Regulations | Intergram - Independent association of executive artists and producers

STATUTES of INTERGRAM

an independent association of performing artists and producers of phonograms and audio-visual fixations, o.s. (CSO)

hereinafter INTERGRAM

Article I

Legal status

1) INTERGRAM is an independent nonprofit association of performing artists and producers of phonograms and audio-visual fixations, which protects their rights resulting from The Copyright Act and the international conventions in the field of copyright and neighbouring rights, and collects and distributes remuneration for performing artists and compensations for producers of phonograms and audio-visual fixations, which belong to them according to The Copyright Act and implementary regulations. INTERGRAM resides in Prague 1, Na Poříčí 27. The association operates within the territory of the Czech Republic. Activities concerning foreign countries are carried out based on cooperation agreements.

2) INTERGRAM is a collective administrator of the proprietary rights of the performing artists and producers of phonograms and audio-visual fixations to their performances, phonograms and audio-visual fixations under the Art. 95 of the Copyright Act

Article II

Mission of INTERGRAM

1) INTERGRAM carries out collective administration of proprietary rights of the performing artists and producers of phonograms and audio-visual fixations in the extent resulting from authorization issued by the Ministry of Culture of the Czech Republic (decission No.3209/2001 from March 22, 2001).

2) INTERGRAM fulfils its mission mainly through the following activities:

a) closely cooperates with the professional organizations and associations of performing artists and producers of phonograms and audio-visual fixations,

b) concludes individual contracts of representation with the performing artists and producers of phonograms and audio-visual fixations, and as the case may be with the performing artists´and producers´ of phonograms and audio-visual fixations professional organizations operating within the Czech Republic,

c) concludes agreements of international protection and administration of rights of performing artists and producers of a phonograms and audio-visual fixations with foreign partners,

d) submits to the Ministry of Culture and other bodies and institutions proposals of solutions and measures in the field of protection and administration of the rights of the performing artists and producers of phonograms and audio-visual fixations, resulting from The Copyright Act and international conventions in the area of copyright and neighboring rights accessed or ratified by the Czech Republic,

e) for the sake of cultural developement in the Czech Republic cooperates with scientific and professional institutions, with universities and other cultural institutions and specialists in the culture field,

f) establishes foundations,

g) pays systematic attention to the developement of performing arts in the Czech Republic and supports the whole art field.

Article III

Members, their rights and duties

1) Member of the association can become every individual who is a citizen of the Czech Republic or of any other member state of the European Union or a citizen of any other contracting party of The Agreement creating the European Economic Area or has a permanent address in the territory of the Czech Republic or any other member state of the European Union or in any other contracting party of The Agreement creating the European Economic Area and is a performing artist in terms of the Copyright Act and records phonograms or audio-visual fixations, which are publicly used in terms of the Copyright Act of the Czech Republic.

2) Member of the association can become every legal entity, possibly individual, which resides or has a permanent address in the territory of the Czech Republic or in any other member state of the European Union or in the territory of a state which is a contracting party of The Agreement creating the European Economic Area, and is a producer of phonograms or audio-visual fixations or recordings protected in the territory of the Czech Republic by the Copyright Act.

3) Collective members of this association are those contemporary members, which founded the association. They are the below listed trade unions of performing artists and IFPI CR:

Association of actors
Union of authors and interpreters
Art corporation ARTES
Union of professional singers of the Czech Republic
Union of orchestral musicians of the Czech Republic
Company of concert artists, member of AHUV.

4) Membership in INTERGRAM for persons referred to in paragraphs 1 and 2 comes into existence by concluding an individual contract of representation.

5) Membership in INTERGRAM terminates:

a) by withdrawal; any member is free to withdraw from the association toward the end of the calendar year, provided written notice of such withdrawal has been communicated at least three (3) months ahead,

b) by exclusion of the member; the Committee of INTERGRAM may expel from the association any member which has significantly broken its member obligations specified in the Statutes or individual contract, provided the decision is approved by the forthcoming GENERAL ASSEMBLY,

c) if a member (individual) dies or a member (legal entity) is dissolved,

d) by mutual consent about the termination of the contract of representation or abrogation of the contract by INTERGRAM; abrogation by INTERGRAM is possible only in a case when the continuance of the contract would create breach of legal Statutes or international obligations of INTERGRAM.

6) There are two types of individual membership in INTERGRAM:

- member with the right to vote

- member without the right to vote

a) member with the right to vote

- performing artist mentioned in the first paragraph may become a member with the right to vote, provided his income, paid out to him by INTERGRAM, reached at least 5.000,- CZK for the last billing period,

- producer of phonograms mentioned in the second paragraph may become a member with the right to vote, provided his income, paid out to him by INTERGRAM, reached at least 150.000,- CZK for the last billing period.

b) member without the right to vote; all other performing artists and producers of phonograms mentioned in the first and second paragraph, who don´t meet the conditions for membership with the right to vote mentioned under letter a) may become member without the right to vote,

c) in a case a member with the right to vote doesn´t achieve for five consecutive billing periods level of incomes paid to him by INTERGRAM set under the letter a) above, he looses his rights as a member with the right to vote and becomes a member without the right to vote. This membership change comes into effect from the first day of the callendar year comming after the year in which the incomes paid to him by INTERGRAM did not reach the amount set forth in a) for the fifth time.

7) Heirs of the performers´ rights can enter a contract of representation regarding the inherited rights and based on it they become the represented.

8) The definite terms of individual contracts of representation according to paragraphs three (3) and five (5) shall be negotiated by the INTERGRAM Committee.

9) Rights and obligations of members of INTERGRAM with the right to vote and of collective members:

a) to vote and to be elected to INTERGRAM organs and to take part in the GENERAL ASSEMBLY of INTERGRAM,

b) to vote at the GENERAL ASSEMBLY on all the introduced questions,

c) to be informed about activities and management of INTERGRAM,

d) to bring up remarks, suggestions and complaints concerning INTERGRAM activities, which the competent organs of the association have to discuss and are obliged to inform the submitter in a written form about the results,

e) to demand legal help and consultations in the field of the copyright protection of rights of performing artists and producers of phonograms and audio-visual fixations within the scope of association powers,

f) to actively accomplish aims and mission of INTERGRAM, take on no legal obligations, which would be in contradiction with activities of INTERGRAM.

Collective members exercise their rights through their representatives. Every collective member can be represented at the GENERAL ASSEMBLY by three (3) representatives, each one of them having one (1) valid vote.

10) Rights and obligations of members of INTERGRAM without the right to vote:

a) to be elected to INTERGRAM organs and take part in the GENERAL ASSEMBLY of INTERGRAM,

b) to participate at the GENERAL ASSEMBLY sessions with the status of observer,

c) to be informed about INTERGRAM activities and management,

f) to actively accomplish aims and mission of INTERGRAM, take on no legal obligations, which would be in contradiction with activities of INTERGRAM.

11) Performer or producer, who enters into a contract of representation with INTERGRAM and at that time does not meet the conditions for commencement of membership, becomes the epresented.

The represented have the right to be informed about INTERGRAM activities.

ARTICLE IV

INTERGRAM organs

1) GENERAL ASSEMBLY

a) The highest of INTERGRAM organs is the GENERAL ASSEMBLY, which is held at least once a year to evaluate the calendar year. All members of INTERGRAM are allowed to participate at the GENERAL ASSEMBLY, but only members with the right to vote and representatives of collective members can vote.

b) The Committee is obliged to call a special GENERAL ASSEMBLY, based on a written request of at least one third of the members from the group of performing artists or one third of the members from the group of producers or based on a written request of any of the collective members, within the period of three (3) months from the day the request is submitted. The Committee can call the GENERAL ASSEMBLY also on its own initiative. The term of siting is usually announced by individual invitations to all the members with the right to vote, to all the collective members and to all other members from the group of producers, at least twenty (20) days before the siting. Members without the right to vote from the group of performing artists shall be informed through authorized trade unions. The Committee may decide to use any other suitable way of announcement of the GENERAL ASSEMBLY siting.

c) The GENERAL ASSEMBLY resolves separately by an absolute majority of votes of the present members with the right to vote from the group of performing artists and by an absolute majority of votes of the present members with the right to vote from the group of producers of phonograms and audio-visual fixations. If the discussed issue concerns interests of only one group of the members, that is either performing artists or producers, the decision on this issue depends on the vote-ratio within this group. The rule stated in the second sentence shall also apply in case, when the discussed issue concerns interests of only producers of phonograms or only producers of audio-visual fixations. In such case only the respective group of producers shall vote.

d) The GENERAL ASSEMBLY mainly:

- elects and revokes members of the INTERGRAM Committee and the Control Commission and additionally approves those members of INTERGRAM Committee co-opted during the term of office. If the co-opted member of the Committee is not approved, theGENERAL ASSEMBLY shall carry out an additional election of a new member,

- confirms expelling the members from the association,

- discusses main principles of closing general agreements of INTERGRAM with

the users of phonograms or audio-visual fixations or recordings, possibly denouncment of such already closed agreements,

- approves the Clearance Rules,

- discusses performance of tasks set for the past term,

- discusses and approves reports about the Committee and the Control

Commission activities,

- approves the report about INTERGRAM management for the last term, including audit results,

- determines goals of the association for the next term,

- approves amount of overhead deduction from the remuneration payments on behalf of the members and the represented, collected by INTERGRAM within the frame of collective administration,

- approves the amount of compensations of the Chairman and the members of the Committee and the Control Commission,

- decides about Statutes changes, association termination and about all the questions which it reserves,

- issues the Rules of Order and the Electoral Rules of the GENERAL ASSEMBLY and approves the Rules of Order of the INTERGRAM Committee,

- decides about usage of surplus revenues or about the means of covering the management deficite for the current year.

e) All proposals concerning changes of the basic association rules (such as changes of the Statutes and the Clearance Rules), that shall be discussed at the regular GENERAL ASSEMBLY, have to be submitted to the Committee or the Managing director in written form by March 31 of the respective calendar year before the date of siting of the GENERAL ASSEMBLY at the latest. Concerning proposals that are not delivered in due course, resolutions and decisions may not be adopted , unless the GENERAL ASSEMBLY decides otherwise.

This Statutes amendment shall apply for the 20th siting of the GENERAL ASSEMBLY already.

2) COMMITTEE

a) The Committee consists of twelve members of which six members represent performing artists and six members represent producers. The members of the Commitee are elected by the GENERAL ASSEMBLY. Members elected to the Committee are obliged to perform their functions personally.

Members of the Committee representing performing artists are elected in such a manner that all the professions of performing artists are represented equally, that is always 1 member for each professional organization, which is collective member of INTERGRAM, whereas one member of the Committee may represent 2 professional organizations. Also any rightful member of INTERGRAM may be nominated to the Committee on behalf of the professional organization, eventhough he is not a member of this organization. In case there is no member of the Committee from the group of the producers of audio-visual fixations, then representative of these producers elected a member of the Control Commission has the right to participate at the Committee sessions.

b) In case that the member of the Committee during his office term ceases to execute his function from one of the bellow stated reasons, the Committee may co-opt his successor on the basis of proposal of the collective member, who is represented by the replaced member of the Committee. Correspondent part of the Committee decides about co-optation in a separate voting. This co-optation must be additionally approved by the forthcoming GENERAL ASSEMBLY.

Member of the Committee can be replaced in following cases:

a) death of the member

b) withdrawal of the member

c) exclusion of the member by the Committee. The exclusion is possible only in case that the member grossly violates his duties of the Committee member or terminates his relation to the professional organization or producer he represents, on the basis of proposal and with approval of the collective member of INTERGRAM, who is represented by the expelled member. Correspondent part of the Committee decides about the exclusion in a separate voting.

c) During the time between the GENERAL ASSEMBLY sitings the Committee is the supreme body of INTERGRAM. Its Chairman and Vice-chairman are elected by members of the Committee from among the members; alternately from the group of performing artists and from the group of producers of phonograms and audio-visual fixations, provided the GENERAL ASSEMBLY does not decide otherwise.

The Chairman or the Vice-chairman shall sign together with the Managing director of INTERGRAM all the papers, which signature they specifically reserve. The office term of members of the Committee lasts two (2) years and ends with the session of the GENERAL ASSEMBLY in the respective term.

d) The Committee performs its activities mainly in these areas:

- approves general agreements of INTERGRAM,

- decides on appointment and revocation of the Managing director of INTERGRAM and sets his annual basic wage and reward,

- directs INTERGRAM activities during the time between the GENERAL ASSEMBLYs,

- proposes the Clearance Rules for performing artists and producers of phonograms and audio-visual fixations,

- decides about exclusion of the members from INTERGRAM,

- the Committee has a quorum if the clear majority of its members from performing artists and clear majority of its members from producers are present,

- the Committee acts and decides by majority vote of all present; in case of equality of votes, the vote of the Chairman decides, in the case of his absence the vote of the Vice-chairman shall decide; if the discussed issue concerns interests of only one group of the members, that is either performing artists or producers, the decision on this issue depends on the vote-ratio within this group,

- minutes are taken from all the proceedings,

- members of the Committee are obliged to maintain confidentiality about all the facts they learn about during performing their function in the Committee,

- proposes and for the time until the forthcoming GENERAL ASSEMBLY approves budget, which is subsequently approved by the GENERAL ASSEMBLY.

e) The Committee meets at least six (6) times a year. Membership in the Committe is rewarded by a lump sum, whose amount and term of payment is determined by the GENERAL ASSEMBLY.

3) CONTROL COMMISSION

a) Members of the Control Commission are elected by the GENERAL ASSEMBLY for a two-year term. The office term ends with the session of the forthcoming GENERAL ASSEMBLY held after the end of term for which the members of the Commission have been elected. The Control Commission consists of four (4) members, two (2) of them being representatives of the performing artists, one (1) representative of the producers of phonograms and one (1) representative of the producers of audio-visual fixations. They elect the Chairman from among the members, once from the group of the performing artists and once from the group of the producers of phonograms and audio-visual fixations, unless the GENERAL ASSEMBLY decides otherwise. The Control Commission meets at least four (4) times a year. It resolves by a clear majority of votes of all members, in case of equality of votes the vote of the Chairman shall decide.

b) The Control Commission mainly:

- controls management and Statutes observance,

- performs resolutions accepted by INTERGRAM organs,

- submits precautions and various remedies designed to eliminate definciencies to all the INTERGRAM organs,

- submits a report about its activities to the GENERAL ASSEMBLY,

- minutes are taken from all the proceedings,

- members of the Commission are obliged to maintain confidentiality about all the facts they learn about during performing their function in the Commission.

c) The function of the member of the Control Commission is incompatible with a function in other INTERGRAM organs and with employment in INTERGRAM. Membership in the Control Commission is remunerated by a lump sum, whose amount and term of payment is determined by the GENERAL ASSEMBLY

d) Representant of the Commission has a right to participate at the Committee sessions.

4) MANAGING DIRECTOR of the association

a) The Managing director represents the association in public and acts in its name. He is appointed and revoked by INTERGRAM Committee, which also determines his reward.

b) Managing director of the association mainly:

- ensures all INTERGRAM activities according to the Statutes, the GENERAL ASSEMBLYand the Committee decisions,

- controls administration apparatus of INTERGRAM,

- engages and discharges INTERGRAM employees and determines their basic wages and bonuses, whereas the basic wage of the Managing director shall be the maximum basic wage,

- in the name of the association negotiates and signes general agreements with users´ organizations and international agreements with partner organizations; in cases reserved by the INTERGRAM Committee he countersignes the agreements together with the Chairman or the Vice-chairman of the Committee of INTERGRAM,

- signes all individual contracts,

- has the right to sign all bank accounts of the association,

- participates at the GENERAL ASSEMBLY, Committies and Control Commission sessions,

- after hearing in the Committee issues the Rules of Organization of the association, which are countersigned by the Chairman of the Committee,

- issues other internal regulations of INTERGRAM.

ARTICLE V

INTERGRAM management

1) INTERGRAM represents the rights holders in its own name and on their account. INTERGRAM exercises the collective administration nonprifitably. To cover the purposeful expenses INTERGRAM uses mainly the following financial means:

a) overhead deduction from incomes collected by INTERGRAM within the frame of collective administration,

b) unless set by a legal regulation, the amount of overhead deduction is determined by theGENERAL ASSEMBLY,

c) revenues from administration of financial means collected by INTERGRAM in accordance with its purpose and administred with a due dilligence in accordance with law provisions concerning collective administration of the rights of performing artists and producers of phonograms and audio-visual fixations and also with the Clearance Rules.

2) Financial means obtained according to the paragraph 1) INTERGRAM uses to cover costs of activities arising from its purpose and in accordance with the approved budget.

3) INTERGRAM furthermore forms funds which fulfil purposes corresponding with the basic mission of INTERGRAM. Principles of formation and use of funds shall be set by theGENERAL ASSEMBLY.

4) Clearance of remuneration of performing artists and compensations of producers of phonograms and audio-visual fixations is accomplished by INTERGRAM according to the approved accounting principles at least once a year. INTERGRAM organs are within the framework of their authority liable for management of the property and management of the entrusted funds.

ARTICLE VI

Transitional and final provisions

1) INTERGRAM may be dissolved only if the dissolution is approved by 75 % of valid votes of all the individual members from the group of performing artists and by 75 % of valid votes of all the individual members from the group of producers. The GENERAL ASSEMBLY shall decide on the way of liquidation of the association.

2) Performing artists, who concluded individual contract of representation before these Statutes were adopted, become members of INTERGRAM by course of these Statutes from the date they were adopted.

Prague, April 21 2009