of the International Association for the Collective Management of Rights “Confederation of Rightholders’ Societies of Europe and Asia”/CRSEA
1. GENERAL PROVISIONS
1.1. The International Association for the Collective Management of Rights “Confederation of Rightholders’ Societies of Europe and Asia” (hereinafter – Association) is a non-profit, corporate organization established to represent and protect common interests in order to achieve socially useful purposes as well as other goals set forth in the present Statute.
1.2. Association members shall be organizations involved in the management of various categories of authors’ and/or related rights in the Eurasian Economic Union, Commonwealth of Independent States, BRICS member-countries and other states.
1.3. The Association activities shall be based on the best traditions and practices in the area of collective management of authors’ and/or related rights.
1.4. The Association shall be a consolidating organization aimed at building and developing the institution of collective right management in the territories and spheres represented by the Association members.
1.5. The full name of the Association in English shall be “The International Association for the Collective Management of Rights “Confederation of Rightholders’ Societies of Europe and Asia”.
The abbreviated name of the Association in English shall be “CRSEA”.
1.6. The location of the permanent executive body of the Association shall be: the Russian Federation, Moscow. By the decision of the General Assembly, the location of the permanent executive body of the Association is allowed to be transferred.
2. THE ASSOCIATION LEGAL STATUS
2.1. The Association is established and operates in accordance with the Constitution of the Russian Federation, the provisions of the current Civil Code, Federal Law No. 7-FZ “On Non-Profit Organizations” dated 12.01.1996, other legal acts of the Russian Federation and the present Statute.
2.2. The Association adheres to all accepted international principles in order to effectively manage the rights of rightholders, taking into account day-to-day challenges related to the development of digital technologies and new ways of information transfer.
2.3. The Association shall be created without any limitation of its term of operation.
2.4. The Association shall be considered established as a legal entity since its state registration under the procedure required by law. It shall possess separate assets, be responsible for its duties by these assets, and may on its own behalf acquire and exercise property and moral rights, carry out duties, be a plaintiff and defendant in court.
2.5. The Association shall carry out its activities independently of any organization, it shall interact with them, in particular, the ones managing different categories of authors’ and/or related rights, non-members of the Association as well as others not managing any rights, if this contributes to the development of the collective right management and the practical realization of rightholders’ interests in the fields represented by the Association members.
2.6. The Association shall have a separate balance sheet and/or financial plan.
2.7. The Association shall have the right, under the established procedures, to open accounts in banks and other credit organizations in Russia and abroad, except for the cases fixed by the federal law.
2.8. The Association shall have a corporate seal containing its name in Russian and English. The Association shall be entitled to have stamps, letterheads bearing its name, different means of visual and other identification, approved and registered under the legal procedures.
2.9. The Association shall be entitled to establish branches and open representations on the Russian Federation territory, in accordance with the national legislation.
2.10. Interference with the Association activities by state bodies and organizations, other than those authorized by law to do so, shall not be permitted.
3. THE ASSOCIATION GOALS AND OBJECTIVES
3.1. The Association main goal shall be the consolidation and coordination of its members – organizations involved in the management of different categories of authors’ and/or related rights to improve data exchange, technical support, protection of rightholders’ rights and interests, both at national and international levels.
3.2. The object of the Association activities shall be the events aimed at achieving its goals.
3.3. In order to fulfill its statutory objectives, the Association shall perform the following tasks:
- process and improve the information exchange among the Association members on the matters within the scope of collective right management (in particular, administrative procedures, legal proceedings/arbitrations, procedures on royalty collection and distribution, tariff formation, etc.);
- submit issues for consideration as well as address any national or international body on any matter dealing with collective right management or rightholders’ interests and rights;
- facilitate the protection of any objects of authors’ and/or related rights;
- introduce and support the effective functioning of royalty collection and distribution for its rightholders;
- develop and implement common operation and management standards and monitor their compliance in its members’ territories;
- coordinate the protection of rightholders’ interests and rights;
- conduct research and information activities;
- introduce, develop and support the operation of the Unified Eurasian System (UES) for the benefit of its members;
- contribute to the establishment of the administrative infrastructure necessary for the effective management of the category of rights not available for protection in its member-countries;
- put forward and support the development and strengthening of organizations involved in the management of different categories of authors’ and/or related rights in the countries where these organizations have failed to operate efficiently;
- participate in any activities aimed at enhancing transparency, openness of its members to the rightholders represented by them;
- ensure and implement the principles of cooperation between organizations in accordance with the highest standards and best practices;
- investigate and settle issues directly related to moral, property and professional interests of rightholders and organizations involved in the management of different categories of authors’ and/or related rights.
3.4. The Association shall be entitled to carry out income-generating activities only insofar as it serves to achieve the statutory objectives it has been created for, and if it complies with such goals. Income-generating activities shall be carried out by the Association under the Russian Federation Civil Code and other legislative acts.
4. THE ASSOCIATION RIGHTS AND RESPONSIBILITIES
4.1. To fulfill its statutory objectives under the current law the Association shall be entitled to:
- Spread information on its activities without any limits;
- Participate in the elaboration of decisions of state and local authorities in the manner and volume provided for in the legislation of the Association member-countries;
- Set up mass media and carry out publishing activities;
- Represent and defend its rights, the legitimate interests of its members and rightholders in state bodies, local governments and public associations;
- Take initiatives on various aspects of social life, make proposals to public authorities of the Association member-countries.
4.2. The Association shall:
- Comply with its member-states legislation, universally recognized principles and rules of international law related to its scope of activities as well as the provisions of the present Statute;
- Under the Russian Federation law, publish the report on the use of its assets annually or make it publicly available for reference;
- Inform the authority that took a decision on the Association state registration regarding its continuation on a yearly basis;
- Assist representatives of the body taking decisions on its state registration to be informed on the Association activities aimed at achieving statutory objectives and abiding by national law;
- Inform the federal registration authority on the amount of funds and other assets received from foreign sources listed in Article 2, point 6 of the Federal Act “On Non-Profit Organizations”, on the purposes of expenditure of these funds and other assets as well as on their actual expenses in proper form and in terms provided by the federal executive body;
- Set up a web-site on the Internet (information and telecommunication network) and provide its operation (the official Internet-site of the Association).
5. MEMBERSHIP IN THE ASSOCIATION
5.1. The Association members shall be legal entities (state and non-state organizations) involved in the management of various categories of authors’ and/or related rights in the Eurasian Economic Union member-countries, as well as Commonwealth of Independent States, BRICS and other countries that:
- Administer the rights of rightholders de facto;
- Have the promotion of rightholders’ property and moral interests as their objective;
- Own an effective mechanism of royalty collection and distribution and bear full responsibility for the rights entrusted for their management;
- Carry out activities basing on professional rules and standards;
- Act for the benefit of all rightholders rather than any particular group of rightholders;
- Have no powers to sell or trade the rights managed by them, nor to sell any share of collected or distributed remuneration.
5.2. Membership in the Association shall be voluntary.
5.3. A candidate for the Association membership shall be an organization administering various categories of authors’ and/or related rights complying with the requirements to the Association members specified in the present Statute.
5.4. Admission to and expulsion from the Association membership shall be implemented by the Association General Assembly.
5.5. In order to become an Association member, the organization interested in it shall submit an application to the Secretariat in the form approved by the Secretariat. The application form shall be published on the official Association web-site.
The following documents shall be attached to the application:
- The list of the organization members, including the category of rights administered by it;
- Annual report for the calendar year prior to the date of application;
- A detailed plan of activities for the forthcoming year;
- Copies of the organization financial documents for the preceding calendar year;
- A copy of the authorized body resolution for the organization to be the Association member;
- Other documents justifying the organization membership in the Association.
5.6. The Association Secretariat shall consider the application for completeness and reliability of the submitted information and issue a well-grounded recommendations to the General Assembly on:
- admission to the Association membership; or
- refusal of the Association membership.
5.7. Following the consideration of the Secretariat recommendations on each application, the General Assembly shall:
- admit the applicant as the Association member; or
- refuse to accept a new member.
5.8. Basing on the provision in paragraph 5.7. of the present Statute, the organization interested in the Association membership shall be authorized (upon the Secretary General approval) to participate in the work of the Association bodies with the right to vote, before the General Assembly considers the issue of membership in the Association.
5.9. An Association member shall have the right to:
- Participate in administering the Association affairs;
- Elect and be elected to the Association governing bodies;
- Introduce proposals for the Association governing body consideration regarding its activities;
- Use a common program complex devised to support collective management organization activities and participate in its development;
- Receive financial support from the Association through the established procedure;
- Receive information and publications on the Association activities, consult its accounting and other documents on a regular basis;
- Under Article 182, Paragraph 1 of the Civil Code of the Russian Federation, challenge, on behalf of the Association, its transactions concluded on the grounds listed in Article 174 of the Civil Code or laws on corporations with specific ownership types, organizational and legal forms, and demand to apply of the consequences of their invalidity, as well as the those of the void contracts executed by the Association;
- Terminate at its own option the Association membership by submitting a written resignation to the Secretariat for consideration and approval at the General Assembly meeting. Information on membership termination shall be available on the official Association web-site.
- Enjoy other rights envisaged by the present Statute.
5.10. A member of the Association shall have the duty to:
- Participate in molding the Association assets in the necessary volume, in the manner and within the terms specified by the Russian law or by the present Statute;
- Not to disclose confidential information on the Association activities;
- Participate in corporate decision-making, that the Association can’t do without, under the current law, if such participation is necessary to take the above decisions;
- Avoid any action intended to do harm to the Association;
- Avoid any action/inaction making it difficult or impossible for the Association to achieve its Statutory objectives;
- Assist the Association in carrying out its activities;
- Pay membership fees in accordance with the membership regulation approved by the General Assembly and, under its local legislation, make additional material contributions basing on the decisions made by the General Assembly, if required;
- Send information on its activities to the Secretariat on a yearly basis, in accordance with the standards established by the General Assembly;
- Submit duly certified conclusion on audit results and relevant accountant statements to the Auditing committee;
- Provide additional information on its activities upon the Secretariat request;
- Allow auditors and Secretariat representatives to monitor the accuracy of information and reports as well as allow them to put forward proposals on the Association improvement, in compliance with the Regulation approved by the General Assembly;
- Fulfill its obligations towards the Association;
- Provide all the information necessary for the Association activities, except for the commercially sensitive data;
- Avoid actions that run counter to the Association Statute, ethics of amicable relations and the objectives declared in the Association
5.11. The grounds for termination of the Association membership shall be:
- voluntary withdrawal from the Association membership;
- expulsion from the Association on the grounds set forth in clause 5.14. of the present Statute.
5.12. The decision on expulsion from the Association shall be adopted by the General Assembly upon its consideration of the Secretariat conclusion. The Secretariat shall inform the member on the grounds and evidences at its disposal to redirect the issue of expulsion to the General Assembly.
5.13. The rights of the Association member shall be terminated from the date of its expulsion approval. The assets, including entry, membership and other fees, invested in the Association by the expelled member, shall not be returned to it.
5.14. The Association member may be excluded from the Association by the decision of the General Assembly in the following cases:
- violation of the Association Statute;
- systematic failure to comply with the decisions of the Association governing bodies;
- actions discrediting the Association;
- failure to fulfill financial obligations towards the Association for over two calendar years;
- failure to meet the requirements to the Association members set forth in clause 5.10. of the present Statute.
6. THE ASSOCIATION GOVERNING BODIES
6.1. The General Assembly and the Association Presidium shall be the Association governing bodies.
6.2. The Secretary General shall be the sole executive body of the Association.
6.3. The Auditing Committee shall be the control and auditing body of the Association.
6.4. The Secretariat shall ensure the administration of the Association.
7.1. THE GENERAL ASSEMBLY
7.1.1. The General Assembly is the highest governing body of the Association, consisting of its members;
7.1.2. The General Assembly shall have the exclusive competence to address the following issues:
- Adoption of the Association Statute, making amendments and additions thereto.
- Determination of the Association priorities for its activities, principles of assets formation and use;
- Prescribing the procedures of admission to and refusal of the Association membership;
- Approval of the Association annual and accounting (financial) reports;
- Establishing other legal entities, branches and representative offices by the Association and its participation in other legal persons;
- Reorganization and liquidation of the Association, appointment of a liquidating Commission (liquidator) and approval of liquidation balance;
- Approval of the Association auditing organization or an individual auditor;
- Decisions on the size and form of membership fees and other contributions to be paid by the Association members;
- Election of the Presidium and Auditing Committee for a period of 2 (two) years and early termination of their office;
- Appointment of the Secretary General and early termination of his/her office;
- Appointment of the Director General for a period of 1 (one) year and early termination of his/her office;
- Approval of the report on the Presidium, Secretariat, Auditing Committee and Secretary General activities;
- Approval of information disclosure standards on the activities of the Association members;
- Approval of the Regulation on carrying out the monitoring activities of the Association members by the Secretariat;
- Consideration of the proposals made by the Presidium and Secretary General on the cooperation between the Association and non-member organizations and approval of the relevant resolutions.
7.1.3. The General Assembly shall consider other matters initiated by the Association members or bodies if they comply with the Association objectives, and take decisions thereon.
7.1.4. The General Assembly regular meetings shall be held annually and convened by the Association Secretariat by sending a notification addressed to each member at least two months in advance of the meeting. The Association shall also be empowered to use other means of notification on the General Assembly regular meeting, including making this information publicly available on the Association official web-site.
7.1.5. The General Assembly extraordinary meeting arranged on ad hoc basis may be convened by the Secretary General or the Association Secretariat upon the request of an Association or an Auditing Committee member with compulsory notice to other Association members, not more than one month prior to the General Assembly extraordinary meeting.
7.1.6. The representation rate for the General Assembly delegates, date, venue and agenda shall be determined by the Association Secretariat.
7.1.7. The Association member may be represented in the General Assembly by a maximum of three delegates. Regardless of the number of delegates representing the member, each Association member shall have one vote.
The General Assembly shall be authorized to approve regulations on its meeting participation procedures.
7.1.8. On the decision taken by all the delegates attending the General Assembly meeting, the agenda for this meeting may be amended and/or supplemented if it doesn’t contradict the current law. The General Assembly decisions on the agenda modifications and/or additions, as well as the items included thereto shall be adopted unanimously.
7.1.9. The General Assembly shall be authorized to make decisions if it is represented by at least one half of the Association members. All the issues provided for in clause 7.1.2. of the present Statute shall be the exclusive competence, and decisions on such issues shall be taken by a qualified majority of 2/3 of the Association members attending the General Assembly meeting. On other issues, the General Assembly decisions shall be made by a simple majority.
If 2 (two) or more Association members voted against admission to (refusal of) the Association membership and amendments or changes to the Association Statute, such an organization shall not be a member, and the changes/amendments to the Statute shall not be adopted.
7.1.10. In the absence of a quorum for the General Assembly, a new date for the General Assembly meeting shall be announced by the Association Secretariat.
7.1.11. The Secretary General or President shall chair the General Assembly meetings.
7.1.12. The General Assembly minutes shall be executed no later than 10 (ten) days after the General Assembly closure by the same quantity of members that attended the General Assembly meeting, and signed by the Chairman of the General Assembly and the Secretary taking its minutes.
7.1.13. The Association shall make the General Assembly decisions available to review for its members on the Association official web-site.
7.2. THE ASSOCIATION PRESIDIUM AND PRESIDENT
7.2.1. The Presidium is the permanent collective governing body of the Association, managing the Association activities in between the General Assemblies.
The Presidium shall be elected by the General Assembly for the term of 2 (two) years from the actual candidates nominated for the Presidium membership. Not more than two candidates from each Association member-country shall be nominated for the Presidium position. Only natural persons can be Presidium members. The size of the Presidium shall be determined by the General Assembly.
7.2.2. The Presidium shall comprise eminent persons of culture and art as well as representatives of state authorities of the Association member-countries with competences in the field of authors’ and/or related rights protection. State authorities shall take part in the Presidium meetings within the powers established by the current national legislation.
7.2.3. The Presidium powers can be terminated prematurely by the General Assembly decision.
7.2.4. The work of the Presidium shall be accountable to the General Assembly. The Presidium meetings shall be held as necessary, but no less than once a year. The Presidium meetings shall be convened by the Association President. The first Presidium meeting shall be summoned by the Secretary General who determines its time and venue.
7.2.5. The competence of the Presidium shall be to address the following issues:
- Manage the Association activities in the period between the Conferences;
- Approve the information disclosure standards developed by the Secretariat with regard to the activities of the Association members and submit them to the General Assembly for approval;
- Consult the Association Committees on authors’ and/or related right issues;
- Introduce proposals to the General Assembly on enhanced cooperation with non-member organizations;
- Report at the General Assembly annual meetings;
- Specify priority projects and programs of the Association;
- Supervise the implementation of the General Assembly decisions;
- Deal with other issues beyond the General Assembly exclusive competence.
7.2.6. The Presidium shall be empowered to make decisions with more than half of its members attending the meeting. Decisions shall be taken by a simple majority of member votes attending the Presidium meeting. The minutes of the Presidium meeting shall be signed by its Chairman and the secretary taking the minutes.
7.2.7. The Presidium shall be headed by the President elected at the Presidium meeting by the Presidium members for a term of 1 (one) year under the provisions of clause 7.2.8. of the present Statute.
7.2.8. Candidates for presidency shall be nominated by the Association members – one from each Association member-country. The candidates shall not have the right to be re-elected for another term of office. Presidential elections shall be conducted on a rotational basis. To avoid any doubt, it is established hereby that a candidate from the Association member-country may be re-elected as a President only after the position had been taken by each member-country of the Association.
7.2.9. The Association President shall:
- Convene and chair the Presidium meetings, determine time and venue thereof as well as administer the Presidium activities;
- Represent the Association at various international and national events on authors’ and/or related rights;
- Make the Presidium decisions available to review for the Association members on the Association official web-site;
- Ensure the implementation of the General Assembly and Presidium decisions;
- Adopt the Presidium meeting agenda together with the Director General;
- Perform other representational functions of the Association.
7.3. THE SECRETARIAT AND GENERAL DIRECTOR
7.3.1. The Secretariat is not the Association governing body; it shall provide administrative support for the Association activities. The Secretariat shall consist of the Administrative and Control offices, heads of the Committees that are permanent members as well as hired employees with no right to vote.
7.3.2. The activities of the Secretariat shall be accountable to the General Assembly and in the period between sessions – to the Secretary General.
7.3.3. The Secretariat Administrative office shall:
- Provide organizational support for the General Assembly, Presidium and Association Committee meetings;
- Create, implement, ensure and develop a common software complex to maintain the activities of collective management organizations aimed at higher efficiency of right management;
- Make the Association members input data into the relevant Association software systems in a timely manner;
- Prepare the consideration of the Secretariat annual report for the previous year by the General Assembly;
- Develop information disclosure standards for its members jointly with the Control office and verify data on the activities of the Association members in accordance with the Regulation approved by the General Assembly;
- Send and receive official circular correspondence to and from the Association members;
- Consider applications for the Association membership with regard to their completeness and accuracy, and submit them for the General Assembly consideration;
- Convene ordinary and extraordinary meetings of the General Assembly, assign the number of delegates, date, venue and agenda of the General Assembly meetings.
7.3.4. The Secretariat Control office shall:
- Submit to the Secretary General the annual and accounting (financial) reports for consideration and subsequent approval by the General Assembly;
- Supervise the payment of membership fees by the Association members;
- Develop information disclosure standards for its members’ activities jointly with the Administrative office and verify data on the activities of the Association members;
- Prepare an opinion on the expulsion from the Association for the General Assembly consideration;
- Authorize the use of additional voluntary contributions.
7.3.5. The Secretariat is headed by the Director General appointed by the General Assembly for a term of 1 (one) year with the right to be re-elected for consecutive terms.
7.3.6. The Director General shall:
- Exercise the general management of the Association Secretariat activities;
- Supervise the preparation of each meeting of the Presidium and the General Assembly, and provide the agenda for each meeting;
- Form the agenda for the Presidium meeting together with the Association President and Secretary General, fulfill the decisions taken by the Association Presidium;
- Sign, as agreed by the Secretary General, the conclusions drafted by the Control office on the possibility of applying sanctions to the Association member for further consideration by the General Assembly;
- Ensure, as agreed by the Secretary General, the consideration of the Association membership applications from the organizations and sign conclusions on their data completeness and accuracy, and forward them for the General Assembly review;
- Represent the Association without power of attorney in relations with various international and/or national organizations, state bodies, other entities regardless of their organizational and legal form as well as in court;
- Provide all the documents on the Secretariat activities necessary to conduct the audit upon the Auditing Committee request;
- Submit, as agreed by the Secretary General, the information disclosure standards for the Association members’ activities for the Presidium approval and consecutive adoption by the General Assembly;
- Submit the Secretariat annual report for the previous calendar year to each General Assembly;
- Provide a report, upon the Secretary General request, on the Secretariat activities and carry out his/her separate assignments and orders associated with the execution of powers entrusted on him/her;
- Enjoy the right, along with the Secretary General, to sign the Association documents. To avoid any doubt, it is presumed that the documents signed by a sole signature of the Director General without the Secretary General signature or his/her written approval shall be deemed null and void;
- Perform other functions necessary to ensure the reliable operation of the Association.
7.4. THE ASSOCIATION SECRETARY GENERAL
7.4.1. The Secretary General is the sole executive body of the Association appointed by the General Assembly for the term determined by the General Assembly.
The Secretary General shall be accountable to the General Assembly.
7.4.2. The Secretary General shall have the following functions:
- Provide operational guidance of the Association activities;
- Ensure the compliance of the Association activities with its statutory objectives;
- Coordinate the activities of the Association and its members;
- Set the Association objectives for its development and submit proposals to the General Assembly for further cooperation with non-member organizations;
- Participate in Committee meetings with the right to vote;
- Appoint and dismiss the Secretariat staff basing on the organization budget;
- Approve before the Association Director General signature the conclusions drafted by the Control office on the possibility of applying sanctions to the Association member for further consideration by the General Assembly;
- Approve before the Association Director General signature the Association membership applications from the organizations and conclusions on their data completeness and accuracy, and forward them for the General Assembly review;
- Approve the Association annual and accounting (financial) report prepared by the for its subsequent adoption by the General Assembly;
- Represent the Association without power of attorney in relations with various international and/or national organizations, state bodies, other entities regardless of their organizational and legal form as well as in court;
- Submit a report on its activities for the General Assembly consideration;
- Agree upon the submission of the information disclosure standards for the Association members’ activities for the Presidium approval and consecutive adoption by the General Assembly;
- Organize the accounting and statistical records of the Association;
- Execute the Association Presidium decisions;
- Introduce proposals on amendments and supplements to the Statute for the General Assembly consideration made at his/her own and the Association members’ initiative (Article 11 of the Statute);
- Provide all the necessary documents regarding the Secretary General activities upon the Auditing Committee demand;
- Open settlement and other types of bank accounts of the Association;
- Issue power of attorney on behalf of the Association;
- Enjoy the right to sign the Association documents, including the bank signature;
- Issue binding orders, instructions, directions and other regulations for the Association Secretariat staff and apply penalties and incentives to them;
- Perform, within the Russian Federation law, any other actions necessary to achieve the Association statutory objectives, except those assigned to the General Assembly and the Association Presidium competence under the present Statute.
7.5. THE AUDITING COMMITTEE
7.5.1. The Auditing Committee is a collegiate body responsible for monitoring the financial, economic and statutory activities of the Association.
The Auditing Committee shall be elected by the General Assembly for a term of 2 (two) years in the number of at least 3 (three) persons from the actually proposed candidates. Candidates for the Auditing Committee shall be nominated by the Association members – not more than one candidate from each member country. The Auditing Committee shall be formed only from natural persons. The Auditing Committee shall not consist of other Association bodу members.
7.5.2. The Auditing Committee competencies shall cover:
- Supervision of the Association financial, economic and statutory activities;
- Monitoring compliance with the Association Statute;
- Maintenance of the Association assets and control over its expenditures;
- Financial and operational audit at least once a year;
7.5.3. The Auditing Committee shall have the right to:
Demand to hold an extraordinary General Assembly meeting;
- Demand to hold an extraordinary General Assembly meeting;
- Consider complaints of the Association members within its authorities;
- Suspend or revoke decisions made by the Secretariat, the Association officials in case of violations of the current legislation or the Association Statute.
7.5.4. The Auditing Committee ordinary meetings shall be convened by its Chairperson once a year. The Auditing Committee extraordinary meetings may be convened at the initiative of the Chair or by the Committee decision.
The Auditing Committee meeting shall be legitimate, if more than a half of the Auditing Committee members attend the meeting.
Decisions shall be made by a simple majority of the Auditing Committee members attending the meeting if there is a quorum.
The Auditing Committee meeting shall be accompanied with the minutes signed by the Chair and Secretary taking the minutes.
7.5.5. The Auditing Committee Chair shall be elected by the General Assembly decision for a term of two (2) years and shall be accountable to it. The Auditing Committee Chairperson may be elected for the next term.
7.5.6. The Auditing Committee Chairperson shall:
- Manage the Auditing Committee activities;
- Assign responsibilities among the Auditing Committee members;
- Convene the Auditing Committee ordinary and extraordinary meetings;
- Organize the audit of the Association financial, economic and statutory activities;
- Sign the Auditing Committee documents;
- Preside at the Auditing Committee meetings.
8. THE ASSOCIATION COMMITTEES
8.1. The Association can set up Committees relating to various directions of authors’ and/or related rights.
8.2. Each Association member can be represented by no more than 3 (three) delegates in every Committee.
8.3. To become a member of the relevant Committee the Association member shall have the same aims, objectives and tasks as the Committee.
8.4. Regulation on the Association Committee approved by the General Assembly shall determine the Committee tasks and procedures for its creation and work.
9. THE ASSOCIATION ASSETS
9.1. Under the current law of the Russian Federation, the Association shall have the right to possess land plots, buildings, constructions, facilities, transport, equipment, furniture, cultural and recreational assets, monetary funds and other assets to support its activities, provided by the present Statute.
9.2. The Association shall not be authorized to do business or other income-generating activities.
9.3. The sources of the Association assets shall be:
- entry and membership fees;
- voluntary contributions and donations.
9.4. The Association shall be liable for its obligations only with the assets that can be charged under the current national legislation.
9.5. The Association shall be the sole owner of its assets.
9.6. The Association members shall not have the right to own a share in its assets.
9.7. The Association shall hold its accounting records and provide accounting and statistical reports in accordance with the procedures provided for by the current law of the Russian Federation.
9.8. The Association shall provide information on its activities to tax authorities, duly authorized federal executive bodies and other persons in accordance with the current Russian legislation and the Association Statute.
10. THE ASSOCIATION LANGUAGES
10.1. The official language of the Association shall be Russian.
10.2. The English language shall be the Association working language.
11. PROCEDURE FOR AMENDING THE STATUTE
11.1. Any amendment to the present Statute shall be possible only during the General Assembly meeting upon the written proposal of the Secretary General or at least four Association member organizations.
Each proposal of the Association members shall be submitted to the Secretary General no later than two months before the next General Assembly meeting to summarize, analyze the proposals and submit them for consideration at the next General Assembly meeting.
11.2. Proposals of the Secretary General for amending/supplementing the Association Statute drafted at his/her initiative shall be forwarded to the Association members for consideration no later than three months before the next General Assembly meeting. Then the Association members shall forward their approval or comments to the Secretary General no later than two months before the next meeting.
The Association Secretariat shall do the circular postal and mail dispatching.
12. THE ASSOCIATION LIQUIDATION AND REORGANIZATION
12.1. The Association can be reorganized or liquidated by the decision of its members or a court order within the procedures laid down in the current law of the Russian Federation.
12.2. The Association reorganization can be made in the form of a merger, consolidation, split-up, partial demerger and conversion.
The decision on the Association reorganization shall be taken unanimously by all its members.
12.3. The Association shall be considered reorganized since the state registration of the newly established legal entity, except for the case of consolidation.
12.4. The Association can be transformed into a public organization, autonomous non-profit organization or fund by the decision of its members.
12.5. The Association General Assembly shall appoint the Liquidation Commission (liquidator) and determine the procedure and time limits for the its liquidation in accordance with the Civil Code and other federal laws.
Since the establishment of the Liquidation Commission, it shall be empowered to manage the Association activities. The Liquidation Commission shall appear in court on behalf of the Association since that moment.
12.6. During the Association liquidation the assets left after the satisfaction of creditors’ claims shall be directed to achieve the purposes it was established for and/or for charity in the manner specified by the Association General Assembly, unless otherwise established by the Federal law “On Non-Profit Organizations” No. 7-FZ dated 12.01.1996 and other federal acts.
12.7. Upon the Association activities termination, all management, financial, economic and staff documents, etc. shall be referred to a successor under the established procedures. In the absence of a successor, staff documents (orders, personal files and records, current accounts, etc.) shall be archived as per check-list at the place of the Association state registration.
12.8. All matters not covered by the present Statute shall be resolved in accordance with the requirements of the Russian Federation Civil Code, Federal Law No. 7-FZ “On Non-Profit Organizations” dated 12.01.1996 and other current laws and regulations.