The STATUTE of 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:
General Meeting on April 1, 1996
General Meeting on December 21, 2001
General Meeting on December 13, 2007
New addition approved by:
Conference on December 13, 2013
Conference on July 17, 2015
Conference on April 15, 2016
Conference on April 28, 2017
Conference on October 24, 2019

1. GENERAL PROVISIONS

1.1. 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 legally fixed spheres of collective management.

The Society shall be a membership-based non-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 Organization has been set up 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 Non-profit Organizations” and “On Public Associations” and other Russian Federation legislative acts and the present Statute on the entire territory of the Russian Federation including by setting up structural subdivisions.

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, have separate assets in its ownership, have the authority to act as a claimant and a respondent in the courts of general jurisdiction, arbitration and in reference tribunals, be able to acquire and exercise property and moral rights on its own behalf in accordance with its 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 its 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 Organization shall not be liable for the obligations of its members. The Organization 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 Organization 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 protection of the Organization. The Organization shall use the emblem in two color ranges – black-and-white and golden for the letterforms, other documents and various items with the Organization symbolics.

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 GOALS, CORE ACTIVITIES AND FUNCTIONS

2.1. The goal of the Organization shall be the observance of collective interests and public goods in the sphere of establishing an efficient system of neighboring and copyright legal protection by way of collective rights management.

2.2. The core activity of the Organization shall be the collective rights management in the following areas:

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

2.2.2. exercise of the rights of creators of musical works (with or without text) within an audiovisual production to receive remuneration for the public performance or broadcasting into the air or by cable of such an audiovisual production;

2.2.3. management of exclusive rights for any published 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 by cable (including retransmission), public demonstration, communication to the public in real-time, and/or making available to the public through digital networks, including the Internet and mobile communication networks;

2.2.4. management of exclusive rights on published works with regard to their reproduction in any material form, including 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, i.a. computer memory, and the distribution of works reproduced thereby;

2.2.5. exercise of the rights of audiovisual work producers/authors to receive remuneration for the private reproduction of audiovisual works;

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

2.2.7. in other types of copyright objects use and in other cases under the current legislation, including spheres of collective rights management basing on state accreditation.

2.3. The Organization scope of activities shall also involve providing assistance to rightowners in the 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 depositing of their intellectual property.

2.4. The Organization shall be 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 advocate rightowners’ interests, reinforce copyright protection, i.a. at international level.

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

2.6. In order to attain the goal set forth in the present Statute, the Organization shall perform the following functions under the current legislation:

2.6.1. make agreements with the copyright owners on the assignment of rights for administration and ensure their practical realization. The Organization can sign agreements with rightowners – members and non-members of the Organization;

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

2.6.3. sign licensing contracts with users of copyright objects (hereinafter – “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 the remuneration due to the rightowners for use of the above objects from users; collect, distribute and pay out royalties;

2.6.4. sign contracts with users, sellers and other categories of remuneration payers (hereinafter – “other payers”) on royalty payout to rightowners under the Russian Federation law; collect, distribute and pay out royalties;

2.6.5. interact with competent public authorities to participate in the implementation of state policy on intellectual property protection;

2.6.6. interact with executive bodies of the Russian Federation constituent entities and local authorities on the issues of the development of the copyright 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 represents, in the amount and in the manner set forth in the present Statute;

2.6.8. collect remuneration for the use of copyright objects in cases when a licensing contract is signed directly between a rightowner and a user provided that it is within the scope of the contract between the parties;

2.6.9. demand and obtain reports from users and/or other payers on the use of respective copyright objects as well as other information and documents required for royalty 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 royalty payers;

2.6.10. distribute and pay out royalties due to rightowners regularly, but not less frequently than four times a year, pro rata to the actual use of the corresponding objects determined on the basis of data and documents received from users and other information on the use of the said objects, including statistical data, and in conformity with the Organization’s distribution rules;

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

2.6.12. make any information on the Organization activities publicly available, under the current Russian Federation legislation, i.a. on its official web-site and by posting it into the open and publicly available information system – IPChain (ipchain.ru);

2.6.13. bring an action to the court on its own or on behalf of rightowners, and start other legal proceedings for the protection of 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. sign reciprocal representation contracts within its powers with counterpart CMOs in the field of copyright protection as well as other contracts with relevant foreign organizations for the legal protection of intellectual property rights;

2.6.15. participate in the work of international copyright and collective management organizations;

2.6.16. submit its proposals on copyright legislation development to the federal state bodies;

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

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

2.6.19. provide assistance on a contractual basis to legal entities and natural persons in the acquisition of author’s rights in the territory of the Russian Federation and from abroad; assist in exclusive right alienation and the assignment of rights to other countries;

2.6.20. provide clarifications on copyright issues falling within the Organization jurisdiction;

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

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

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

2.7. Upon receiving state accreditation, the Organization shall:

2.7.1. admit into its membership all the rightowners with the right to receive royalties collected by the Organization, except those cases when the admission of a rightowner as a member contradicts the law, in particular, if a rightowner’s admission into the Organization is impossible due to the peculiarities of the Organization legal status;

2.7.2. administer the rights of rightowners – non-members, along with the management of rights 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;

2.7.3. 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;

2.7.4. take over the management of author’s rights if they fall within the collective management areas stipulated by the present Statute, by means of signing right administration contracts with the relevant rightowners – members and non-members of the Organization;

2.7.5. undertake reasonable and sufficient efforts to identify the rightowners entitled to receive remuneration under the Organization licensing and royalty payout contracts;

2.7.6. withdraw from licensing contracts with a user the rights and/or objects excluded by a rightowner from the Organization management, under point 4, Article 1244 of the Russian Federation Civil Code, by posting this information in a public information system. Additionally, the Organization shall pay out royalties due received from users, basing on the previously signed contracts, to a rightowner;

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

2.7.8. form registers containing data on rightowners, rights to be managed by the Organization and the objects of the mentioned rights;

2.7.9. 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;

2.7.10. distribute on a regular basis, but no less than four times a year among the rightowners – members and non-members of the Organization – the collected remuneration pro rata to the actual use of the copyright objects on the basis of data and documents filed by users and other information on the use of copyright objects, including data of statistical nature, basing on the Organization distribution rules;

2.7.11. implement due royalty payouts to corresponding rightowners at regular intervals, but no less than four times a year;

2.7.12. submit annual reports on its activities to the federal executive body in the format established by the said authorized federal executive body and publish it in national mass media.

2.8. The Organization shall not have the right to use the copyright objects that have been exclusively assigned to the Organization for management.

2.9. The Organization shall enjoy other rights and bear duties set forth by the Russian legislation.

3. THE ORGANIZATION MEMBERS

3.1. Members of the Organization gain the right of affiliation (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 over 18 years old – or legal entity – public association with a right to receive remuneration collected by the Organization, – except those cases when the admission of a rightowner as a member of the Organization contradicts the law.

3.3. A new member shall be admitted to the Organization membership by a simple majority of votes of the Managing Board – the standing governing body of the Organization – on the basis of a person’s application, and in case of a legal entity admission – on the basis of the decision on joining the Organization issued by the duly authorized body of the legal entity.

With the consent of a rightowner, the membership application can be incorporated into the text of the agreement between the rightowner and the Organization on the delegation of rights for the collective management.

3.4. An agreement between the rightowner and the Organization on the assignment of rights for copyright 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 legal person – public association – member of the Organization;
  • – expulsion from the Organization membership.

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

  • – a change in the legal status of a member incompatible with further membership in the Organization, including the assignment of exclusive rights for all copyright objects to a third party;
  • – non-observance of the present Statute, decisions made by the Organization governing bodies by an Organization member, violation of the agreement terms on the delegation of rights for management, termination of the said agreement on a member’s initiative as well as a member’s renunciation from rights management by the Organization.

Expulsion from the Organization membership shall be effected by the decision of the Managing Board – the standing governing body of the Organization – on the basis of a simple majority of its votes on the grounds set forth in the present Statute.

3.7. Removal from the Organization membership shall result in the termination of the Organization powers for collective management of copyright objects owned by the party leaving the Organization, only if the former notifies the Organization in writing about such a decision to renounce fully rights management by the Organization.

3.8. The register of the Organization members shall be kept by the Organization General Director in the same manner as the register of rightowners entitled to receive remuneration under the Organization licensing and royalty payout contracts.

3.9. A member of the Organization shall have the right to:

3.2.1. take part in the Organization management in the manner prescribed by the Statute and other regulatory acts of the Organization, including via the Election Conference representatives (by proxy). A delegate can represent an unlimited number of Organization members. An Organization member can become a delegate of the Election Conference in conformity with the representation rules codified by the Managing Board;

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

3.2.3. receive information on Organization activities under the prescribed order;

3.2.4. receive remuneration due basing on the established procedures;

3.2.5. hand over assets to the Organization;

3.2.6. obtain the Organization consultative assistance on the issues of collective right management;

3.2.7. terminate membership in the Organization ad libitum by submitting a written application (resignation). Upon withdrawal, a member can not claim any part of the Organization assets or the property value assigned by him/her to the Organization.

3.10. A member of the Organization shall have the duty to:

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

3.2.2. take part in the Organization activities, i.a. corporate decision-making processes indispensable for the Organization under the current law, if the participation is necessary for taking this kind of decisions;

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

3.2.4. submit the information required to sort out the tasks related to the Organization activities;

3.2.5. facilitate the accomplishment of the Organization functions and objectives;

3.2.6. participate in the creation of the Organization assets with adequate resources by way of procedures and terms prescribed by the current law and the present Statute, in particular, to pay under the current Statute membership and contribution fees, deductions from royalties collected for the Organization maintenance and statutory activities, as well as contributions to special funds, if established;

3.2.7. place no obstacle to the Organization functioning, nor any damage to the property and reputation of the Organization, acting in violation of the current legislation, among other things – commit no actions deliberately aimed at causing harm to the Organization, take no actions (inaction) making it difficult or impossible to achieve the Organization statutory goals, nor disclose any confidential information about the Organization activities.

3.11. Organization Members 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 ORGANIZATION GOVERNING BODIES

4.1. The Organization shall have the following governing bodies:

4.1.1. The Organization Conference;
4.1.2. The Organization Managing Board;
4.1.3. The Organization Authors’ Council;
4.1.4. The Organization Supervisory Council;
4.1.5. The Organization General Director.

4.2. The supreme governing body of the Organization shall be the Election Conference.

The Election Conference shall be summoned at its own initiative or that of the Authors’ Council, General Director or by no less than one half of the Organization members at least once every six years. The Conference date, representation rates and convention procedures shall be determined by the Managing Board.

The Organization members shall be entitled to convene the Conference on their own in case of lack of a motivated written Managing Board waiver of its convention within one month since the date of receipt of the respective demand.

An Organization member shall be considered duly informed about the Conference on the seventh calendar day starting 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 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 Managing Board shall be the Organization permanent governing body representing its members. The Board shall be elected by the Conference for a 6-year (six) term and accountable to it. The number of the Managing Board members shall be determined by the Conference, it can be no less than 5 (five) people.

4.4. The Authors’ Council shall be the Organization collective executive body elected by the Conference for a 6-year (six) term and accountable to it.

4.5. The current management of the Organization activities shall be carried out by the General Director – unanimous executive body of the Organization. The General Director shall be elected by the Managing Board for a 6-year (six) term.

4.6. The Election Conference exclusive jurisdiction shall cover:

  • – adoption and modification of the Organization Statute;
  • – identification of the Organization priority activities, guidelines for the assembly and deployment of its assets;
  • – election of the Organization Authors’ Council and Auditing Committee and the early termination of their office;
  • – determination of the quantitative composition of the Managing Board and the election of the Managing Board members as well as the early termination of their powers;
  • – taking decisions on the Organization activities termination or reorganization, on the appointment of the liquidation committee (liquidator) and assertion of a liquidation balance;
  • – affirmation of reports made by the Authors’ Council, Managing Board and Auditing Committee on the Organization activities;
  • – making decisions on the amount and procedures for membership fee payment and other asset contributions by Organization members;
  • – affirmation of the Organization emblem (symbolics);
  • – appointment of the procedure for the admission to or expulsion from the Organization membership;
  • – settlement of any other issues prescribed by the present Statute or relating to the exclusive terms of reference of the Election Conference under the current legislation.

4.7. The Election Conference shall be competent to take decisions if more than half of the Conference elected delegates representing over a half of Organization regional offices are in attendance.

4.8. The Election Conference decisions shall be taken by a simple majority of votes, while decisions on the issues of the exclusive terms of reference shall be adopted by a qualified majority of 2/3 (two-thirds) of participating Conference delegates’ votes, if there is a quorum. Members of the Authors’ Council, Managing Board and Auditing Committee are entitled to be present at the Conference in a consultative capacity.

The Conference decisions can be taken without holding an actual meeting by virtue of absentee voting (by interview), except for the decisions made on the issues of the Conference exclusive jurisdiction. Such voting can be carried out via document exchange by post, telegraph, teletype, telephone, e-mail or any other way of connection ensuring authenticity of messages sent and received as well as their documentary proof.

The order of absentee voting shall be determined in the Organization Statute providing for the Board obligation to inform the Conference delegates no later than 20 (twenty) days in advance on the event agenda, bring all necessary information and materials to the attention of delegates before the voting, give an opportunity to introduce new points into the agenda no later than 10 (ten) days before the Conference date as well as give sight of the amended agenda and terms of vote termination to the delegates no later than 5 (five) days before the voting.

The Conference minutes on the results of absentee voting shall contain:

  • – the date/deadline of the documents to be taken on the Conference voting;
  • – information on the voting participants;
  • – voting results on each point of the Conference agenda;
  • – information on the persons who took count of votes;
  • – data on the signatory parties of the Minutes.

4.9. Regulations for holding the Conference shall be established by the Election Conference as advised by the Managing Board.

4.10. The powers of persons elected at the Conference shall start from the moment of their election and continue until their termination in accordance with 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.

4.11. The Authors’ Council shall be elected by the Election Conference for a six-year term and shall have no less than 11 (eleven) and no more than 35 (thirty-five) 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 shall meet when there is a need, but no less than once a year. The Authors’ Council shall be convened by its President, the General Director or on the demand of no less than 2/3 (two-thirds) of its members.

4.11. The Authors’ Council shall:

4.2.1. elect from among its members the President and Vice-Presidents of the Authors’ Council for their term of office as well as terminate their powers. The Authors’ Council shall have the right to elect the Honorary President of the Authors’ Council whose status shall be defined by the respective Regulations approved by the Authors’ Council;

4.2.2. take the initiative to convene an ordinary or extraordinary Election Conference;

4.2.3. elect members of the Board of Directors and terminate their authorities;

4.2.4. approve the standard forms of membership contracts signed between the Organization and various categories of rightowners and users;

4.2.5. come up with a proposal to reconsider the amount of remuneration to be paid by users under the Organization licensing contracts and the amount collected by the Organization under the remuneration contracts;

4.2.6. approve the amounts deducted to cover the costs of collection, distribution and payment of the remuneration collected by the Organization;

4.2.7. establish the procedure and schedule for the distribution (redistribution) and payment of author’s remuneration collected by the Organization;

4.2.8. in case of a decision to create special funds, submit for approval the amounts to be allocated to such funds which can not exceed the limits fixed in point 9.7. of the present Statute on the procedures for their deductions and the main directions of use of those funds;

4.2.9. establish advisory committees on the Organization main activity areas, approve regulations for the work of such committees. Intellectual property specialists can participate in such committees;

4.2.10. take decisions to introduce the title of “RAO Honored Member”, whose status shall be determined by the respective order approved by the Authors’ Council, and to award this title;

4.2.11. exercise other powers and address other tasks under the present Statute beyond the exclusive jurisdiction of the Election Conference.

4.12. The powers of the persons elected by the Authors’ Council shall start from the moment of this election and continue till their termination, according to the established procedures. In case of early termination of powers of the person elected by the Authors’ Council, including the President or Vice-President of the Council, the latter shall conduct new elections of the said person.

4.13. The meetings of the Authors’ Council shall be held in the Organization premises.

4.14. 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 (one half) of the Council members.

4.16. Decisions shall be adopted by a simple majority of votes of those present at the meeting, except for the cases stipulated by the Statute.

4.17. The rules for convening and holding the meetings shall be established by the Authors’ Council.

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

4.19. Upon the decision of the Managing Board, the Authors’ Council members can be reimbursed for the expenses related to the discharge of their duties in the Authors’ Council.

4.20. The President of the Authors’ Council shall:

4.2.1. give general advice and leadership to the Authors’ Council;

4.2.2. report to the Authors’ Council on the situation in the Organization;

4.2.3. chair the meetings of the Authors’ Council;

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

4.2.5. enjoy other rights arising from the existing legislation and the current Statute.

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

4.22. 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 interaction between the Authors’ Council, the Managing Board, the Auditing Committee and the Supervisory Board as well as monitor the implementation of the Council decisions.

4.23. The Managing Board shall:

4.23.1. make decisions on the call of an ordinary or extraordinary Election Conference;

4.23.2. approve the date, time and venue of the Election Conference, its agenda, the order of its convention, representation and delegates election;

4.23.3. for the purposes of holding the Election Conference, set up a commission on the Conference preparation, determine its composition and powers;

4.23.4. submit for the Conference discussion proposals on the Organization liquidation and realignment, introducing changes and supplements to the Statute, including approval of its new addition, and on other issues within the Conference powers;

4.23.5. approve the Organization annual report and accounting statements (financial accounts);

4.23.6. affirm the audit companies or an individual auditor of the Organization entitled to issue audit reports on the Organization activities;

4.23.7. approve the annual financial plan (annual budget of the Organization) and amendments thereto, including financial sources of the Organization activities and principal directions of use of the budget assets;

4.23.8. basing on the Authors’ Council suggestions, approve the amount of remuneration to be paid by users under the Organization licensing contracts and the amount collected under the Organization remuneration contracts;

4.23.9. basing on the Conference decisions, approve the Order of admission to the Organization membership;

4.23.10. within the term of powers of the acting Management Board, elect the Chair of the Board and terminate his/her authorities (the contract on behalf of the Organization with the Chair shall be signed by the person presiding at the Board which elected the Chair);

4.23.11. elect the General Director from its members and terminate his/her powers (the contract with the General Director on behalf of the Organization shall be signed by the Chair of the Managing Board);

4.23.12. fix the floor limit of transactions concluded by the Board Chair and/or General Director without the Managing Board approval;

4.23.13. rule on the number of other legal persons to be set up by the Organization, its ownership interest in other legal entities, creation of affiliates and representation offices as well as the approval of respective Regulations;

4.23.14. take decisions on the creation of regional branches, approve respective Regulations, affirm the election of executive bodies of the said branches and convene the general meeting of regional division members;

4.23.15. certify Regulations on the Organization branches and regional divisions;

4.23.16. decide on making transactions by the Organization exceeding the maximum size fixed by the Board with regard to the deals signed by the Board Chair and/or General Director as well as to the deals with an interest share of some Board members;

4.23.17. elect the Supervisory Council from among the Organization members;

4.23.18. basing on the suggestions of the Authors’ Council, approve the amounts deducted for covering the costs of collection, distribution and payment of remuneration collected by the Organization (not more often than once a year);

4.23.19. create special funds, affirm respective Regulations, and, upon the Authors’ Council proposals, approve the amounts to be allocated to such funds;

4.23.20. as a permanent managing body of the Organization, enjoy other rights and authorities provided to it by the current legislation and the present Statute, i.a. exercise the powers of a legal entity on behalf of the Organization and fulfill its duties under the current Statute.

4.24. The Board meeting shall be legally competent if 2/3 (two-thirds) of the Board members are in attendance. The Board decisions shall be taken by the Board members attending the meeting by a simple majority of votes. After the election, the first Board meeting shall be summoned and chaired by the Board member whose surname is the first on the member list.

The meetings of the Managing Board shall be convened in the Organization premises at least once a year.

4.25. The Chair of the Managing Board shall:

4.2.1. acting on behalf of the Organization without power of attorney, exercise general management of the Organization and enjoy the right of the first signature on financial, economic, banking and other Organization documents;

4.2.2. be in charge of the Organization property and assets with the approval of the Board, take decisions on the issues connected with its functioning, funding and logistics, and to this end sign agreements on behalf of the Organization and conduct transactions, issue powers of attorney; if a transaction by its size and/or type and/or interest share is subject to the approval of the Board, the Chair shall conduct such transactions basing on the Board decision to make this kind of deal by the Organization;

4.2.3. convene the Managing Board meetings, prepare topics to be considered at the Board meetings, coordinate interaction among the Board, the Authors’ Council and the Supervisory Council, monitor the execution of decisions made by the Board and the Authors’ Council;

4.2.4. submit to the Managing Board suggestions on the date, time and venue of the Election Conference, its agenda, assembling procedures, the method of delegates election, form part of the planning Committee for the Conference conduction due to his/her position;

4.2.5. be the Executive Secretary of the Managing Board due to his/her position. The Executive Secretary of the Board shall sign the Board decisions and organize its work;

4.2.6. submit to the Managing Board for approval a draft of financial plan (annual budget) of the Organization as well as amendments thereto;

4.2.7. submit to the Managing Board suggestions on the procedure and schedule of distribution (redistribution) and payment of royalties collected;

4.2.8. submit proposals to the Board and/or the Authors’ Council on the amounts deducted for covering the costs of collection, distribution and payment of remuneration collected by the Organization;

4.2.9. submit, in case of the Managing Board decision to create special funds, to the latter for approval the amounts to be allocated to such funds, the procedures for their deductions, a draft Regulation on a special fund as well as the main directions of use of those funds;

4.2.10. submit to the Authors’ Council for approval proposals on the creation of boards, committees and commissions for the main areas of the Organization activities;

4.2.11. submit to the Board or the Authors’ Council for approval the amount of remuneration to be paid by users under the Organization licensing contracts and the amount collected by the Organization under remuneration contracts;

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

4.2.13. represent the Organization in the Russian and foreign state and non-government organizations, courts and other bodies without power of attorney;

4.2.14. be a member of the Authors’ Council due to the position with a right of consultative vote;

4.2.15. exercise other powers, except for those that fall within the exclusive authority of other Organization bodies.

4.26. The General Director shall:

4.2.1. act on behalf of the Organization without power of attorney, exercise current management of the Organization, its structural divisions;

4.2.2. be accountable to the Election Conference, the Supervisory Council and the Board, organize and supervise the implementation of the Board, Authors’ Council and Conference decisions;

4.2.3. be in charge of the Organization property and assets within the limits of the financial plan adopted by the Board, take decisions on the issues connected with its functioning, funding and logistics, and to this end sign agreements and conduct transactions within his/her powers, issue orders, directions and instructions and other normative, regulating, financial and economic documents of the Organization;

4.2.4. 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);

4.2.5. approve the Organization staffing table;

4.2.6. employ and dismiss Organization personnel, i.a. sign labor contracts with the Organization staff and affirm their job descriptions, give incentives to the employees 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 powers under this sub-paragraph of the Statute to other persons;

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

4.2.8. 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;

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

4.2.10. be a member of the Authors’ Council due to the position with a right of consultative vote, be the Executive Secretary of the Authors’ Council;

4.2.11. submit proposals to the Authors’ Council on the election of the Board of Directors members and the termination of their powers;

4.2.12. submit suggestions to the Managing Board on the election of the Supervisory Council members and the termination of their powers;

4.2.13. take the initiative on the convene of an ordinary or extraordinary Conference, Managing Board, Authors’ Council and Board of Directors;

4.2.14. affirm the procedure of informing Organization members on its activities, providing reports to rightowners, notifying other interested parties under the current law;

4.2.15. regularly inform Organization members on the current Organization activities;

4.2.16. submit proposals on introducing amendments and additions to the Organization Statute, including its new addition;

4.2.17. submit the Organization annual report draft and fiscal (financial) end year reports and amendments thereto to the Managing Board for approval;

4.2.18. exercise other powers, except for those that fall within the exclusive jurisdiction of other Organization bodies.

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 the Organization reports, the Election Conference shall elect the Auditing Committee of no less than 3 (three) and no more than 7 (seven) members for a six-year term.

The Auditing Committee shall be formed neither from the members of the Organization executive bodies nor from other Organization staff members.

5.2. The Auditing Committee shall elect the President and the Secretary of the Auditing Committee who shall preside at the meetings and sign the Auditing Committee decisions, and terminate their powers ahead of time from its members for its term of office.

5.3. The meeting of the Auditing Committee shall have a quorum if it is attended by more than ½ (one half) 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 shall be convened by the Committee Chair 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 activities shall be held no less than once a year.

5.6. The Auditing Committee jurisdiction shall cover:
– check of the inventory party findings, comparison of the said documents against the data in the books of prime entry;
– analysis of accounting and statistics compliance to the existing regulations;
– validity check of the Organization balance sheets, annual reports, profit and loss accounts, profit appropriation accounts, reporting documents for a local tax office, statistical authorities and bodies of state administration;
– execution of other powers that do not run counter to the present Statute and the current law of the Russian Federation.
At the conclusion of the audit, the Auditing Committee shall issue a final statement containing:
– reliability confirmation with regard to the data in the Organization reports and other financial documents;
– information on infringements in accounting and financial report submission procedures prescribed by the Russian Federation legal acts.

5.7. The Auditing Committee within its jurisdiction shall be entitled to:
– receive any documents and materials inquired by the Committee within its functions and authorities, and necessary for its work, from the Organization governing bodies, its departments and services, divisions, branches and representation offices. The above documents are to be submitted to the Auditing Committee within 5 (five) working days upon the written inquiry;
– demand personal explanations from the Organization staff members, including any society officials, on the issues that lie within the Auditing Committee jurisdiction;
– bring up a question on the responsibility of Organization staff members, including society officials, to the Organization governing bodies, its departments and services, in case of breach of the Russian Federation current legislation provisions and the Organization Statute.
A demand to convene an extraordinary Election Conference shall be signed by all the Auditing Committee members and sent to the Organization Managing Board.

6. THE BOARD OF DIRECTORS

6.1. The Board of Directors (BoD) shall exercise expert, analytical 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 (nine) and no more than 21 (twenty-one) members. The General Director shall form part of the Board of Directors due to his/her position.

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

6.4. The BoD meeting shall be convened by its Chair when there is a need, but no less than once a year. The BoD meeting shall be held in the Organization premises. The BoD meeting date, time and agenda shall be determined by its Chair.

The Board of Directors shall be considered qualified (have a quorum) if it is attended by more than ½ (one half) of its members.

The decisions shall be adopted by a simple majority vote of the BoD members attending the meeting.

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

6.2.1. 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 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 remuneration collected by the Organization;
– the feasibility of establishing the Organization special funds and the deductions of the collected remuneration to be allocated to such funds;
– the improvement of the Organization management structure;
– the feasibility of opening the Organization regional divisions;
– the issues of the Organization financial and economic activities;
– the feasibility of establishing other legal entities by the Organization 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 modifications.

6.2.2. Inquire the General Director on the Organization current activities;

6.2.3. Submit proposals on the expenditures of the special funds for the consideration of the Managing Board;

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

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

6.6. The General Director shall have 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:

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

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

6.2.3. Chair at the BoD meetings;

6.2.4. Represent the BoD before the Organization bodies;

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

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

6.9. On the decision of the General Director, the BoD 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 SUPERVISORY COUNCIL

7.1. The function of the Organization Supervisory Council shall be to monitor the activities of the Organization and its executive bodies, the decisions made by other Organization bodies, the use of the Organization financial resources, the Organization legal compliance to the Russian Federation law and the present Statute.

The exclusive jurisdiction of the Supervisory Council shall cover:
– control of the Organization executive bodies;
– supervision of the Organization financial and economic activities;
– monitoring of expenses made by special funds (if established);
– submit proposals on the expense improvement in the Organization and/or its special funds (if established) for the consideration of the Organization Managing Board.

7.2. The Supervisory Council shall comprise rightowners, representatives of cultural institutions, creative unions, users, the federal executive body that is in charge of legal regulations in the copyright and related rights spheres, federal executive bodies authorized to control (inspect) abidance of the accredited organizations by the legal requirements of the Russian Federation law as well as individuals exercising the powers of the Authors’ Council members. The person exercising the powers of the Organization individual executive body can not be a Supervisory Council member, however, he/she can participate in its meetings with a right of consultative vote. The number of Supervisory Council members shall not be less than 11 (eleven).

7.3. The quantitative and personal composition of the Supervisory Council shall be determined by the decision of the Organization Managing Board. The Supervisory Council term of powers shall be 6 (six) years.

7.4. Candidates for the Supervisory Council membership shall be introduced to the Organization Board consideration by the General Director. Members of the Authors’ Council can not exceed one quarter of the Supervisory Council of the Organization.

7.5. The Supervisory Council shall elect the Chair of the Supervisory Council and his/her Deputy from its members for the term of its powers. The person exercising the powers of the Authors’ Council member can not hold the position of the Supervisory Council Chair.

7.6. The Supervisory Council Chair shall:
– give general advice and leadership to the Supervisory Council;
– report to the Election Conference on the situation in the Organization;
– chair at the Supervisory Council meetings;
– exercise other powers that do not run counter to the Statute and the Current legislation of the Russian Federation.

7.7. The Deputy Supervisory Council Chair shall:
– exercise the functions of a secretary at the Supervisory Council meetings;
– follow the orders of the Supervisory Council Chair;
– exercise other powers that do not run counter to the Statute and the Current legislation of the Russian Federation.

7.8. The powers of a Supervisory Council member can be terminated early, among other reasons due to his/her voluntary withdrawal of authorities upon the Organization Managing Board decision. In case of early leave of a Supervisory Council member, the Organization Managing Board shall take a decision on the appointment of a new Council member to a vacant position as advised by the Supervisory Council Chair or his/her Deputy without reappointment of other Council members in full.

7.9. The Supervisory Council meeting shall be competent if it is attended by more than ½ (one half) of its members. Decisions on the issues within the Supervisory Council jurisdiction shall be adopted by a simple majority vote of the Supervisory Council members attending the meeting.

7.10. The Supervisory Council of the Organization shall exercise its activities on a voluntary basis. The Supervisory Council members are not authorized to be reimbursed for carrying out the functions entrusted on them. The Organization shall not be authorized to pay remuneration to Supervisory Council members, except for the compensation for the expenses directly connected with their work in the Supervisory Council of the Organization.

8. THE STRUCTURE OF THE ORGANIZATION

8.1. The Organization structure comprises regional divisions set up in more than a half of the Russian Federation constituent territories. The Organization shall also have the right to establish branches and representation offices.

8.2. Regional divisions:

8.2.1. Regional divisions shall be created in the Russian Federation constituent territories (republics, territories, regions, federal cities, autonomous regions and autonomous districts) by the decision of the regional division General meeting upon the resolution of the Organization Managing Board if there are more than 3 (three) Organization members in the constituent territory where such a division is to be established. There shall be only one regional division in each constituent territory of the Russian Federation.

8.2.2. The Organization regional divisions shall not be created and act as legal entities. A regional division can acquire the status of a legal entity under the current statutory procedures of the Russian Federation.

8.2.3. The Organization regional divisions shall operate on the basis of the Organization Statute and Regulations on regional divisions approved by the Managing Board decision.

Regional divisions shall have equal rights and bear equal responsibilities among themselves and the Organization, as well as the Organization members affiliated with such divisions shall enjoy equal rights and bear equal duties.

8.2.4. Regional divisions shall be vested Organization property upon the Managing Board decision, and dispose of this property within their jurisdiction. The activities of regional divisions shall be guided by the present Statute and Regulations on regional divisions.

8.2.5. The supreme governing body of a regional division shall be the division General meeting convened by the regional division Meeting or the Organization Managing Board once in 6-year (six) period.

8.2.6. The General meeting of a regional division shall be authorized to consider any issues of the division activities. The exclusive jurisdiction of the General meeting of the Organization regional division shall involve:
– defining the priority areas of the regional division activities;
– election of the Chair and members of the regional division Council for a six-year (six) term and the early termination of their powers;
– election of the regional division Auditing Committee or Auditor for a six-year (six) term and the early termination of their (his/her) powers;
– postmortem of the elected bodies of a regional division;
– approval of annual reports and accounting (financial) reports of a regional division (in case a regional division enjoys the status of a legal entity in conformity with the Russian Federation law);
– appointment of auditing companies or an individual auditor entitled to issue audit reports on the regional division activities (in case a regional division enjoys the status of a legal entity in conformity with the Russian Federation law).

The regional division General meeting shall execute other powers that do not run counter to the present Statute and the current law of the Russian Federation.

8.2.7. The regional division General meeting shall be entitled to make decisions if over a half of the Organization members affiliated with the above division attend it. Decisions on the issues within the exclusive jurisdiction of the division General meeting shall be adopted by a qualified majority of 2/3 (two-thirds) vote of the Organization members affiliated with the regional division and attending the General meeting. Decisions on other issues shall be adopted by a simple majority of votes of the Organization members affiliated with the regional division and attending the General meeting. The voting mode shall be determined by the regional division General meeting.

8.2.8. The extraordinary General meeting of a regional division can be summoned on the initiative of the regional division Council, Chair, the Organization Managing Board or on the written demand of no less than 1/3 (one-third) of the Organization members affiliated with the above division.

8.2.9. The regional division General meeting decisions can be taken without holding an actual meeting by virtue of absentee voting (by interview), except for the decisions made on the issues of the exclusive jurisdiction provided for in the current law of the Russian Federation.

Such voting can be carried out via document exchange by post, telegraph, teletype, telephone, e-mail or any other way of connection ensuring authenticity of messages sent and received as well as their documentary proof.

The order of absentee voting shall be determined in the Organization Statute providing for the regional division Chair obligation to inform the Organization members affiliated with the above division no later than 20 (twenty) days in advance on the event agenda, bring all necessary information and materials to the attention of members before the voting, give an opportunity to introduce new points into the agenda no later than 10 (ten) days before the General meeting date as well as give sight of the amended agenda and term of vote termination to the delegates no later than 5 (five) days before the voting.

The absentee voting minutes shall be drafted under the requirements of the Russian Federation current law and signed by the members of the body that initiated the extraordinary regional division General meeting, or by persons appointed by that body.

8.2.10. The regional division Council shall be in charge of its activities in the period between General meetings. The Council is a permanent governing collegial elective body of a regional division, elected at the regional division General meeting for a 6-year (six) term.

The Council meetings shall be held when required, but at least once a year. The Council decisions shall be taken by a simple majority of votes of the Council members via open ballot, if more than a half of its members attend the meeting.

The regional division Council shall exercise the general management of the Organization regional division.

8.2.11. The regional division Council shall:
– convene the regional division General meeting, define its agenda, time and venue;
– exercise the rights and responsibilities of a legal entity on behalf of a regional division, if the latter was officially registered as such in compliance with the current law of the Russian Federation;
– organize and monitor the implementation of the decisions taken by the regional division General meeting, Authors’ Council and the Managing Board of the Organization;
– submit applications from the persons interested in the Organization membership to the Managing Board;
– execute other powers that do not run counter to the present Statute and the current law of the Russian Federation.

8.2.12. The regional division Council shall be accountable to the regional division General meeting.

8.2.13. The regional division Chair shall be elected at the General meeting and approved by the Organization Managing Board decision for a 6-year (six) term.

8.2.14. The regional division Chair (the sole regional division executive body) shall:
– represent the regional division interests in government bodies and public associations; in case of regional division state registration act on its behalf without power of attorney;
– be a member of the regional division Council due to his/her position;
– convene the regional division Council;
– define the topics suggested for the regional division Council consideration, sign the regional division documents;
– execute other powers within the management of the current regional division activities beyond the jurisdiction of the General meeting and the regional division Council.

8.2.15. A regional division Auditing Committee consisting of no fewer than 2 (two) persons or a division Auditor shall be elected for a 6-year (six) term by the decision of the regional division General meeting depending on the number of members affiliated to the Organization division. The Auditing Committee Chair and secretary shall be elected at the Committee meeting from its members by a simple majority of votes for the Auditing Committee term of powers. The Auditing Committee shall be entitled to re-elect its Chair and secretary at any time by a simple majority of votes of the whole number of Committee members.

8.2.16. The regional division Auditing Committee Chair shall:
– administer the work of the regional division Auditing Committee;
– sign documents on behalf of the regional division Auditing Committee;
– execute other powers that do not run counter to the present Statute and the current legislation of the Russian Federation.

8.2.17. The regional division Auditing Committee secretary shall:
– take minutes of the regional division Auditing Committee meeting and count votes at elections;
– execute other powers that do not run counter to the present Statute and the current legislation of the Russian Federation.

8.2.18. The regional division Auditing Committee (Auditor) shall be the monitoring and auditing body of the division, exercise supervision of its financial and economic activities, make the annual audit of the financial and economic activities of a regional division.

The Auditing Committee jurisdiction comprises:
– the audit of the financial and economic documents of the Organization regional division, check of the inventory party findings, comparison of the said documents against the data in the books of prime entry;
– analysis of accounting and statistics compliance to the existing regulations.
At the conclusion of the audit of the financial and economic activities of the Organization regional division, the division Auditing Committee (Auditor) shall issue a final statement containing:
– reliability confirmation with regard to the data in the regional division reports and other financial documents;
– information on infringements in accounting and financial report submission procedures prescribed by the Russian Federation legal acts.

Members of the regional division Council and its Chair can not be members of the regional division Auditing Committee.

8.3. The branch offices and representations of the Organization:

8.4. The branch offices and representations shall be separate subdivisions of the Organization, they shall not be legal entities. The head of branch office or representation shall be appointed by the Organization Managing Board and act by virtue of the power of attorney given by the General Director. They shall be entitled to own the Organization property and act on the basis of Regulations on a branch office, representation, affirmed by the Organization Managing Board.

9. THE ORGANIZATION FUNDS AND ASSETS

9.1. The Organization can own land property, buildings, constructions, facilities, housing stock, transport, equipment, fixtures, assets for cultural, educational and health-care purposes, cash resources in roubles and foreign currency, shares, securities and other assets necessary to provide for the material needs of the Organization activities.

The Organization may also own institutions, publishing houses, mass media entities created and acquired at the expense of the Organization basing on its statutory objectives.

The Organization shall have the right to take possession 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 Organization assets in monetary and other terms shall be created from the following sources:

9.2.1. Deductions for the Organization maintenance and implementation of its statutory activities (to cover the Organization costs of royalty collections, distribution and payment, performance of other statutory functions) withheld from remuneration collected in favor of rightowners;

9.2.2. Trust funds withheld from the remuneration collected in favor of rightowners and forwarded to special funds, if established by the Organization;

9.2.3. Assets transferred to the Organization by its members;

9.2.4. Income received by the Organization from 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;

9.2.5. 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;

9.2.6. Membership fees;

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

9.2.8. Voluntary contributions in assets and donations;

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

9.3. Assets received by the Organization in accordance with the provisions of the present Statute shall be the Organization property. Regional divisions shall own the Organization property on the basis of operational management.

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

9.5. The membership fee shall be paid by the Organization member as a lump sum in the amount of 100 (one hundred) roubles when joining the Organization by a non-cash transfer to the Organization settlement account.

9.6. By the decision of the Managing Board, the Organization can set up special funds intended for social, charitable, cultural, educational and other socially beneficial purposes on behalf of rightowners represented by the Organization.

9.7. Deductions to special funds established by the Organization shall constitute the amount not exceeding the one prescribed by the Russian Federation law from remuneration collected in favor of rightowners within the Organization collective management activities on the territory of the Russian Federation.

9.8. 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 and other target funds received by the Organization for the above activities.

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

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

10. REORGANIZATION AND TERMINATION OF ACTIVITY

10.1. The Organization can be liquidated in conformity with the Russian Federation law.

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

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

10.4. The Election Conference of the Organization that took a decision on its liquidation shall appoint a liquidation commission (liquidator) and determine the procedure and schedule of the Organization liquidation in accordance with the Russian Federation 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 its liquidation. The liquidation commission shall be charged with carrying into effect the decisions on remuneration distribution and payment taken by the Election Conference.

10.5. Upon the satisfaction of creditors’ claims, the assets left following the Organization liquidation 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.

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

10.7. 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.

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

10.9. The Organization can also be reorganized on the basis of the Election Conference relevant decision under the Russian Federation current law. In the act of reorganization, all the Organization documents (procedural, regulatory, financial, economic, staff-related and others) shall be transferred to the legal successor.

10.10. The Organization Managing Board shall take the decision on the regional division liquidation, appointment of a liquidation commission (liquidator), approval of liquidation balance when terminating the activities of a regional division with a status of legal entity in conformity with the Russian Federation law.

11. INTRODUCTION OF AMENDMENTS TO THE STATUTE

11.1. The introduction of amendments or additions to the Organization Statute shall be executed by the Election Conference decision of 2/3 (two-thirds) vote of the delegates attending the Conference. The question of introducing amendments or additions to the Organization Statute shall be suggested for the Conference consideration on the initiative of the Managing Board or of no less than 1/3 (one-third) of the Organization members. Amendments or additions to the Organization Statute shall be subject to state registration within the procedures and terms prescribed by the Russian Federation law.

12. INTERNATIONAL RELATIONS

12.1. The Organization can enter international public associations, acquire rights and incur obligations corresponding to the status of the above international public associations, maintain international relations and contacts, sign contracts with foreign non-profit unions.

12.2. The Organization can set up its own structural subdivisions in foreign countries basing on universally recognized principles and norms of international law, international treaties of the Russian Federation and the current legislations of foreign countries.