APPROVED
By the Conference Protocol No. 1 of June 1, 2011
1. General provisions
1.1. Lithuanian Neighboring Rights Association (AGATA) – the association of collective administration of Neighboring Rights (hereinafter referred to as Association) – is a voluntary organization of legal and natural persons, performers and producers of phonogram.
1.2. Association is the public legal person of limited civil liability, non-profit organization, which executes the activity provided in these Statutes within the framework of its competence, and has its seal with the name, emblem and other necessary attributes.
1.3. The residence of Association is S. Zukausko street 39, Vilnius.
1.4. Association performs its activities on the basis of the Constitution of the Republic of Lithuania, laws of the Republic of Lithuania, international agreements and these Statutes.
1.5. The activity of Association is termless.
1.6. The financial year of Association is a calendar year.
1.7. The legal status of Association is the association.
2. Tasks and Goals of Association
The Association:
2.1. Administers the rights of holders of neighboring rights in accordance with Republic of Lithuania Law on Copyright and Related Rights, other laws and international agreements; ensures broader and more beneficial usage of Lithuanian and foreign objects of neighboring rights.
2.2. Coordinates the activity of its members within the area of protection of neighboring rights.
2.3. Protects and defends the interests of members of Association, coordinates them and eliminates the possible contradictions.
2.4. Ensures the protection of neighboring rights in Lithuania and foreign countries.
2.5. Takes part in the events of non-governmental organizations where the problems of protection of neighboring rights are being solved.
2.6. Represents the members of Association which are the performers and the phonograms producers in the international conferences and meetings regarding the issues of the neighboring rights.
2.7. On the basis of signed agreements and contracts, changes the accounting knowledge of neighboring rights’ objects and subjects with analogous foreign organizations, as well as other documentation, which is necessary for the protection of neighboring rights.
2.8. Prepares the proposals concerning the development of normative acts regulating neighboring rights and seeks to achieve the consistent implementation of the laws in force.
3. Functions of the Association
The Association:
3.1. Grants licenses and makes agreements concerning the usage of the objects of neighboring rights with third parties.
3.2. Makes the arrangements with the users of the objects of neighboring rights for the extent of remuneration to the performers and producers of phonograms, its paying terms, and other conditions.
3.3. Collects, allocates and pays the remuneration to the Lithuanian and foreign holders of neighboring rights for the objects of neighboring rights used in Lithuania and /or in foreign countries. After deduction of administration expenses, the remaining remuneration amount is not transferred to the property of AGATA and must be distributed equally: 50 % to the performers and 50 % to the producers of phonograms, if the legal acts of Lithuania do not provide otherwise.
3.4. Protects the rights of the subjects of neighboring rights represented by the Association in the court and in other institutions.
3.5. Provides the consultations on the issues of neighboring rights.
3.6. Participates in the process of preparation and signing the international agreements in the area of neighboring rights. Signs the cooperation agreements with the analogue foreign organizations for mutual protection of neighboring rights.
3.7. Registers and saves the information about the performers and the producers of phonograms of the Republic of Lithuania and foreign countries as well as their objects of neighboring rights.
3.8. Saves the information about the application of legal norms of neighboring rights in the Republic of Lithuania and other countries.
3.9. Maintains the partnership and consultation relationship with different users of artistic, intellectual and other creativity products, as well as with their organizations.
3.10. Mediates for the holders of neighboring rights and natural persons or legal entities of foreign countries for signing contracts concerning the use of the objects of neighboring rights.
3.11. Fulfills the other functions of collective rights administration in accordance with the agreements for transfer of neighboring rights.
4. Rights and Duties of Association
4.1. In order to execute its activities, Association can:
1) have operating and currency accounts in the banks in accordance to order, prescribed by laws;
2) possess, use and dispose the property and assets pertaining to Association;
3) conclude the agreements and undertake the obligations;
4) use the assets for the implementation of the goals provided in these Statutes;
5) hire the persons for the implementation of activities, provided in the Statutes;
6) establish enterprises, public information means;
7) spread the information regarding its own activity, propagate the goals and tasks of Association;
8) join into the unions (confederations) of the association and withdraw from them;
9) undertake the international relationships, interchange with specialists;
10) join the international organizations of the protection of neighboring rights, participate in their activities;
11) establish branch offices and agencies.
4.2. The Association does not have the right to engage in commercial activities.
4.3. Association keeps the accounting records, provides financial-accounting and statistical information to the state institutions and pays taxes in compliance with law.
5. Rights and duties of Association members
5.1. Members of association are the performers, the producers of phonograms, and other subjects of neighboring rights who have entered into membership agreements with the Association.
Members are entitled to:
1) use the services rendered by Association according to the rules established by the Board;
2) get full access to the information about activities of Association; gain access to the documents of Association, according to “Order of submission of documents and other information about the activity of Association to the members” established by the Board;
3) cease to be a member of Association after handing in a motivated written request to the Board;
5.2. The member of Association must comply with the contractual obligations signed with the Association.
5.3. The members of Association are registered in the list of members of Association. Each member of Association is entitled to get information about these lists.
5.4. The members must comply with the Statutes of Association.
5.5. The member of Association who does not observe the obligations of Statutes or membership requirements can be excluded from the members of Association by decision of the Board.
5.6. The member of Association who has seceded or excluded from the Association, has no rights to the property of Association.
5.7. The members are entitled to the collected remuneration which is being paid out after the deduction of administrating costs.
5.8. The member must submit the correct and comprehensive information regarding the records of performances and issued phonograms. The member is responsible for the correctness of such information.
6. Organs of Association
6.1. Conference is the Organ of Association. Conference is entitled to all rights of the General Meeting of members. The Board of Association convenes it once a year. The extraordinary Conference is convened by the requirement of the Board, the Auditor or 1/5 of the members of Association. The representatives, who are elected in the last meetings of the performers and producers of phonograms, participate in the extraordinary Conference.
6.2. The representatives to the Conference are elected by following order:
1) during the meeting of performers – 10 representatives for the period of 4 years, by open or secret voting, by simple majority of votes. The Board establishes the order of convening and holding the meeting of performers;
2) during the meeting of producers of phonogram – 10 representatives for the period of 4 years, by open or secret voting, by simple majority of votes. The Board establishes the order of convening and holding the meeting of the producers of phonograms.
6.3. The competence of the Conference:
1) to ratify, amend and complement the Statutes of Association, make a decision upon the establishment of a member’s fee;
2) to formulate the tasks and goals of the Association;
3) to elect (and recall) the Board members of Association for the period of 4 years. The Conference participant’s, who are producers of phonograms, elect 5 Board members, who are producers of phonograms, by simple majority of votes from the candidates nominated in the meeting of the producers of phonograms; The Conference participant’s, who are performers, elect 5 Board members, who are performers, by a simple majority of votes from the candidates nominated in the meeting of the performers; the Chairman of Board is elected (and recalled) by open or secret voting from the members of Board; the Auditor (Controller) is elected for the period of 2 years from the candidates who are nominated by the Board;
4) To hear, evaluate and approve the reports of financial activity of the Board of Association and Auditor within the reporting year;
5) To make decisions concerning the methods and rules for the collection and distribution of the remuneration, the amount of deductions from the remuneration for covering the costs of collective administration, as well as other important aspects of collective administration of rights;
6) To reorganize, restructure and liquidate the Association;
7) To establish enterprises, public information means, belonging to the Association;
8) To approve the programs for special purpose, special-purpose installments rates and the order of their payment.
Conference is legal if more than half authorized representatives participate in it. The Chairman of Board, the Chairman Deputy or the Board member who is assigned by the Chairman moderates the Conference. The decisions of Conference are carried out by open or secret voting and by simple majority of votes. In case the Statutes are being changed or amended, the enterprise or public information means are being established, the Association is being reorganized, or restructured or liquidated, the decisions are carried out by not less than 2/3 majority of votes of the delegates who participate in the Conference. Every participant of Conference has one vote during the voting.
6.4. The activity of Association in the period between the meetings of Conference is managed by the administrating body – Association Board. The board is composed of 5 performers and 5 producers of phonograms.
6.5. The competence of the Board:
1) to elect the Deputy of the Board Chairman. In case the Chairman of Board is the performer, only producer of phonograms may be elected as a Deputy of the Board Chairman and, contrary, in case the Chairman of Board is a producer of phonograms, only performer may be elected as a Deputy of the Board Chairman.
2) to set the tariffs of remuneration dependent to the performers and to the producers of phonograms for usage of neighboring rights objects;
3) to discuss and submit to the Conference the rules and methods of collecting and allocation the remuneration dependent to the performers and the producers of phonograms;
4) to discuss and submit to the Conference the amount of deductions from the remuneration for covering the costs of collective administration;
5) to establish the structure of administration of the Association, the staff, system of salary;
6) to appoint and recall the Director of Association, to establish his/her salary;
7) to determine certain cases when the leader of administration is entitled to conclude the agreements on the behalf of the Association and to execute other actions after reception of prior approval by the Board;
8) to approve the amount of expenses of Association Board for the upcoming year;
9) to consider the activity and financial reports of Association;
10) to deal with other issues delegated by the Conference and other important issues of the Association;
11) to establish the order of convening and holding the meetings of the performers and producers of phonograms;
12) to establish the Branch offices of the Association;
13) to offer the project of Conference agenda and to present it to the Conference.
6.6. The Board is managed by the Chairman. In case the Chairman is not present, he/she is substituted by the Chairman Deputy.
6.7. The Board meetings are convened no less than twice a year. In case of necessity the meeting may be held on any time within the week by the request of the Chairman or of more than half of the Board members.
6.8. The Board meeting is legal in case more than half of members participate in it. Members have equal rights of voting. All decisions are carried out by open or secret voting and by simple majority of votes. In case the Chairman is absent, the Chairman Deputy moderates the Board meetings. The expenses of members of Board deriving from working in the Board may be compensated. The Director of Association participates in the Board meetings and has a right to advisory vote. The Board guides these Statutes and the “Regulation of Board Activities”, adopted by the Board.
6.9. The participants of the Conference are informed about the convocation of Conference. The members of Association are informed personally in written or by announcement of this in media not later than 10 days before the event.
6.10. In case the number of participants is not sufficient in Conference or board meeting according the Statutes rules, the second Conference is convened not later than within a month as well as the second board meeting is convened not later than within 10 days. During the second Conference or board meeting the members are allowed to carry resolutions from the previous Conference or board meeting regardless number of participant. The participants are informed about the second Conference or about the repeated Board meeting personally in written or by announcement about the event in media not later than prior 5 days to it.
7. Administration of Association
7.1. The administration of Association organizes and implements the operative activity of Association. The administration operates in accordance with the laws of the Republic of Lithuania, Statutes of Association and staff regulations, the resolutions adopted by the Board, and decisions adopted by the head of administration.
7.2. The head of administration is the Director of Association who is single managing body.
7.3. The Director of the Association:
1) manages the administration;
2) concludes the agreements on behalf of Association and represents it in other institutions;
3) hires and dismisses the employees of Association, rates their official salary;
4) represents the Association in court, government and administrating institutions, and in other relationship;
5) implements the resolutions, adopted by the Conference or Board.
6) manages the property, income, administrative-household expenses, and other assets of Association;
7) submits the annual financial report and the estimate of expenses of Association for upcoming year to the Board;
8) motivates the employees of Association according the order which is established by the Board;
9) manages the activity of Association and deals with its issues except those which were assigned to competence of the Conference or Board;
10) represents the Association in the international organizations;
11) participates in the Board meetings with the right of advisory vote;
12) makes public announcements in a daily newspaper “Respublika”.
8. Branch Offices and Agencies of Association
8.1. The Branch office (Agency) is established by the resolution of the Board of Association. The Branch office (Agency) is a subdivision of the Association which has separate residence and administration. The Branch office (Agency) is not a legal person and acts on behalf of the Association on the basis of the Statutes of Association and authorization granted by the head of administration. Number of Branch offices (Agencies) of Association is not limited.
8.2. The Branch office (Agency) is entitled to have a sub-account. The property of a Branch office (Agency) is recorded in the financial accountability of Association and in a separate financial accountability of the Branch office (Agency).
8.3. The Branch office (Agency) is registered and discharged in accordance with the laws.
9. Assets of Association and sources of income
9.1. The assets of Association:
1) deductions from the collected remunerations for covering the costs of collective administration;
2) assets which are granted by the state and municipalities;
3) assets and property which are contributed by natural and legal persons;
4) inheritances from testaments to the Association;
5) interests of credit enterprises which are paid for the assets kept in them;
6) assets which are received for provided consultations on the issues of copyright protection;
7) profit of the enterprises which are established by the Association;
8) other similar purposive contributions and deductions. purposive contributions are paid for the implementation of task-level programs;
9) other legitimately obtained assets.
9.2. Assets of the Association are used for the implementation of the goals which are provided in the Statutes;
10. Control of the financial activity of Association
10.1. Control of the financial activity of Association is executed by the Auditor (Inspector).
He is obliged to:
1) check the annual financial accountability of Association and other documents of the accountancy activity;
2) execute the accountancy inspections of Association by the assignment of the Conference or the Board;
3) report about the infringements that are identified during the inspection to the next Board meeting;
4) submit the report of infringements identified during the inspection of the annual financial activity of Association to the Conference.
10.2. The administration of Association is obliged to submit the required documents of financial accountability to the Auditor (Inspector).
10.3. The Auditor (Inspector) is lawfully responsible for keeping back the defects of financial activity of Association.
10.4. The State Control is entitled to check the usage of assets which where distributed by the State or municipalities.
11. Order of reorganizing and liquidation of Association
11.1. The Association can be reorganized by the resolution of the Conference. The Association can be reorganized as following:
1) by consolidation with other Associations;
2) by resolving it into the few Associations.
11.2. During the reorganizing of Association, the evaluation of property is obligatory. The Auditor (Inspector) submits the conclusions in written until the Conference during which the reorganization of the Association is going to be under consideration.
11.3. The basis for liquidation of Association is as following:
1) resolution of the Conference;
2) there are remaining until 3 members of Association;
3) the judgment of the court to liquidate the Association for the offences set by law.
11.4. The institution which has approved the decision to liquidate the Association, appoints the Liquidator, sets his authorities, terms of liquidation, order of inventory and taking over the property.
11.5. The fact of liquidation of the Association must be announced publicly after 20 days from the decision to liquidate or reorganize the Association.
11.6. After liquidation of the Association, the Liquidator has to draw up the act of liquidation, sign out the Association, and return the certificate to the manager of registry who had issued it.
11.7. During the liquidation of the Association, the Liquidator distributes proportionally the property and assets of Association that remain after paying the taxes including the taxes which are not paid to the budget of the State Social Insurance Fund as well as assets counted by the tax administrator, authorities and other official institutions, the penalties and delayed payment charges, until the signing out the Association among the members of the Association, the performers and the producers of phonograms according to the order prescribed by law: 50% for the performers and 50% for the producers of phonograms. These sums distributed among the performers and the producers of phonograms (the 50 % as mentioned before) are divided separately between the performers and the producers of phonograms proportionally to every of them according to the size of remuneration calculated during the last year.
11.8 The reorganization, restructuring or liquidation of Association shall be guided by these Statutes and second book of the Civil Code of the Republic of Lithuania (chapter VIII “Termination and Restructuring of Legal Persons”).
