsk representation (operates in the territory of the City of Omsk and the Omsk Region); Tomsk representation (operates in the territory of Tomsk and the Tomsk Region); Kemerovo representation (operates in the territory of the City of Kemerovo and the Kemerovo Region); Tyumen representation (operates in the territory of the City of Tyumen, the Tyumen Region, the Khanty-Mansijsk Autonomous Region – Yugra and the Yamalo-Nenets Autonomous District); Chelyabinsk representation (operates in the territory of the City of Chelyabinsk and the Chelyabinsk Region); Lipetsk representation (operates in the territory of Lipetsk and the Lipetsk Region); Kursk representation (operates in the territory of the City of Kursk and the Kursk Region); Belgorod representation (operates in the territory of the City of Belgorod and the Belgorod Region); Tambov representation (operates in the territory of the City of Tambov and the Tambov Region); Stavropol representation (operates in the territory of the City of Stavropol and the Stavropol Territory); representation in the Republic of Kabardino-Balkaria (operates in the territory of the City of Nalchik and the Republic of Kabardino-Balkaria); representation in the Republic of Karachayevo-Cherkessia (operates in the territory of the City of Cherkessk and the Republic of Karachayevo-Cherkessia); representation in the Chechen Republic (operates in the territory of the City of Grozny and the Chenchen Republic); representation in the Chuvash Republic (operates in the territory of the City of Cheboksary and the Chuvash Republic); Kamchatka representation (operates in the territory of the City of Petropavlovsk-Kamchatski and the Kamchatka Territory); Primorie representation (operates in the territory of the City of Vladivostok and the Primorie Territory); Kirov representation (operates in the territory of the City of Kirov and the Kirov Region); Ulyanovsk representation (operates in the territory of the City of Ulyanovsk and the Ulyanovsk Region); Chita representation (operates in the territory of the City of Chita and the Chita Region).

9. THE SOCIETY FUNDS AND ASSETS

9.1 The Society can own buildings, facilities, housing stock, institutions and other organizations, publishing houses, mass media entities, assets for fixtures, cash resources in rubles and foreign currency, securities and other effects created and acquired with the Society funds in accordance with its statutory objectives. The Society can be in ownership or in usage of plots of land. The Society 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.

9.2 The Society assets shall be created from the following sources:

9.2.1 Admission fees;

9.2.2 Deductions for the upkeep of the Society and the carrying out of its statutory activities (to cover the Society costs of collection, distribution and payment (remittance) of royalties and performance of its other statutory functions) withheld from the remuneration collected for the rightowners;

9.2.3 Assets transferred to the Society by its members;

9.2.4 Income received by the Society from the activities carried out in accordance with the existing legislation of the Russian Federation and the present Statute;

9.2.5 Voluntary contributions in assets and donations;

9.2.6 Dividend (other income) on shares, bonds and deposits;

9.2.7 Other receipts that are not prohibited by the Russian Federation legislation.

9.3 Assets received by the Society in accordance with provisions of the present Statute shall be the Society’s property.

9.4 The Society shall be liable for its obligations with such its assets that can be levied execution upon under the legislation of the Russian Federation.

9.5 The Society shall have the right to be engaged in entrepreneurial activities for the purpose of attaining its statutory objectives.

9.6 The Society shall keep the books and submit financial statements and statistical reports in a manner prescribed by the laws of the Russian Federation.

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

9.8 Such cash assets collected by the Society from the users and/or payers by way of its collective management activity that are distributable to the rightowners, including non-members of the Society, shall not be the Society ownership.

9.9 By the decision of the Authors’ Council, the Society can create special funds intended for social, charitable, cultural, educational and other purposes valuable to the community on behalf of the rightowners represented by the Society. In the event of their creation, the transfers to such funds shall not exceed 5% of the amount of author’s remuneration and 20% of the remuneration due to rightowners for reproduction of phonograms and audiovisual works for private purposes.

10. TERMINATION OF ACTIVITY

10.1 The Society can be liquidated on grounds and in the manner prescribed by the Civil Code of the Russian Federation and other federal laws.

10.2 The decision on the liquidation of the Society can be taken by the Election Conference of the Society.

10.3 The Society can be liquidated by a court decision in the manner prescribed by the laws of the Russian Federation.

10.4 The Election Conference of the Society that decided on the liquidation shall appoint a liquidation commission (liquidator) and determine the procedure and schedule of the Society’s liquidation in accordance with the RF Civil Code and other federal laws. In parallel, the Conference must decide on the distribution and payment of the remuneration collected by the Society by the time the decision on liquidation had been taken. The liquidation commission shall be charged with carrying into effect the decisions on distribution and payment of the remuneration taken by the Election Conference.

10.5 The assets left following the liquidation of the Society, 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.

10.6 The activity of the Society can be also terminated by means of its reorganization (merger, consolidation, etc.).

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