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Chapter of the public association of «AZERBAIJAN GUILD OF PROFESSIONAL DIRECTORS»

(3rd EDITION)

 

  1. GENERAL PROVISIONS

 

1.1. “Azerbaijan Guild of Professional Film Directors” which is a public association  (hereinafter – the Guild) was established by professional film directors and television directors who are citizens of the Azerbaijan Republic creating an audiovisual object of art through intellectual, creative work, having objects of copyrights and related rights, as well as copyrights.

1.2. Name of the Guild:

  • Full name in Azeri: ” Azerbaijan Guild of Professional Film Directors “

– Short name in Azeri: ” Guild of Film Directors ”

1.3. For its obligations the Guild is liable with its property belonging to it based on property right and pecuniary based on the legislation.

1.4. The Guild does not bear responsibility for the obligations of the state and at the same time the state is not responsible for the obligations of the Guild.

1.5. The Guild operates based on the following principles:

  • Legitimacy, democratic self-management and openness, voluntariness and equal membership;
  • Creative independence of each member;
  • Openness for all holders of property and non-property rights in the audiovisual sphere;
  • Recognition of the superiority of moral values and respect for national traditions and values;
  • Compromise settlement of issues given the confidence and mutual assistance of Guild members and their interests.

1.6. In its activity, the Guild is governed by the Constitution of the Azerbaijan Republic, Laws of the Azerbaijan Republic “On Non-Government organizations (public associations and foundations)”,  “On Copyrights and related rights” and other effective legal acts and this Charter.

1.7 As the Guild of Professional Film Directors, the Institution passed state registration with the Ministry of Justice of the Azerbaijan Republic on 18.06.1999 with the registration No 1156. On 29.12.2009 the name of the Guild was changed and it was called the “Azerbaijan Guild of Professional Film Directors”.

1.8 The Guild is a legal entity, owner of resources and property, and may on its own behalf act as a claimant or defendant in court, arbitrage and jury court.

1.9. The Guild has its independent balance, settlement and other currency accounts within and outside of the Azerbaijan Republic, its seal with its own logotype and name, as well as stamps and other details.

1.10. Adress of the Guild: 1 Moscow  ave., Baku city, Republic of Azerbaijan

 

  1. PURPOSE AND OBLIGATIONS OF THE GUILD

 

2.1.The main purpose of the Guild:

  • To carry out collective management of ownership rights of authors of audiovisual works;
  • To increase prestige and public importance of film directorship as a leader of a creative team creating an audiovisual work.

2.2. The main type of activity of the Guild is to carry out collective management of rights in the following spheres of collective management:

2.2.1. to carry out collective management of ownership rights to audio-visual works of authors, manufacturers and authors of audio-visual works who empowered the Guild to manage ownership rights on a collective basis;

2.2.2. provide fee for the mass use of works or broadcasting of works by air or cable television, as well as retranslation through collective management of ownership rights of authors of audiovisual works (director, scriptwriter, composer, operator and artist);

2.2.3. Provide copyright royalty of composers of music pieces created especially for an audiovisual work (with or without text) for mass execution of a music piece in case of mass execution of that audiovisual work;

2.2.4. exercise the right of authors, performer of audiovisual works and producers of audiovisual works to royalty in case of reproduction of an audiovisual work for personal purpose without generation of profit.

2.3. The Guild carries out the following functions within its authorities;

– agrees with the user upon the amount of the royalty and other conditions in case of issuance of a license;

-agrees with the users upon the amount of the royalty in cases of collection of royalties without the issuance of a license;

– collects royalty provided for in the license and (or) in the item 3 of this paragraph;

– the collected royalty is distributed and paid by holders of copyrights and related rights it represents;

– takes other legal actions necessary for the protection of the rights it manages;

– carries out other works in accordance with powers given by holders of copyrights and related rights.

2.3.1. The Guild that is carrying out collective management of ownership rights has a right to receive appropriately certified programs and other documents from persons using works and objects of related rights about used works and incomes, as well as, to require payment of the royalty within the set term.

2.4. Main duties of the Guild:

To do the following through the collective management of ownership rights of authors within the powers obtained from persons having ownership rights to audiovisual works:

2.4.1. To distribute the collected royalty to holders of copyrights and related rights and to pay to legal owners; moreover the guilds has a right to deduct  from the collected royalty the amount required for the payment of expenses made to the collection, distribution and payment of the royalty.as well as  the amount assigned to special foundations created by the organization based on the consent and interests of holders of copyrights and related rights;

2.4.2. To distribute and regularly pay the collected royalty in accordance with the actual use works and objects of related rights the deduction of the amount shown in the item 1 of this paragraph;

2.4.3. Along with the payment of the royalty to inform holders of copyrights and related rights about the exercise of their rights;

2.4.4. To transfer annual fee to the account of the respective executive power operating in the sphere of copyrights of the Azerbaijan Republic;

2.4.5. Require the royalty payable to holders of copyrights and related rights who did not gave the power to organizations collectively managing the property rights to collect royalty for the use of their works, as well as to require exclusion from the license of works and objects of related rights transferred to the use of the organization;

2.4.6 To help  transfer the rights to personally use audiovisual works for members of the Guild or their legal successors

2.4.7. Represents legal interest of authors and other right holders – members of the Guild or their legal successors at state and public organizations and offices, companies, firms;

2.4.8. The Guild submits the information shown in the item 3of the article 43 of the Law of the Azerbaijan Republic “On the Copyrights and related rights” to a respective executive authority operating in the sphere of copyrights;

2.4.9. For the purpose of fulfillment of purposes and obligations provided for in the Charter, carries out other activities not contradicting the effective legislation of the Azerbaijan Republic;

2.5. For the achievement of purposes and obligations, the Guild has respective rights provided for in the legislation of the Azerbaijan Republic and carried out the following activity:

  • In the manner provided for in the effective legislation, display the initiative and makes proposals for the preparation decisions at state and local self-management authorities regarding the issues related with the development of cinematography, and as a whole culture and art;
  • Concludes contracts with users or producers for the purpose of provision of the collection of the royalty for the use of audiovisual works and its distribution to authors;
  • Helps members of the Guild in the preparation of contracts, agreements and other legal documents with local and foreign customers;
  • Nominates members of the Guild for an award and organizes presentation of films at film festivals;
  • Establishes cinema festivals, professional awards at the sphere of cinema at the international and republic level;
  • Creates conditions for the increase of the professional level of members of the Guild and training of professionals through seminars, symposiums, conferences and organization of courses;
  • Acts as a subject of civil and legal;
  • Establishes mass media, carries out publishing, polygraphic and advertisement activities;

2.6.The Guild exercises other rights established by the legislation of the Azerbaijan Republic.

 

III. FOUNDERS AND MEMBERS OF THE GUILD,

THEIR RIGHTS AND OBLIGATIONS

 

 

3.1.Legal entities (except for state government and local self-management authorities) or individuals above 18 may be founders of the Guild.

3.2. Founders have equal rights. Mutual relations, rights and duties of founders are determined by the legislation, or contracts concluded between them or this Charter.

3.3. Every individual or legal person (except for state government and local self-management authorities) may be a member of the Guild. Founders of the Guild are considered to be also member of the Guild.

3.4. Foreign citizens or stateless persons residing in the Republic of Azerbaijan, meeting the following requirements may be members of the Guild:

  • Creator of a work in the sphere of audiovisual art and owners of intellectual property (an author or an owner of copyright and related rights);
  • Those who receive copyright royalty and other fees for creative activity;
  • Those who accept and undertake to execute conditions of the Charter of the Guild and signing the professional Code of behavior and ethics of a member of the Guild;
  • Those who assist in the activity of the Guild;
  • Those who pay joining fee;

3.5. Organizations, film studios, television and video companies, work force of animated and documentary films accepting conditions of the Charter of the Guild, paying the joining fee and paying membership fee in timely manner may be members of the Guild.

3.6. Admission to membership of the Guild is carried out based on a written application by the decision of the Management Board of the Guild;

3.7. Members of the “Guild” have the following rights:

  • Elect and be elected to all managing and controlling authorities of the Guild;
  • Take part in the statutory activity of the Guild;
  • Address the Guild for the protection of its rights and interests;
  • To use the help of the Guild in cases of impinge on creativity, copyrights and professional honor and dignity;
  • To obtain any information about the statutory activity of the Guild and agencies within the structure of Guild;
  • To take part at meetings of the managing bodies of the Guild during the settlement of issues directly related with it;
  • To use all foundations and property of the Guild, in accordance with the regulations approved by the Management Board of the Guild;
  • To raise an issue for the revision of decisions made by the Management Board of the Guild, as well as its every member or of their activity;
  • Cease to be a member of the Guild at own will;

3.8. Duties of a Guild member:

  • Strictly observe the Code of professional ethics and behavior of a Guild member;
  • Receive any information about collective management of any of or all the copyrights and related rights which is the result of its own intellectual creative activity;
  • Make timely and full payment of a joining and membership fee;

3.9. Membership in the guild does not give rights to automatically use the name and logotype of the Guild in the advertisement and sale of its products. This right may be given to the Guild member only based on the decision of the Management Board of the Guild or a contact;

3.10. Guild members have a right to obtain any information, to familiarize with documents, make request, require an answer, raise an issue, make a complaint regarding the financial and economic activity of the Guild;

3.11. Refusal from the acceptance to membership shall be substantiated and complaints may be considered by a Guild Conference;

3.12.Withdrawal from Guild membership is carried out voluntarily based on an application of the a Guild member;

3.13. For the violation of the Charter of the Guild a member may be brought to administrative liability established by the Management Board of the Guild. Exclusion from the membership of the Guild, is carried out in cases of repeated violation of the Charter;

3.14. The issue of bringing to administrative liability and exclusion from Guild membership is considered and approved by the Management Board of the Guild upon the agreement with the Chairman. In this connection, a Guild Member has a right to address a complaint to the Guild Conference or court.

 

 

  1. ORGANIZATIONAL STRUCTURE AND MANAGEMENT BODIES OF THE ”GUILD”

 

4.1. The Guild has the following management bodies: Conference of Guild members (general meeting), Management Board of the Guild, Inspection Commission of the Guild.

4.2. Supreme management board of the Guild is a Conference called at least once a year. Guild members shall be given at least 2 week prior notification of the next Conference and its venue.

4.3. The Conference is called within one month based on the written request of not less than 1/3 of Guild members or by the initiative of the Management Board, Inspection Commission;

4.4. When the Conference is attended by more than a half of Guild Members, the Conference is considered to be competent. Decisions are made through secret or open voting, by simple majority of voices. Decisions on the dissolution or restructuring of the Guild, as well as changes and amendments to the Charter are made only by the vote of at least 2/3 of the attendees of the Conference.

4.5. Authorities of the Conference:

  • Adoption of and changes to the Charter of the association;
  • Determination of principles of formation and use of the property of the association;
  • Establishment of executive bodies of the associations and early suspension of their authorities;
  • Approval of the annual report;
  • Participation at other organizations;
  • Reorganization and dissolution of the association
  • Hearing of the report of the heads of executive bodies of the association.

4.6. After the resignation the person who was the President or Chairman may be given the title of the “President of Honor” or “Chairman of Honor” for the great services to the Guild.

4.7. At the period between the Conferences, management of the activity of the Guild is carried out by the Management Board. The Management Board of the Guild is composed of the chairman of the Management Board, 1st deputy of the management board, 2nd deputy of the management board, Secretary of the management board, director of the guild and other members. The Management board (Chairman of the Management Board, 1st and 2nd deputy of the Management Board, Secretary of the Management Board, manager of the Guild and other members) is elected by the Conference for 5 year term. Meeting of the Management Board is held if required, but not less than once a half year. Arrangement and holding of meetings of the Management Board are carried out by the Chairman of the Management Board and secretary of the Management Board.

4.8. The person acting as a representative of the Guild, managing its daily activity and permanent representative of managing bodies is the Chairman of the Management Board. 1st deputy of the Management Board can fulfill the duties of Chairman of the Management board if he or she is not available for certain reasons. One of the 2 deputies of the Guild manages coordination related to the authors of audiovisual works, while the other manages coordination related to the users of the audiovisual works.

4.9. Rights and duties of the chairman of the Management board:

  • Represents the Guild in relations with offices, organization and companies irrespective of the form of ownership;
  • Acts on behalf of the Guild without a power of attorney;
  • Signs any document on behalf of the Guild;
  • If required, signs contracts and civil and legal agreements;
  • Opens and closes accounts in banks and other financial credit departments, Guild and its structural departments and organizations;
  • Represents and protects its own legal interests and interests of its members at state and public organizations, law enforcement authorities and courts.
  • Interacts with state bodies and public organizations, makes offers to state government and management authorities;
  • Carries out various works necessary for the protection of interests and rights of Guild members;
  • Organizes exhibitions, seminars, festivals, parties and other cultural and mass activities;
  • Concludes representation contracts with foreign and international organizations engaged in similar activities;
  • May propose for consideration of members of the Management Board all the issues beyond the authorities of the conference:

4.10. Authorities of the Management Board:

  • Arranges execution and controls implementation of Conference decisions;
  • Approves the structure, staff schedule of the executive bodies and the current budget of the Guild as advised by the chairman of the Management Board;
  • Hears the report of the chairman and manager on performed works;
  • Admits to and withdraws from the Guild membership;
  • Makes decision on the establishment, reorganization and cancellation of structures with their on activity accounts created based on the effective legislation of the Azerbaijan Republic;
  • Determines the amount and payment procedure of the joining and membership fee of Guild members;
  • Elects candidates of the Guild manager from its composition and elects heads of structural organizations and departments of the Guild upon the presentation of the manager of the Guild;
  • Determines the amount of sanctions for the violation of basics of the Charter (the amount or restriction of rights);
  • Manages material and financial means of the Guild;
  • Makes decision on the establishment, reorganization and closure of branches, representative offices and other structural departments of the Guild, and approves their charters;
  • Considers and makes decision on other significant issues related with the statutory activity of the Guild, that are beyond the exclusive authority of the Conference and brought up for the discussion on the initiative of the Board members;

4.11. Decision of the Management Board is considered to be made only if more than half of the members of the Management Board vote for it. All decisions made at the meetings of the Management Board shall be drawn up in writing based on minutes and approved by the Chairman and Secretary.

4.12. Arrangement of the Management Board, documentation and control over the execution of made decision is carried out by the secretary of the Management Board;

4.13. Decisions of the Management Board are carried out  by the manager of the Guild.

4.14. The Manager of the Guild  fulfills management functions related with the economic activity of the Guild.

4.15. The body controlling activity of the Guild is the Inspection Commission elected for 5 year term, operating based effective charter, Regulation on the Inspection Commission of the Guild, as well as legislative acts regulating financial activities of public associations;

4.16. Inspection Commission:

  • Carried out supervision of financial and economic activity of the Guild;
  • Controls financial documents submitted by the Management Board and comments on the documents.
  • Has a right to familiarize itself with all financial and economic documents of the guild.
  • Acts in the Management Board with a consultative vote.

 

 

 

  1. V. RESOURCES AND PROPERTY OF THE GUILD

 

5.1. The carried out is economic activity through the creation of companies and organizations having the status of a legal entity with activity accounts;

5.2. The Guild may have its own building, accommodation fund, cultural and mass and health care complex, financial resources, shares, other securities, other forms of ownership providing activity provided for in the effective charter. The Guild may freely use its own property and financial resources.

5.3. Sources of funds and property of the Guild:

  • Joining and membership fees of Guild members;
  • Funds obtained for the management of rights of authors and other right holders after the payment of author’s fees for the intended purpose;
  • Other incomes not prohibited by the effective legislation of the Azerbaijan Republic;

5.4. Funds and property of the Guild are used for the payment of the following resources in accordance with the estimates approved  by the Management Board:

  • Settlement of social and domestic problems of the Guild;
  • Different kinds of financial aid to Guild members;
  • Create and protect its own institutions;
  • Establishment of international relations with creative organizations;
  • Payment of salaries of regular employees of the Guild;
  • Charity activity;
  • Maintenance of buildings, transport, material and technical facilities belonging to or used by the Guild;
  • Rewarding members who had significant contributions to the implementation of the Guild’s projects;

5.5. The Guild draws up financial, statistical and other reports in the manner established in the legislation and submits them to state authorities.

5.6. Carries out accountancy and reporting regarding the activity of the Guild in accordance with the regulations and rules provided for in the legislation of the Azerbaijan Republic.

 

  1. TERMINATION OF THE ACTIVITY OF THE GUILD

 

6.1. Activity of the Guild is terminated through its reorganization (merger, joining, division, separation, transformation) and termination. Termination of the activity of the guild is carried out in the manner provided for in the effective legislation.

6.2. According to the decision on the termination of the activity of the Guild, there shall be created a liquidation commission. From that moment, all the authorities related with the management of the Guild transfer to it. The Liquidation commission draws up a liquidation balance-sheet. In case of liquidation of the Guild, the property remaining after settlements with the budget and fulfillment of requirement of creditors is directed for the Charter purposes, and if this is not possible, to the state budget. Liquidation of the Guild is carried out in accordance with the Civil Code and other legislative acts of the Azerbaijan Republic.

 

VII. OTHER CONDITIONS

 

7.1. Issues not stipulated in this Charter are regulated by the legislation.

7.2. If in future provision of the Charter will conflict with the legislation, provision of the legislation are applied.

7.3.Financial year of the Guild begins from the moment of registration and ends on December 31 of that year. Further financial years begin on January 1 and cover the period till December 31.