Translation from Romanian
ORDA GOVERNMENT OF ROMANIA
ROMANIAN COPYRIGHT OFFICE
91-93 Calea Victoriei, 2nd floor, 1st District, 010067 – BUCHAREST; Phone/Fax no.: 021.317.50.70; Public relations: Phone no. 021.311.52.51
RG II/INT/5039/March 8th, 2011 – RG II/IES/5039/March 17th, 2011
for the amendment of CREDIDAM’s (The ROMANIAN CENTER for PERFORMERS’ RIGHTS MANAGEMENT) Articles of Association as a Collective Management Organization
Under art. 127, paragraph 3) of Law no. 8/1996 on copyright and related rights with subsequent amendments and supplements, we hereby certify the Articles of Association’s amendment draft as submitted to the Romanian Copyright Office through Letter no. RGII/INT/5039/March 8th, 2011 by the Collective Management Organization CREDIDAM (The ROMANIAN CENTER for PERFORMERS’ RIGHTS MANAGEMENT), as established by the Decision of O.R.D.A. General Manager under no. 4/March 24th, 1997.
In accordance with the provisions of art. 127, paragraph 3) of Law no. 8/1996 on copyright and related rights, with subsequent amendments and supplements, the Articles of Association draft shall be submitted in Court in order for the amendments to be registered under penalty of the provisions of art. 127, paragraph 4) on the previously mentioned law.
The certified Articles of Association draft has O.R.D.A.’s seal on every page.
GENERAL MANAGER Seal: CREDIDAM
Illegible signature Reg. No. 4053
Seal of ORDA (Romanian Copyright Office) Date: March, 18th, 2011
Doru Adrian PAUNESCU
Centrul Român pentru Administrarea Drepturilor Artiștilor Interpreți CREDIDAM
The Romanian Center for Performers’ Rights Management
15-17 Jules Michelet Street, 2nd floor, apt. 11, 1st District; Bucharest, Romania; 010462 SIMTEX-OC
Phone no.: (+4021) 307.92.00; 307.92.01; 037.2723.146/147/148; Fax no.: (+0421) 318.58.13 ISO 9001 REGISTERED C.3278.1
E-mail: email@example.com Web: www.credidam.ro
Personal Data Operator no. 8338
Reg. no. 2407 / February 24th, 2011
This document was requested for authentication:
ARTICLES OF ASSOCIATION OF THE
ROMANIAN CENTRE FOR PERFORMERS’
According to the provisions of Ordinance no. 26/31.01.2000 on associations and foundations, with subsequent amendments and supplements, and of Law no. 8/1996 on copyright and related rights, CREDIDAM Articles of Association are replaced by these ARTICLES OF ASSOCIATION that include all the changes determined by the legislation in force.
Art. 1. Name of the Association
(1) The name of the Association is The Romanian Centre for Performers’ Rights Management – CREDIDAM. The name “CREDIDAM” is an OSIM (State Office for Inventions and Trademarks) registered trademark under no. 39528 / February 19th, 1999, renewed on February 19th, 2009.
(2) All the acts, announcements, advertising means and other documents of the association shall bear this name.
(3) It shall have its own seal (stamp) and logo.
Art. 2. Legal status – Duration
(1) CREDIDAM Association is a Romanian private legal entity, without patrimonial scope, created on the will of the associates, for an undetermined period of time, registered in the Bucharest 1st District Court of Law, in the Register of the Associations and Foundations, having legal personality under the Civil Judgment no. 207/September 19th, 1996.
(2) At the beginning, the Association was established with 39 founding members.
(3) The Association is exclusively composed of natural persons that have acquired the “association member” status under the conditions provided by law and by these articles of association.
Art. 3. Registered office of the Association
(1) The registered office of the Association is in Bucharest, 15-17 Jules Michelet Street, 2nd floor, apart. 11, 1st district, postal code: 010462. Based on the decision of the Board of Directors, the registered office of the Association may be moved anywhere else in Romania.
AEPO-ARTIS HJ 207/September 19th, ’96 C.I.F. RO9089320 SCAPR
RO27 INGB 0001 0001 5293 8983 – ING BANK RO11 RNCB 0090 0005 0914 0001 – BCR LIPSCANI
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(2) CREDIDAM may establish subsidiaries, offices, agencies or representative offices on all the Romanian territory, according to the needs determined by its activities purpose and objectives, based on the simple decision of the Board of Directors.
(3) CREDIDAM may establish offices or other representation structures also in other countries, based on the decision of the Board of Directors.
(4) The Association may open branches:
a) in Cluj – for Transylvania area;
b) in Constanţa – for Muntenia-Oltenia and Dobrogea area;
c) in Iaşi – for Moldova area
and 12 subsidiaries (in Arad, Bacău, Botoşani, Braşov, Craiova, Giurgiu, Oradea, Piteşti, Ploieşti, Sibiu, Timişoara, Tg. Mureş).
Art. 4. Patrimony of the Association
(1) The initial patrimony of the Association is of RON 110.000.
(2) The Association’s patrimony is composed of the adhesion taxes paid-up by the artists when signing the adhesion act. At the same time, the patrimony may also be composed of donations, legacies and gifts that might be received by the association.
(3) The patrimony is made of fixed assets, movable and immovable properties acquired by the association and cannot be encumbered with debts or other personal obligations of the members.
Art. 5. Field and object of activity of the association
(1) CREDIDAM is a collective management organization which object of activity is collecting and distributing the remunerations payable to the right holders, the performers, both Romanians and foreigners, whose performances are used on the Romanian territory.
(2) CREDIDAM is opened to all the holders of rights related to copyright, both Romanian citizens and residents in Romania or in other countries, as well as foreign citizens.
(3) CREDIDAM defends the patrimonial rights of the related rights’ holders, i.e. of performers.
(4) CREDIDAM provides specialized assistance before the legal and fiscal authorities, in order to defend both the interests and rights of its members, as well as the collective interests, with the purpose of observing the provisions of Law no. 8/1996 on copyright and related rights, with subsequent amendments and supplements.
Art. 6. Activities of the association
(1) CREDIDAM performs the following activities according to the in force legislation and to these articles of association, in view of accomplishing the purpose it was created for:
in its capacity as sole collector, it collects and distributes the remunerations due by the users to the performers, as well as for other categories of holders;
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it grants the users non-exclusive licenses in order to authorize the use of performers’ performances in exchange of a remuneration;
it elaborates and negotiates with the users the methodologies for the remunerations they due to the performers;
it represents the interests of its members within the scope and the purpose of its object of activity, both on the Romanian territory and abroad by concluding representation agreements with similar organizations from abroad;
it offers specialized assistance to the rights holders and represents them during the legal procedures regarding the association’s purpose and object of activity;
it requests and receives information and essential documents from the users to determine the amount of the remunerations they collect and to distribute the collected amounts;
it may initiate and perform any other actions aimed at ensuring the protection or the promotion of the related rights holders’ interests that they represent, within the limits of the granted mandate;
it can initiate and organize projects and programs or social and cultural actions in the interest of its own members, as well as in view of promoting the authentic Romanian cultural values;
it establishes and concludes protocols with the other collective management organizations on the percentage of the remunerations distribution due to the performers, the sole collector and the method for emphasizing and justifying the expenses on the real covering of the collecting costs incurred by the sole collector management organization;
by exercising its duties, CREDIDAM treats equally all the artistic performances that are part of the association’s repertory and all the rights holders, members of CREDIDAM, or persons that it committed to represent;
by the request of its members, CREDIDAM guarantees the access to detailed information and documents regarding the amounts distributed during the last 12 months, the origin, the calculation method for the rights and the applied deductions, as well as the control for establishing whether they coincide with the provisions of the distribution regulation approved by the General Assembly.
CREDIDAM takes to Court any natural or legal person which owes remunerations to the performers represented by it or for which it acts on the basis of a legally extended mandate (according to art. 1231 paragraph 2 of Law no. 8/1996.)
(2) The rights that are the object of CREDIDAM’s compulsory collective management according to the provisions of art. 1231 are the following:
a) the right to compensatory remuneration for private copying;
the right to equitable remuneration for the public rental mentioned in article 14, index 4, paragraph 2;
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the right to broadcast the music performances;
the right to public communication of the audiovisual performances, except for the public projection of the cinema performances;
the right to equitable remuneration acknowledged for the performers, for the public communication and the broadcasting of the phonograms or of their reproductions;
the right to cable retransmission.
(3) CREDIDAM represents these rights also for the right holders that have not empowered it.
(4) On the express request of the members, CREDIDAM can manage collectively under the conditions of these articles of association, of the granted power of attorney and of the repertory declared by the right holders and in compliance with the provisions of article 1232 the following rights:
the right to reproduce the music performances recorded on phonograms or videograms;
the right to rent, except for the case provided in article 123, index 1, paragraph 1, letter “b”;
the right to public communication of the audiovisual artistic performances;
the right to equitable remuneration resulted from the cession of the renting right provided in article 111, index 1, paragraph 1.
(5) CREDIDAM will draw up methodologies within the limit of the managed repertory for these categories.
Art. 7. CREDIDAM repertory
(1) CREDIDAM repertory means all the performances or executions previously fixed or broadcasted, managed by the collective management organization for its own members, for the members of foreign similar organizations based on the representation contracts, as well as for the right holders that have not empowered CREDIDAM to act referring to the rights that are the object of the compulsory collective management.
(2) The artistic performances that determine the payment of remunerations are the following:
a) artistic direction of certain shows, except for movie direction;
b) presiding concerts and music shows of any kind;
c) roles in shows and theatre, opera, pantomime, marionettes, puppets, dance, varieties, circus or entertainment broadcastings, as well as in any other performance manner of a literary or artistic work;
d) main, secondary and episodic roles in audiovisual performances;
e) literary and/or music recitals;
f) interpretation and performance of vocal or instrumental scores in music shows or broadcastings, irrespective of the type, as well as in any other shows;
g) interpretation and performance of choreographic operas or moments, irrespective of the type;
h) circus and acrobatics performances.
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(3) The protected repertory of each member is constituted within maximum 30 days after the right holder interpreted or performed such artistic performance.
(4) If CREDIDAM’s member fails to submit the repertory that is to be protected, CREDIDAM is exonerated of responsibility before the latter.
(5) The CREDIDAM repertory is permanently updated based on the repertory statements made either online or in writing on paper under private signature, by the Romanian and foreign right holders, as well as according to the information received from the users, as certified by the right holders thorugh their signature.
Art. 8. Receiving, losing and giving up to CREDIDIAM membership
Any natural person who owns related rights can become a CREDIDAM member.
(2) The association is open for any performers that justify their artistic activity in the field of related rights, if they aggregately accomplish the following criteria:
a) to be an actor, singer, musician, dancer or any other person presenting, singing, dancing, reciting, declaiming, playing, performing, directing, conducting or executing in any other manner a literary or artistic work, a show of any type, including a folkloric, variety, circus or marionettes show;
b) to show a copy of an audio or video format cover in the legal trade circuit of this type of goods or documents mentioning the participation to an audio or audiovisual recording.
c) not to cession the audiovisual patrimonial rights.
(3) The membership is obtained from the moments when the related rights holder submits to CREDIDAM the complete file containing all documents that are provided for in the registration procedure to be found on www.credidam.ro and at the CREDIDAM registered office.
(4) It grants the associate the right to participate in the social life of the association and to enjoy the equal treatment.
(5) The management empowerment (the adhesion act) will include the member’s commitment to observe Governmental dispositions and to take no act that could affect the association, association’s image or its members, as well as the option for collective management of the rights susceptible of being managed collectively.
(6) Each CREDIDAM member commits to pay the adhesion fee to the association when signing the management empowerment (the adhesion act).
(7) This adhesion fee shall be established by the Board of Directors.
(8) The membership is not transmissible.
(9) The documents issued by the association for its underage member are on his/her name and the management empowerment shall be countersigned by one of his/her parents or legal representatives (legal guardian, guardian, etc), all based on justifying documents.
(10) The membership may be lost in the following circumstances:
a) By request (giving up)
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1. The written giving up petition is made at least 6 months before the end of the calendar year, presents the reasons and comes into force starting with January the 1st, next year.
2. If the 6 month period of time is not observed, it causes the automatic extension of the management empowerment by another year.
b) Ceases of right
1. When the CREDIDAM member becomes a member of another collective management organization from abroad with the same object of activity, or concludes with it a representation contract.
2. When after a final and irrevocable Judgment he/she is sentenced for one of the facts provided and punished by Law no. 8/1996.
3. When the CREDIDAM member dies.
3.1. If a member dies, the remunerations will continue to be paid-up in the account of the rightful recipient, until they are over, observing the provisions of Law no. 8/1996, and being subsequently cashed by the legal inheritors and/or by the universal legatees of the deceased.
3.2. The identification of the inheritors as well as the death proof will be made with the help of the inheritance certificate and of the death certificate, within maximum 3 years after the death, for the category of compulsory collectively managed rights, and within maximum 6 months for the category of facultative managed rights.
3.3 If there are no legal inheritors, CREDIDAM exercises these rights, observing the provisions of Law no. 8/1996 and of the Civil Code.
(11) The revenues due to the members whose status has rightfully ceased will continue to be received by the association that will distribute them to the legal beneficiaries, until they are drained. The management quota (management fee) shall be deducted from the distributed amounts.
Rights and obligations of CREDIDAM members:
to participate in and to exercise the right to vote in the General Assembly, taking into account the provisions of article 129, paragraph 2, corroborated with the provisions of article 99, paragraph 2 of the law;
to elect and to be elected in CREDIDAM direction bodies and commissions;
to empower CREDIDAM for managing the rights he/she is entitled to from the exploitation of the artistic performances whose rightful holder he/she is, within the limits and under the conditions established in the management empowerment and by the law;
to make a written statement under private signature and under the punishment of the provisions of article 292 in the Criminal Code (on forgery and use of forgery) on the artistic performances whose rightful owner he/she is and to provide CREDIDAM all the information it needs in view of drawing up the protected repertory, keeping a record of these performances as well as managing the accruing rights;
to inform CREDIDAM in writing, within 30 days, on the conclusion of any rights cession agreement that could encumber the patrimonial rights managed by CREDIDAM. Otherwise, CREDIDAM is not responsible for the possible affects on the related rights of the artists or for the presumable prejudices brought to right holders or third parties;
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to provide all the documents that CREDIDAM needs in order to permanently update the repertory;
to communicate to CREDIDAM in writing, under private signature, any relevant information, useful and necessary for accomplishing in good conditions the management empowerment granted by the right holder;
to notify CREDIDAM within 6 months his/her intention to give up on the membership;
not to engage in activities that might cause material and image damages to CREDIDAM by breaching repeatedly and with dishonesty CREDIDAM’s articles of association, the management empowerment and the use of CREDIDAM trademark for other purposes, except any specification regarding the CREDIDAM membership, under the penalty of exclusion;
to observe its obligations undertaken by signing the management empowerment (the adhesion act), inclusive of paying the adhesion fee;
to observe the decisions of the General Assembly;
to request in writing and to receive in due time and with promptitude any information and data on the management of its own rights, being forced to keep confidential the provided data, under criminal or civil individual punishment, as the case may be, in case of infringing these data confidentiality;
to receive at the beginning of the new fiscal year the proof of income accruing for the previous fiscal year;
to communicate within 15 days any modification in the civil status data (e.g. marriage, divorce), any change in the domicile, the workplace, the identity card, the bank account, etc. If the lack of such data leads to additional costs for the association or if the association is prevented from exercising its mandate, the member is subject to exclusion. In case of death, the inheritors are obliged to communicate this fact to the association, in the shortest term, and to show the inheritance certificate and the death certificate in accordance with the provisions of article 3.2.
(2) The association is not liable for the possible incidents appeared because the changes were communicated with delay or were not communicated at all, according to the above mentioned provisions.
Art. 10. CREDIDAM revenues
The revenues of the association proceed from:
the adhesion fee;
amounts resulting from compensations or obtained as restitution for damages by CREDIDAM as legal person (other than the restitutions for damages due to the right holders);
donations and any other liberalities consented by third parties towards CREDIDAM, either by inter vivos acts or upon death;
subsidies and sponsorships for the activities, the projects and the programs initiated or developed by CREDIDAM;
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interests from investing the available amounts of money under legal conditions (they have nothing to do with the interests due to the right holders);
other revenues provided by the law;
revenues from direct economic activities;
dividends of the companies established by the association.
The association may establish companies.
The dividends obtained by the association from these companies’ activities, if not reinvested in the same commercial activities, they must be used for accomplishing the purpose of the association.
The association may perform any direct economic activities if they have accessory features and are tightly bonded to the main purpose of the legal person.
Art. 11. Organization and operation of the association
The bodies of the association are as follows:
The General Assembly;
The Board of Directors;
The Supervisory Committee;
The General Assembly is the supreme management organization composed of all the
(1) The General Assembly is directed by a presidium made of 5 persons elected by the open vote of the General Assembly before the meeting. The presidium chooses the president of the meeting who will conduct the discussions of the General Assembly. The debates during the meeting are written down in the minutes of the meeting and signed by the meeting secretariat of the General Assembly of the Associates (GAA) made of two chosen members.
(2) The General Assembly usually reunites once a year in ordinary meetings or any time it is necessary, in extraordinary meetings.
The Board of Directors summons the meetings 30 days prior to the established date and communicates them by public announcements in a newspaper with large circulation and on the association’s web page.
The General Assembly is statutory constituted and takes valid decisions with the open vote of one half plus one (50%+1) of the association members. The election of members in the Board of Directors as well as in committees shall be made by open vote subject to written requests validated by the Board of Directors, which are submitted within 45 days before the GAA date having elections on the agenda.
Each rights holder who has empowered the association has the right to a vote within the general assembly. The performers that have participated in a collective interpretation or performance of an artistic performance have the right to a single vote within the general assembly, by its appointed representative, according to the procedure provided in article 99, paragraph 2 of the law and also in these articles of association.
(6) The representative is appointed in writing with the approval of the group members’ majority. The group members are responsible for appointing the representative. If he/she fails to show an evidence of this fact, the representative cannot be granted the right to vote within the general assembly on behalf of the group.
(7) The General Assembly’s decisions on dissolving the association or changing its social purpose can be made with at least 2/3 of the total number of the associates.
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GAA Decisions can also be voted based on ballots signed by the rights holder.
(8) If after the first summon the quorum is not reached, the Board of Directors will summon a second meeting of the General Assembly that will take place within maximum 15 days as of the date of the first summon.
(9) During the second summon the General Assembly statutory carries out its activity and makes valid decisions with a half plus one the number of the present members.
(10) The summon must include the place, the date, the time the General Assembly is to be held, as well as the agenda of the day.
(11) All the other documents that are to be discussed within the General Assembly can be consulted by any member at CREDIDAM registered office, thirty days prior to the date the General Assembly was summoned, confidentially, by a written request approved by the General Manager, and the access to personal data of CREDIDAM’s employees being limited.
(12) In exercising its competence, the General Assembly:
a) establishes the association’s strategy and general objectives;
b) chooses and revokes the members of the Board of Directors and of the committees;
c) approves the revenues and expenses budget, the balance sheet, the yearly report of the Supervisory Committee and the yearly account;
d) grants a discharge for the financial management of the General Manager;
e) chooses and revokes the Supervisory Committee’s members;
e) modifies the Memorandum and the Articles of Association;
f) decides on the methods of summoning the General Assembly, of the presence quorum for the validity of the meetings, of the vote quorum for making the decisions and on the voting means, also taking into account the provisions of article 129, paragraph 2 of Law no. 8/1996;
g) establishes the fee (management quota) due by the right holders who are CREDIDAM members in order to cover the operation expenses, as well as the fee due to the collective management organization that is a sole collector, on the proposal of the Board of Directors;
h) decides on the dissolution and the liquidation of the association, establishing the destination of the goods remaining after the liquidation;
i) approves the distribution norms and criteria provided in article 18 II, point 3.1.2. on the proposal of the general Administrator, with the notification of the Board of Directors;
j) decides yearly on the destination of the non-distributed or unclaimed amounts, on the proposal of the general Administrator and certified by the Supervisory Committee;
k) establishes the amount of the meeting allowance for the members of the Board of Directors and of the Supervisory Committee;
l) approves the yearly activity report of the general Manager and of the Board of Directors, of the Supervisory Committee, of the Special Permanent Committee regarding access to information, the yearly report, the Financial Report, the revenues and expenses budget;
m) decides on movable and immovable issues;
n) appoints the association’s representatives who have the right to represent it in front of the judiciary and fiscal bodies for solving any problems on the management and life of the association;
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o) establishes the criteria on which the general Manager, with the approval of the Board of Directors, invests and manages the social funds exclusively in the interest of the correct management of CREDIDAM patrimony;
p) exercises any other duties and objectives.
(13) The decisions made by the General Assembly within the limits of the law and of the articles of association are compulsory even for the members that have not participated in the General Assembly or have voted against.
(1) The Board of Directors supervises the implementation of the General Assembly decisions and coordinates CREDIDAM activity between General Assemblies.
The Board of Directors is composed of 5-9 members chosen by the General Assembly for 4 year period of time and can be reelected.
The members of the Board of Directors can also be changed yearly, to a maximum level of half of their total number.
The members of the Board of Directors that cease their activity within the board during their mandate can be replaced by delegated members appointed on the Board of Directors decision; they are accredited until the nomination of the permanent member by the next General Assembly.
The members of the Board of Directors must be CREDIDAM members.
Each member of the Board of Directors is entitled to one vote.
He can delegate another member of the Board of Directors, by a power of attorney to participate in the works and discussions of the Board of Directors, having the obligation to mention in the power of attorney the limitations imposed to his attorney.
No member of the Board of Directors is allowed to hold more than one power of attorney for the discussions of one meeting.
The Board of Directors reunites and carries on its activity once every three months or any time it is necessary, by the request of the general Manager. The summoning is made by phone or by e-mail.
It is statutory reunited and may validly decide in the presence of a half plus one (50%+1) of its members, with the vote of the simple majority of the present members. In the case of a tie vote, the vote of the President of the Board of Directors is final.
The discussions of the Board of Directors are written down in a minutes of the Meeting, signed by all the present members.
The members of the Board of Directors that participate to the works receive a meeting allowance.
The Board of Directors is composed of:
During the first meeting after the General Assembly for elections, the members of
the Board of Directors appoints among them the president and the three vice-presidents.
The appointed President directs the meetings of the Board of Directors for a two years period and he can be reelected.
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The vice-presidents carry on their activity in the territorial subsidiaries of the association and are responsible for implementing on regional level the decisions of the General Assembly and of the Board of Directors.
The vice-presidents organize and are responsible for the branches’ activity in the geographical area established by the General Assembly.
The vice-presidents supervise on regional level the observance of the legal provisions on the related rights.
The vice-presidents participate in the General Assemblies and in the meetings of the Board of Directors.
The vice-presidents manage, guarantee and are responsible for the operation in good conditions of the association’s patrimony, entrusted to the branch.
The vice-presidents may collect the management empowerments (adhesion acts) and the time-sheets on the territory of the respective branch and of the respective subsidiaries.
The vice-presidents are responsible for updating the data basis on the territory of the respective branch and the accruing subsidiaries and are obliged to send them immediately to the association’s central data basis.
(23) The vice-presidents represent the association on local level in front of the public authorities and of third parties.
(24) The general Manager (the general manager) participates in the reunions of the Board of Directors, with no right to vote.
(25) In exercising its competence, the Board of Directors:
a) approves the activity report on the previous period, so it can be presented to the Board of Directors by the general Manager, the balance sheet, the revenues and expenses budget project, the annual report of the supervisory committee, the annual account;
b) establishes the boundaries for the general Manager in view of concluding judicial acts in the name and on behalf of the association;
c) approves the association’s flow chart and staff politics, proposed and drawn up by the general Manager;
d) hires the general Manager according to the provisions of the Labor Code;
e) summons the General Assembly of CREDIDAM members;
f) ensures CREDIDAM activity coordination between the general assemblies;
approves the empowering of other persons to represent CREDIDAM in public manifestations and negotiations together with the general Manager;
establishes the adhesion fee based on the proposal made by the general Manager;
decides on the exclusion of CREDIDAM members for not having accomplished the obligations in the articles of association, based on the report drawn up by the general Manager;
j) approves the distribution norms and criteria, as well as the regulation on the not distributed or unclaimed amounts, drawn up by the general Manager in order to be validated by the General Assembly;
k) approves the regulation for creating and awarding CREDIDAM prizes;
l) exercises any other duties established by the General Assembly;
m) approves for the change in the association’s registered office, when necessary;
n) decides for the payment in installments of the remunerations due by the users, upon their request;
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o) exercises any other duties and objectives between the general assemblies of the association.
(16) In exercising its duties, the Board of Directors issues decisions.
The Supervisory Committee
The Supervisory Committee controls CREDIDAM economic and financial management, both concerning its own revenues and the collection and distribution method of the amounts corresponding to the related rights entrusted for collective management, according to the provisions of the articles of association, and also draws up a report at the end of the fiscal year that it presents to the General Assembly. The Supervisory Committee or the authorized supervisor may also draw up during the year preliminary reports on the economic and financial status of the association or on certain issues.
The Supervisory Committee is composed of three members, out of which two are elected by the General Assembly for a four year period of time. The third member of the Supervisory Committee is a certified accountant or a chartered accountant, according to the law, and validated by the GAA (General Assembly of the Associates).
The members of the committee can receive an annual allowance which amount is established by the General Assembly.
The members mandate may be renewed.
Neither the relatives nor the in-laws of the President or of the Board of Directors’ members nor the members of the Board of Directors can be internal auditors, up to the fourth degree inclusively.
In exercising its competence, the Supervisory Committee has the following duties:
verifies the management method of the association’s patrimony;
draws up reports and presents them to the General Assembly;
can participate in the meetings of the Board of Directors, with no right to vote;
exercises any other duties provided by the Articles of Association or established by the General Assembly.
Art. 12. The General Manager (the general manager)
The executive management of CREDIDAM is exercised by a general manager (general manager) appointed by the Board of Directors and hired according to the provisions of the Labor Code.
The general manager is responsible in front of the General Assembly for his activity.
The general manager has the following duties:
manages CREDIDAM current activities;
engages CREDIDAM by its signature in relationships with third parties within the limits established by the in force normative acts, according to the statutory provisions and decisions of the Board of Directors;
concludes or terminates contracts related to the association’s object of activity;
represents CREDIDAM in front of the members and of third parties;
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establishes the delegations for negotiations in view of establishing the related rights;
approves the management empowerment of the new members enrolled in CREDIDAM;
decides to attract specialists in the negotiation procedures of the related rights and of other issues connected with the association’s purposes;
represents the association in front of the courts of justice and can hire specialists who support the requests or the fiscal and judicial defenses the association is interested in, in the name and on behalf of the association;
approves the expenses, inclusive of the investment expenses, except for those that fall under the exclusive competence of the General Assembly;
solves all the misunderstandings inside the association according to the decisions of the Board of Directors;
hires the employees of CREDIDAM according to the request and complying with the corresponding legislation;
cancels the individual labor contracts of the association’s employees;
appoints and revokes CREDIDAM departments’ chiefs;
can delegate his duties to the departments chiefs in order to accomplish the decisions of the Board of Directors;
signs the financial and accounting documents of CREDIDAM according to the list of positions and to the duties of the employees or of CREDIDAM departments’ chiefs;
notifies the Board of Directors on CREDIDAM departments’ activity and on the accomplishment of the objectives established by the Board of Directors;
guides and coordinates the aggregate collection and distribution activities as well as the administrative activities;
proposes for approval of the Board of Directors the distribution norms and criteria provided in article 18 II, point 3.1.2.;
decides on any other measures within the limits of the in force legal provisions;
promotes, rewards and punishes the employees;
applies disciplinary punishments to the association’s employees in accordance with the labor law;
offers adequate conditions for the employees and the association’s cooperators to normally perform their activity;
concludes protocols with the other management organizations that activate in copyright and related rights field;
participates in the internal and international conferences and represents the association in front of the international organizations;
establishes the official delegations for negotiations and for meetings in the country and abroad;
coordinates the activity of CREDIDAM territorial structures and directly manages the activity of CREDIDAM departments;
exercises any other duties that could ensure CREDIDAM operation in good conditions.
In exercising its duties, the general manager (the general manager) issues dispositions.
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Art. 13. Special departments of the association
(1) In view of accomplishing the purpose and objectives established by these articles of association, the following departments are established:
The Legal and International Relations Department
The Accounting Department
The Databases Distribution and Management Department
The Collection Department
The Public Relations and Secretariat Department.
(2) The departments shall function according to CREDIDAM organization chart approved by the Board of Directors.
(3) The employees shall perform their activity inside the departments according to the job descriptions and to the Labor Code.
Art. 14. Specialty Committee
(1) The Specialty Committee is composed of representatives chosen among CREDIDAM members, important personalities in the field of performing arts, whose professional probity and moral tone are notorious in the audio and audiovisual fields, such as: actors, traditional music, pop music (pop, rock, dance, folk music, jazz etc.), classic music, ballerinas, etc.
(2) The Specialty Committee operates in parallel with the Board of Directors, is coordinated by the General Manager and has to examine the specific issues (methods of distributing the collected remunerations). The decisions of the Specialty Committee on the specific issues are analyzed together with the Board of Directors during the common meetings.
(3) The members of the Specialty Committee can be granted a meeting allowance which amount is established by the Board of Directors.
(4) The Specialty Committee is composed of:
3 representatives of the actors;
1 representative for the ballerinas;
3 representatives for the pop music;
2 representatives for traditional music;
1 representative for jazz music;
3 representatives for classic music;
1 representative for other fields.
(6) The members of the Specialty Committee are elected by open vote every 4 years by the General Assembly, based on the proposals of the association members in the respective fields and can be reelected, under the provisions of article 11, I paragraph (4).
(7) The number of the representatives for each type (actors, ballerinas, pop music performers, traditional music performers, jazz and classic music performers, etc.) is established by the General Assembly in comparison to the number of members of the association in the respective field.
Art. 15 Negotiation Committee
(1) The Negotiation Committee is established in view of ensuring an operative and competitive information and relations system and of accomplishing in good conditions the established purpose and objectives; it operates in parallel with the Board of Directors.
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(2) The Negotiation Committee is composed of 5 members proposed by the Board of Directors and approved by open vote by the General Assembly. The Negotiation Committee is composed of 3 specialists and two members of the Board of Directors.
(3) The mandate of each member of the Committee is 4 years and can be renewed under the same conditions.
(4) The members of the Negotiation Committee, who are not employees, can be granted a meeting allowance which amount is established by the Board of Directors and is coordinated by the General Manager.
(5) The Negotiation Committee has the following duties:
a) it debates and elaborates methodology projects that comprise the due patrimonial rights that have to be negotiated with the users;
b) it participates in negotiations;
c) it proposes the list of supports and devices, as well as the amount of the remunerations that are to be negotiated;
d) it participates in the negotiations with the representative associations of importers and producers;
e) it may debate and propose for negotiation any issue emerged in connection to the negotiations provided by the law.
f) notifies regularly the Board of Directors on the performed activity and records specifications in the minutes of the meeting in question.
Art. 16. Permanent Special Committee on the Access to Information – briefly, the Permanent Committee or the Transparency Committee.
(1) It is composed of 5 members elected by open vote by the General Assembly for 1 year and they may be reelected.
(2) The Permanent Committee reunites by the request of the right holder and ensures the exercise of CREDIDAM members’ rights who consider that their access right to the mentioned information has been violated, and also the right to obtain detailed information on the distributed amounts, the method of calculation of his rights and the corresponding deductions applied.
(3) If a member in the Permanent Committee retires, the same rules as for the Board of Directors members shall be applied.
(4) The members of the Permanent Committee are not hired and are not part of CREDIDAM management bodies.
(5) The members of the Permanent Committee can be granted a meeting allowance which amount is established by the Board of Directors.
(6) The Permanent Committee has to answer within 7 day period of time to whom formulates a notification as well as to the General Manager, confirming that the request was recorded, analyzed and shall be subject to approval during the first meeting of the Permanent Committee.
(7) The answer is signed by a member of the Permanent Committee.
(8) The Permanent Committee draws up an annual report on its activity that it presents to the General Assembly and to ORDA – the Romanian Copyright Office.
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Art. 17. The management empowerment
(1) In the application to join CREDIDAM each rights holder undertakes the obligation to exclusively empower this association for the patrimonial rights management resulting from the exploitation of the artistic performances previously fixed or broadcasted which rights holder he/she is, according to the law and to these articles of association.
(2) The management empowerment entrusted to CREDIDAM by each member in his/her own behalf is subject to the provisions of the special law, as well as to the corresponding provisions of the common law.
(3) In case of mandatory collective management, CREDIDAM acts under an extended legal empowerment (according to article 1231 of Law no. 8/1996 on copyright and related rights, with subsequent amendments and supplements).
Art. 18. Collection and distribution
I. CREDIDAM undertakes the obligation to collect and distribute the remunerations according to the management empowerment received from the right holders, in accordance with the legal provisions.
(1) The collected amounts are distributed observing the law, these articles of association and the distribution regulation approved by the General Assembly.
(2) The amounts resulting from the remunerations collected by CREDIDAM are distributed directly to the right holders in proportion to the real use of their own performances, deducing a management quota (the fee) for covering the operation expenses.
The management quota (the fee) for the members of the collective management organization CREDIDAM represents the maximum percentage provided by the Law no. 8/1996, with subsequent amendments and supplements. For the non-members, the management quota (the fee) is settled by the incurred actual expenses for the managements of the rights (i.e. the collection and distribution), but it cannot exceed 25%.
(3) The remaining amounts are taxed according to the corresponding legal provisions.
(4) The remunerations shall be distributed to the rights beneficiaries every semester.
(5) If the bilateral contracts concluded with the partner management organizations from abroad provide it otherwise, the distribution towards the foreign beneficiaries shall be made according to the contracts.
II. The collected rights shall be distributed to the related right holders according to the remunerations’ distribution regulation, as follows:
Compensatory remuneration for private copying
1.1. The reserve fund is established for the requests of the right holders appeared within 3 years period of time as of the date of collecting. The amount of the reserve fund is of 20% of the annually collected amounts for private copying. It may be changed on annual basis by GAA Decision depending on the amounts collected from this source.
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1.2. The compensatory remuneration due to the performers for the private copying shall be distributed to them according to the market research on national level that is made yearly by a specialized institution. The Board of Directors appoints the institution and the conditions to perform this market research that establishes the proportions of copying the performing artists’ performances classified in performance categories (acting, shows direction except movies, dance, music and stunts) and types (classical music, pop music – jazz, rock, pop, folk, dance, manele (oriental influence music), etc – and traditional music) and categories of origin of artistic performances (Romania, European American performances).
1.3. The value of each phonogram/videogram depends on its broadcasting duration and on the amount collected during the period during which it is subject to distribution, in comparison to the total declared playlists of Radio and TV Stations. If there is no registered convention at CREDIDAM at the moment of declaring the repertory, the amounts shall be distributed to the performing artists according to the criteria provided in article 3.1.2. in this article.
(2) Equitable remuneration for public rental, internet and reproduction
2.1 For the public rental, the amounts are distributed according to the information provided by the institution that allows the public access to the artistic performances of performers. According to that information, the amounts are distributed to the performers whose performances are included on the respective lists, in accordance with the criteria provided by article 3.1.2.
2.2 For the internet, the amounts are distributed according to the information provided by the institution that allows the public access to the artistic performances of performers. According to that information, the amounts are distributed to the performers whose performances are included on the respective lists, in accordance with the criteria provided by articles 3.1.1. and 3.1.2.
2.3 For the reproductions, the remuneration collected subject to the special empowerment is distributed as follows:
a) 80% shall be divided as follows: 50% for the main part/role (if more actors are on the cast list or in director’s handbook for the same type of role, the resulted money shall be evenly distributed between the participants), 30% for the secondary part/role, 10% for guest roles and 10% for the actor whose picture is on the DVD/VHS cover, etc or to the artists taking part in the promotion.
b) 20% for the soundtrack (music) of the movie shall be divided depending on the part played by each performer.
If one of the above categories is absent, then the related remuneration shall be redistributed accordingly, in the following order: main parts/roles, secondary parts/roles, guest roles, etc.
(3) Equitable remuneration for the public communication and broadcasting of phonograms /videograms
3.1. Broadcasting of phonograms/videograms
3.1.1. The phonograms are distributed according to the actual use resulting from the information received from the users (playlists). The value of each phonogram/videogram depends on the broadcasting duration and on the amount received for the broadcasting duration (the collected
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amount is divided to the total number of broadcasting seconds in order to obtain the value of one second which is multiplied by the number of seconds for each track/performance). The amount of money calculated for a phonogram/videogram is distributed to all the performers that have participated in the respective recording, in accordance with the repertory statement or to the time sheet.
3.1.2. If there is no agreement registered by CREDIDAM at the moment of declaring the repertory, the criteria for establishing the score of each participant to a phonogram/videogram are the following:
a) the role or function within the recording (fixation);
b) the number of participants in the fixation.
3.2 Public communication
3.2.1 The remuneration collected from the public communication of phonograms/videograms for ambient/work purposes is distributed as the compensatory remuneration for private copying, namely according to the provisions of article 1.3 of this article.
3.2.2 The remuneration collected from the public communication of audiovisual performances in movie theatres is distributed according to the information provided by the users and to the collected amounts of money. According to that information, the amounts are distributed to the performers whose performances are on those lists in accordance with the criteria provided by article 3.1.2.
(4) Distribution of the amounts collected from the cable operators
The amounts are distributed according to the lists of broadcasted stations retransmitted by the cable operators, according to the distribution system provided by article 3.1 of this article. The list of retransmitted stations is communicated by the cable operator or it may be requested by CREDIDAM from the CNA (the National Audiovisual Council).
(5) The rights susceptible of being collectively managed for which the members’ express management empowerment is necessary according to article 1232 and to article 1233 shall be exclusively distributed to the performers that have empowered CREDIDAM for collecting the remunerations, in proportion to the direct receipt accruing to the use of each artistic performance.
Art. 19 The non-distributed or unclaimed amounts
(1) The non-distributed amounts are the amounts on which CREDIDAM has not received any information necessary for distribution, within 3 years time as of the date of collecting.
(2) The unclaimed amounts are the distributed amounts that holders have not claimed for within 3 years time as of the date of notification, or amounts due to CREDIDAM deceased members whose legal inheritors have not claimed for within 3 years time as of the date of their distribution.
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The non-distributed or unclaimed amounts shall be subject to the following provisions:
on the open vote of the majority of the members participating in the General Assembly, the non-distributed or unclaimed amounts shall be included in the amounts for the distribution of the collected rights following the private copying distribution rule;
on the open vote of the majority of the members participating in the General Assembly, exercised under the conditions provided by the present law, there may be decided to use the non-distributed and unclaimed rights for common purposes, by:
- offering temporary help to the association’s members who are in a temporary labor incapacity situation certified by a doctor and verified by the Board of Directors;
- initiating, supporting and developing of social, cultural, informational and documentation projects or programs regarding the members of the association or the users of their performances.
on the open vote of the majority of the members participating in the General Assembly, there may be decided to support by common programs and projects of organization’s activity, according to the public-private partnership rules.
Art. 20. Relations with other similar bodies and international organizations in the field
(1) CREDIDAM has the right to conclude reciprocal representation agreements with similar organizations in other countries, in view of following and collecting in those countries the rights of its members or of other right holders it represents, according to the concluded contracts.
(2) The reciprocal representation conditions shall be negotiated with each separate organization, observing the international regulations and usages in the field.
(3) CREDIDAM shall also be able to conclude representation agreements with other collective management organizations in Romania for the duration of two complete accounting periods, on condition that a certain category of rights might be collected more profitably this way.
(4) The Board of Directors shall be authorized to perform the formalities for CREDIDAM to adhere to regional or international organizations in the field.
(5) CREDIDAM has the right to affiliate and to represent its members in relation with governmental, non-governmental organizations, with trade unions, associations and foundations, if they can contribute to the accomplishment of CREDIDAM association purpose.
Art. 21. Dissolution and liquidation of the association
(1) The dissolution and liquidation of the association shall be performed according to articles 54-72 of Ordinance no. 26/2000 on associations and foundations, with subsequent amendments and supplements.
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(2) If the association is dissolved, the remaining assets after the liquidation shall be transferred to a private or public legal person having the same or a similar purpose:
(3) The dissolution of the association is performed:
a) of right;
b) by Court Judgment;
c) by the decision of the General Assembly.
(4) The association dissolves of right by:
a) accomplishing the duration it was incorporated for;
b) the accomplishment or, if the case may be, the impossibility to accomplish the purpose it was incorporated for, if within 3 months time after having noticed such a fact, the purpose does not change.
c) the impossibility to establish the General Assembly or the Board of Directors according to the association’s articles of association, if this situation persists more than one year after the date either the General Assembly or the Board of Directors had to be established, according to the articles of association;
(5) The dissolution is acknowledged by the Court Judgment in which jurisdiction is the association’s registered office located, and by the request of any interested person.
(6) The association dissolves by Court’s Judgment when:
a) the purpose or the activity of the association has become illegal or contrary to the public order;
b) illegal or contrary to the public order means are used to accomplish the association’s purpose;
c) the association desires to accomplish a different purpose from the one it was set up for;
d) when the association has become insolvent;
e) in the case provided in article 14 of Ordinance no. /2000;
(7) The association may also be dissolved by the decision of the General Assembly. Within 15 day period of time after the date of the dissolution meeting, the minutes of the meeting is submitted to the Court in which territorial jurisdiction the registered office is located, in order to be recorded in the Register of Associations and Foundations (article 57 of Government’s Ordinance no. 26/2000).
Art. 22. Liquidation of the association
If the dissolution is made as provided by articles 55, 56, 58 and 59 of Government’s Ordinance no. 26/2000 with subsequent amendments and supplements, the liquidators shall be appointed by the Court Judgment itself.
If the dissolution takes place as a result of the General Assembly decision (art. 57), the liquidators shall be appointed by the General Assembly, under the punishment of nullity of the dissolution decision.
Once the liquidators are appointed the mandate of the Board of Directors ceases.
(4) The liquidators (either natural persons or legal persons authorized under the provisions of the law) shall make the inventory and conclude a balance to determine the actual situation of association’s assets and liabilities.
(5) They are required to receive and to keep the registers and any other documents of the association; they shall also keep a register with all the liquidation operations, in chronologic order.
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(6) The liquidators are subject to the rules of the empowerment, both in front of the association and of the Associates, and shall accomplish their mandate under the supervision of the auditors.
(7) They continue the ongoing legal procedures, receive the outstanding debts, pay the creditors and can sell by public auction the movable and immovable assets.
(8) At the end of the liquidation, the liquidators are obliged within two months term to present the balance sheet, the ledger and a memorandum, declaring the liquidation operations to the Register of Associations and Foundations of the Court in which territorial jurisdiction is the registered office located.
(9) If no one challenges the balance sheet within 30 day period of time from its submission, then the balance sheet is acknowledged as final and the liquidators, with the approval of the Court, shall render the assets and amounts remained after liquidation together with the registers and documents of the association or foundation and regarding the liquidation to the rightful persons. Consequently the liquidators shall be considered as discharged of duties and shall receive a conclusion act in this regard.
(10) The liquidators are required to perform all the procedures for publishing the liquidation and for deleting the association from the Register of Associations and Foundations.
(11) At the end of the liquidation, the liquidators have to request for the deleting of the association from the Register of Associations and Foundations, the deletion date being the day when the association ceases to exist.
Art. 23. Final dispositions
These articles of association come into force the day the mentions request is recorded in the Register of Associations and Foundations, to Clerk’s Office of the Bucharest 1st District Court of Justice.
The validity of the articles of association in the CREDIDAM incorporation file according to Government’s Decision no. 26/2000 ceases the same day.
The General Assembly empowers the General Manager in order to authenticate these articles of association to the notary public.
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NOTARY PUBLIC OFFICE
ASSOCIATED NOTARIES PUBLIC:
DRAGOMIR ROMELIA, POPOVICI MARIA and POPOVICI ALEXANDRA
REGISTERED OFFICE: 2 Ştirbei Vodă street, building 1, 1st floor, apt. 145, 1st district, BUCHAREST, tel./fax: 315.07.32
Registration No.: 3254/2011
AUTHENTICATION No. 810
Year 2011, Month April, Day 5th
Before me, DRAGOMIR ROMELIA, Notary Public, to the registered office of the Associated Notaries Public Office located in Bucharest, 2 Ştirbei Vodă street, building 1, 1st floor, apt. 145, 1st district, appeared:
GHEORGHE ŞTEFAN, Romanian citizen resident in Bucharest, 2nd district, 9 Paul Greceanu street, building 20A, entrance A, apt. 26, identified by the ID card series RT, number 481930, issued by SPCEP S2 office no. 1 on April 19th, 2007, personal number (CNP) 1510813400118,
who, after having read the contents, accepted to authenticate this document and signed all its copies.
According to art. 8, letter b of Law No. 36/1995, THIS DOCUMENT IS DECLARED AUTHENTIC.
The notary fee of RON 200 and VAT of RON 48 paid as per Invoice no. 28480/2011 issued by the Notary’s Office.
Seal: ROMANIA, Dragomir Romelia – NOTARY PUBLIC in BUCHAREST