Translation from Romanian into English
At the Meeting of establishment
of the Public Association “National Association for the Protection of Intellectual Creation”
pursuant to the minutes no. 1 from April 11th, 2011
By the Ministry of Justice no. 4978 from 29.04.2011
Seal: Republic of Moldova, Chisinau municipality Ministry of Justice
of the Public Association “NATIONAL ASSOCIATION FOR THE PROTECTION OF INTELLECTUAL CREATION”
1. GENERAL PROVISIONS
1.1 The Public Association “National Association for the Protection
of Intellectual Creation” hereinafter referred to as - "Association", is a non-governmental public association, apolitical, non-profit organization, incorporated by the free will of associated persons in order to jointly achieve the goals set forth by these Articles.
1.2 Full name: Public Association “National Association for the Protection
of Intellectual Creation”. Short name: PA “NAPIP”.
1.3 The Association is incorporated and operating in accordance with the Constitution of Republic of Moldova, Law of Republic of Moldova no. 837-XIII on public associations of May 17th, 1996 Law of Republic of Moldova no. 139 on copyright and related rights of 02.07.2010 and the hereby Articles.
1.4 The Association is incorporated as legal organization form: "Public Association".
1.5 The Association acquires the legal entity status upon registration of Articles at the Ministry of Justice of the Republic of Moldova, has all the rights and obligations assigned by the law to such categories of legal entities. The Association has a seal, logotype, its own financial balance, bank account in lei and foreign currency, fiscal code and other attributes of the legal entity.
1.6 The Association is a republican public association and operates throughout the Republic. The term of the Association’s activity is unlimited.
1.7 The Association is non-profit, apolitical, of public utility.
1.8 The Association will use all incomes from its activity for purposes provided for in these Articles.
1.9 The Association will not support any political party, electoral block or candidate for a position in within public authorities and will not use any part of the income or property for their financing.
1.10 The Association has a definite property necessary to ensure the activity provided by these Articles, and bears responsibility for its obligations with this property.
1.11 The Association headquarters is situated: the Republic of Moldova, Chisinau municipality, 2, Gohberg street, apt.88.
1.12. The terms used in the hereby Articles have the following meaning:
-author (composer, text author, writer, poet, dramatist, director, painter, choreograph, etc.)- means the natural person whose intellectual work was created the work;
- performer-actor, bandmaster, vocalist, instrumentalist, dancer or another person who plays roles, sings, recites or interprets literary, art, musical works, variety shows, circus etc., rather protected or not by copyright;
- phonogram producer- natural or legal person by whose initiative and under whose responsibility, including financial one, is performed the first recording of performance sounds, other sounds or representations of sounds;
-holder of related rights- performer, phonogram producer (videogram), broadcasting organization;
- rights holder - author, performer or phonogram producer;
- collective administration of patrimony copyright and related rights- administration as provided by legislation and hereby articles, by own or in the name of rights holders, of property rights of the authors and holders of related rights upon the contracts concluded with them, as well as those property rights in respect of which the collective is according to obligatory legislation;
- licence- civil contract, concluded obligatory with the authors, holders of related rights or with their successors or with the administration organization by collective principles of property rights by all the persons who valorise objects of copyright and/or related rights;
-Association repertory-totality of musical works, with and without text, literary, art, audio visual, performances, phonograms etc. protected by copyrights and related rights, whose author or other holders of related rights have transmitted to the Association property rights for collective administration directly or through similar organisations from country and abroad.
2. ASSOCIATION PRINCIPLES OF ACTIVITY
2.1 The Association is incorporated and operates under the principles of association freedom, legality, publicity and transparency, equality of all members, free expression of opinion by all members and their access to any information pertaining to the Association's activities, and self-management.
2.2 The Association is free to choose its own activities, forms and methods of activity and to establish its internal organizational structure. It is prohibited the involvement of public authorities in the Association activity as well as the involvement of the Association in the activity of public authorities.
2.3 The Association promotes in its activity the national, civic values and interests, as well as of democracy and rule of law, partnership, open competition and complies with the ethical standards of the non-commercial sector.
2.4 The Association during its activity will avoid during its activity the emergence of conflict of interests.
2.5 The Association activity has a transparent nature. The information on the constitutive and programmatic acts is available to everybody. Every natural and legal person is guaranteed the access to the financial and activity statements of the Association.
3. GOALS AND METHODS OF ACHIEVEMENT
3.1. The Association goal is to promote young talents in the field of culture, education and science and also to help the population, especially young people in order to form knowledge, abilities, skills, attitudes and necessary behaviours for a more successful integration into society.
3.2. In order to realize its goals, the Association will develop the following activities:
• Study of necessities of population, especially of the young people.
• Information, resources and counselling services.
• Service of training and technical assistance.
• Service of orientation, vocational and career training.
• Social and community services.
• Services of recreation and leisure.
• Promotion and protection of children’s rights.
• Promotion of the volunteer service.
• Services for the development of the opportunities of cultural expression of the population, especially of young people.
• Discovery and promotion of young talents in the cultural field.
• Services of management and audio/video production.
• Organisation of public manifestations with cultural character.
• Organisation of cultural festivals.
• Organisation of actions with philanthropic character.
• Creation of mass-media.
• Services of consultation and assistance in order to register trade marks and patents.
• Services of commercial intermediation.
• Collective management of all categories of patrimony copyrights and related rights of the performers and phonogram producers.
• Other types, not forbidden by the legislation in force.
3.3 To achieve its goals the Association has the right:
• to represent the interests of the Association members before the public authorities and other organisations;
• to protect the rights and interests of its members;
• to build its own mass-media;
• to conduct publishing activity;
• to distribute free information about its activity:
• to obtain necessary information from the public authorities for conducting statutory activity;
• to enter into contracts on its behalf, to buy and sell goods in accordance with the statutory purposes;
• to participate in national and international competitions in order to obtain social orders and subsidies from the government and to obtain grants and scholarships from other countries, national, foreign and international foundations;
• to enter into legal bilateral and multilateral agreements of cooperation with individuals and legal entities in order to achieve the statutory goals and objectives;
• to found companies and other organizations with the right of legal person;
• to buy property complex, movable and immovable property necessary for the development of activity and guarantee of a proper operating of the Association;
• to enjoy other rights provided by law.
3.4 In order to realize its collective management activity of all categories of patrimony copyrights and related rights of the performers and phonogram producers, the Association will exercise the following attributions:
• Issues licences to users for the valorisation of works or related rights objects, rights to which have been entrusted for management by the rights holders or are exercised according to law.
• Negotiates with the users the remuneration quantum of the valorisation of works or related rights objects, as well as other licensing conditions.
• Accumulates the stipulated remuneration in the issued licences and/or that which is due in virtue of a fair remuneration.
• Assigns the accumulated remuneration, pays it on time and as possible, equitably and proportionally with the real value and valorisation of the works and appropriate related rights objects.
• Represent the rights holders, including the aliens (in the person of collective administration organisations from that country), in courts and within other legal procedures, as well in state bodies and organizations, according to rights transmitted by them or by the hereby law and drafts any necessary legal documents in order to protect and ensure the respective rights, including in own name.
• Ensures the exercise of the rights of its members abroad by concluding agreements of mutual representation of interests with similar organizations of collective administration from abroad.
• Makes any other actions within the delegated powers by the copyright and related rights holders.
3.5. In order to realize its collective management activity of all categories of patrimony copyrights and related rights of the performers and phonogram producers, the Association will have the following supplementary rights:
• To control the beneficiaries’ activity on the valorisation of work and objects protected by related rights, including the respect of valorisation conditions and payment terms of the author remuneration.
• If necessary, to undertake any legal actions for the reestablishment of the violated copyrights and related rights, including by court proceedings, both in own name and in the name of the rights holders it represents.
• To undertake wholly the attributions conferred by the Code of Civil Procedure, including: to sign and to submit claims; to remove the case to an arbitration court; to renounce totally or partially to action claims; to increase or reduce the quantum of these claims; to modify the action reason or objective; to recognize; to conclude transactions; to cross-claim; to transmit empowers to another person; to appeal the court decision; to change its execution way; to delay or to echelon its execution; to submit enforcement order; to receive goods or money upon the court decision;
• Within the legislation, to initiate projects of modification and completion of normative acts on copyrights and related rights;
• To sign agreements of mutual representation of interests with similar societies from the country and abroad, to join and to participate international forums on collective administration patrimony copyrights and related rights;
• To establish minimal tariffs for the valorisation ways of the copyrights and related rights about which such tariffs were not provided by government decision. When issuing the licences, the concrete tariff which is negotiated with the beneficiary can not be established under the limit provided by the Government or Association;
• To retain from the (accumulated) author remuneration sums (percentage collected in the amount decided by the Association Council) to cover the incurred sums when accumulating, distributing and payment of this remuneration;
• To undertake other non commercial activities resulting from the assumed obligations by agreements with rights holders;
3.6. The Association administrates:
- patrimony copyrights and related rights which are directly transmitted to the Association through rights holders or which are assigned for collective administration to the Association by the collective administration organizations of patrimony copyrights and/or related rights by signing with the association interest representation agreements, including mutual one;
- categories of patrimony copyrights and related rights for which, according to law, collective administration is obligatory on all creations and all rights holders, including those that did not mandate the Association in respect of this.
3.7. The Association is also issuing licences:
- In cases when the agreement of the rights holder is not requested, but is obligatory by law to pay remuneration, such as for performance and public communication, including by phonograms retransmission containing performance; on renting and loan; for the re-sale of phonograms/videograms samples including works and performances; other cases provided by law;
- For the payment of the compensatory remuneration for private copy according to art. 26 of the Law of Republic of Moldova no. 39 on copyrights and related rights of 02.07.2010.
3.8. Neither third similar organization from the country or abroad, has the right to execute collective administration of the creations from the Association repertory, without the association consent.
3.9. According to art. 188 Civil Code and art. 26 of the Law 837-XIII on public associations, the Association has the right to develop economic activity resulting directly from the aims provided in articles and exclusively for the realization of the articles aims.
4. ADMINISTRATION AND CONTROL BODIES
4.1 The organizational structure of the Association includes the following bodies:
• General Meeting;
• Administration Board;
4.2 The supreme administration body of the Association is the General Meeting of members or their delegates, who can be ordinary and extraordinary.
4.3 The General Meeting has the following main tasks:
• to determine the main trends of the Association activity;
• to decide on the Articles approval, supplement or amendment;
• to consider and approve the annual budget, annual financial balance;
• to choose and dismiss members of the Board of Directors and Censor;
• to approve the reports of the Board of Directors and Censor;
• to decide on the reorganization or liquidation of the Association, appoints a liquidation committee and approves the liquidation balance sheet;
• to decide on any other issues related to the Association activity.
4.4 The commission of all elected bodies by the General Meeting is of 10 years.
4.5 The regular General Meetings shall be convened when the Association so require, but not less than once per year. The General meeting is convened by the Board of Directors, which shall notify all the Association members at least 15 days before the date of the General Meeting holding. The notice on the meeting convening shall contain the meeting agenda, place, date and time. Each member shall be notified on the convening of meeting in part.
4.6 The Extraordinary general meeting is made by the Administration Board at its own initiative, at the request of the Chairman, censor or at the request of at least one third of the total number of members of the Association.
4.7 The extraordinary General Meeting shall be convened within at most two months from the date of the decision on extraordinary session convening adopted by the entities nominated in section 4.5 of these Articles. If the Administration Board refuses or intentionally delays the convening extraordinary General Meeting, the authorized entities are entitled to convene an extraordinary session without the consent of the Administration Board as provided for it.
4.8 The General Meeting is deliberative only if they are present 2/3 of all members or their representatives. Each member has one vote. The decisions are taken by the simple majority of votes of those who are present, except the decisions of amendment and completion of Articles and reorganization and liquidation of the Association, decisions that are taken by a vote of 2/3 of the amount of members attending the General Meeting.
4.9 If the General Meeting is not deemed deliberative the relevant body shall within a month convene another session of the General Meeting with the same agenda. The reconvening of the meeting shall be deliberative with the participation of the present members.
4.10 The General Meeting may take decisions only on matters included in the agenda. As to matters that were not included in the agenda the General Meeting may take decisions only if all members of the Association participate or are represented.
4.11 The conduct of the General Meeting shall be recorded in the minutes signed by the secretary and countersigned by the Chairman,
4.12 The Board of Directors is the permanent administration body of the Association, which consists of 2 persons, which is subordinated to the General Meeting and has the following competence:
• elaborates the development strategy and outlines the main trends of the Association activity, submitting them for approval to the General Meeting;
• ensures the execution of the General Meeting decisions and presents reports to the General Meeting on the Association activity;
• elaborates the Association budget, annual financial report and report on its activity by presenting them to the General Meeting for approval;
• approves the internal use regulations of the Association and establishes its organizational structure;
• approve the staff, proposals regarding staff hiring and firing, the remuneration procedure for the Association employees;
• establishes, as provided by law, the material responsibility of the Association Chairman;
• determines the conditions and procedure for accepting new members in the Association, as well as for removal from it;
• approves the seal, stamp, logotype and forms of the Association;
• decides on the establishment, reorganization and liquidation of the Association subsidiaries, approves their regulations;
• manages the Association assets and activity in relation to their increase;
• determines the way the collected donations can be used and distributed;
• ensures the observance by the Association of the ethics rules provided in the non-commercial sector;
• receiving and discharging members of the Association;
• decision-making on purchasing, distribution and alienation of the Association patrimony;
• operative management of the Association activity, property management;
• decides on the participation of the Association as founder of the non-commercial and commercial organizations;
• establishes minimal tariffs for the valorisation ways of the patrimony copyrights and related rights on which such tariffs were not provided by the government decision. When issuing the licences the concrete tariff negotiated with the beneficiary can not be established under the limit provided by the Government or Association;
• fixes the percent quantum of the amount liable to retention of the author remuneration for covering the collective administration expenses;
• adopts instructions on the accumulation, distribution and payment of the author remuneration;
• adopts licence forms, control documents, inspector reports, regulations of registration of authors, creations and different registers;
• decides on all matters which are not the exclusive competence of other Association bodies.
4.13 The Administration Board is elected by the General Meeting for a term of 10 years. The meetings of the Administration Board shall be convened if required, but not less than once per quarter, and are deliberative, if all members are present. The decisions are taken by unanimous vote. At the request of a member of the Administration Board, the Chairman of the Board shall convene within 10 days an extraordinary meeting. If the Chairman refuses or intentionally delays convening the extraordinary meeting of the Board, the member of the Board who requested the extraordinary meeting convening is entitled to convene an extraordinary meeting without the Chairman consent.
4.14 The membership of the Board terminates under the following conditions:
• in the event of death,
• in the event of resignation under the terms established by the one who resigns, but will not be less than one month after written approval of the Chairman;
• in the event of resignation by the decision of the General Meeting.
14.5. As provided for in section 4.14 the position occupied in the Administration Board remains vacant following that there shall be appointed as soon as possible another member.
14.6 The Chairman of the Association is at the same time the Chairman of the Administration Board, elected by the Board of Directors for a term of 10 years, directly manages the Association within the period between the meetings of the Board of Directors and has the following competence:
• convenes and chairs the meetings of the Administration Board;
• takes decisions on any matter related to the Association activity and that is not of other bodies’ exclusive competence;
• represents the Association in court, in dealing with public authorities and other individuals and legal entities;
• operatively manages the Association assets, enters into transactions and signs contracts, issues powers of attorney, opens bank accounts, signs other financial documents;
• organizes and manages the current activity of the Association, its subdivisions and ensures the execution of decisions taken by the Administration Board;
• makes proposals concerning staff hiring and dismissal;
• is responsible for secretarial work conduct;
• ensures the carrying out of accounting and statistic records as provided by law;
• is personally liable for the Association activity and for its movable and immovable property;
• makes proposals related to the procedure of collected donations distribution and participates in the distribution of humanitarian and other aids;
• provides the empowered authorities with required information and submits them statements as provided by law;
• issues orders, directions, disposals;
• signs contract with authors, related rights holders, organizations from the country and abroad on collective administration of the patrimony copyrights and related rights;
• issues licences to beneficiaries on valorisation of creations from Association repertory, as well as licences on which collective administration is obligatory upon law;
• decides on the work forms and methods, ensures the integrity and rational use of the Association property.
4.17 The Chairman may, if required, constitute expert groups to study some important issues related to the activity of the Association, to discuss certain government programs in the scope of the Association activity, to familiarize the public about major problems of the Association.
4.18 The monitoring of economic and financial activity of the Association is conducted by the Censor consisting elected by the General Meeting for a term of 10 years. The Censor can not be member of the Administration Board.
4.19 The Censor:
• analyses the compliance with the Articles of the Association, the execution of decisions of the General Meeting, meetings of the Administration Board and submits its report to the General Meeting;
• checks the appropriateness and legality of the Association funds use.
4.20 The Censor has the right to require the Administration Board some data on their activity for a certain period, to get acquainted with all instruments, documents on the Association activity.
4.21 The Censor makes the inspection once a year. The Censor may decide to conduct some checks on its own initiative in case of signals of violations in the financial activity of the Association.
4.22 The results of the inspection performed by the Censor shall be passed over to as reports to the Administration Board and General Meeting.
5. ASSOCIATION MEMBERS. THEIR RIGHTS AND OBLIGATIONS
5.1 The founders of the Association become by full right members of the Association. Member of the Association may be any citizen of the Republic of Moldova (including author, performers and phonogram producers) as well as foreign citizens, stateless persons residing in the Republic of Moldova, who recognize and support the Association objectives. The Association is not liable for its members’ obligations, and members are not liable for the Association obligations.
5.2 The candidacy of a future member of the Association and his/her removal is discussed at the Administration Board meeting in the obligatory presence of the relevant candidate. The decision to accept or remove the member will then be brought to the knowledge of the General Meeting.
5.3 Each member of the Association shall pay annual membership fee in the amount of 10 lei. The amount of membership fee may be amended by the decision of the Administration Board.
5.4 The Association members have the following rights and obligations:
• the right to participate in the Association activity, to elect and be elected to any eligible office of the Association, to participate in all Association projects, to publish works and other materials in the media body of the Association, to resign from the organization, showing or not the relevant reasons;
• the right to transmit for collective administration works and objects protected by the related rights, the holder of copyrights and/or related rights;
• to receive remuneration for each valorisation way of its works/performances managed through collective means by the Association.
• the Association members are required to comply with these Articles, decisions of the General Meeting, the meeting of the Administration Board and the Chairman, to participate actively in achieving the statutory goals.
5.5 The member not participating in the Association activity, breaking on its own initiative the relation with the Association and those members who violate the provisions of these Articles, may be excluded from the members of the Association by the Administration Board, by a decision that will subsequently be brought to the knowledge of the General Meeting.
6. ASSETS AND FUNDING SOURCES
6.1 The Association assets are formed of:
• the membership fees: accession - 10 lei, annual - 10 lei;
• the sponsorships and donations made by natural and legal persons in the country and abroad;
• the government grants, proceeds of securities, cash deposits;
• the incomes from own business;
• the incomes of collective administration of all categories of patrimony copyrights and related rights;
• the incomes of commercial societies constituted with the Association participation;
• the incomes resulted from the property use or alienation;
• other sources not prohibited by law.
6.2 The Association may have own buildings, constructions, facilities, transport means and other assets required for achieving the goals set out in these Articles.
6.3. The donations made to the Association may be as movable and immovable property, copyright, shares, etc. All assets of the Association as well as the income obtained from the economic activity are used for statutory goals and may not be distributed among the members.
6.4 The assets transferred to the Association by its members as contributions and donations can not be revoked and constitutes the Association property.
7. ACTIVITY TRANSPARENCY AND FINANCIAL STATEMENT
7.1 The statement of the main parameters is performed as required by law. At the end of the financial year the Chairman shall submit to the Administration Board statement on the financial situation of the Association, to be certified by the Censor.
7.2 The Association statement shall be made according to the results of the year and shall contain:
• a brief statement of the results of the Association activity during the reporting period;
• the cash balance at the beginning of the reporting period;
• the total income of funds for each funds source of the Association, specified in paragraph 6.1 of the hereby Articles;
• the expenses made on the scopes of activity, indicating the costs for wages, deductions, taxes and other administrative expenses, cash balance at the end of the reporting period.
7.3 The financial statement shall be communicated to all members of the Association at the General Meeting.
7.4 The financial statement is kept in the Association and is available for everybody and if possible is published in the press.
7.5 All natural and legal entities are guaranteed free access to the financial parameters of the Association.
8. APPROVAL, COMPLETION AND AMENDMENT OF ARTICLES
8.1 These Articles shall be approved by the General Meeting of the Association.
8.2 The Association members’ proposals regarding the amendment of these Articles shall be filed on behalf of the Administration Board that suggests them for consideration at the next session of the General Meeting.
8.3 The amendments and additions to these Articles shall be approved by the decision of the General Meeting that is deliberative with the presence of 50% plus one from the overall of all members or their representatives and if 2/3 of the members present at the meeting have voted for them. The provisions of the Association Articles are subject to amendment under the decision of the Board of Directors.
8.4 The amendments and additions to these Articles take effect for third parties since their registration.
9. ASSOCIATION’S BRANCHES
9.1 The basic organizational subdivisions of the Association are the branches performing the same scopes of the Association activity.
9.2 The affiliated branches shall be established under the territorial criterion and consist of not less than 3 members. The decision on the establishment of affiliated branches shall be approved by the Administration Board.
9.3 The branch is operating under the regulation approved by the Administration Board. The Chairman of the branch is appointed by the Administration Board.
9.4 The Chairman of the affiliated branch shall submit on a permanent basis the report on the branch activity to the Administration Association Board.
10. PROCEDURE OF REORGANIZATION AND LIQUIDATION
10.1 The Association shall terminate its activity through reorganization and self-dissolution under the decision of the General Meeting approved under the terms of these Articles.
10.2 The Association reorganization is carried out under the law by fusion (merging, absorption), dismemberment (division, separation) or transformation with prior notice of creditors. The reorganization takes effect only after its registration in the relevant state body.
10.3 The liquidation can occur automatically if the statutory goals can not be achieved due to lack of funds or if the proposed statutory goals have been achieved.
10.4 The Association may be forcibly liquidated under the decision of the competent bodies for breaches of legislation relating to public associations.
10.5 The Association self-dissolution is followed by the liquidation procedure. Within the liquidation procedure the Association shall use its name with the words "in liquidation". The Association liquidation shall be made by the Liquidation Committee appointed by the body, which has adopted the decision in accordance with the Law on Public Associations and Civil Code.
10.6 The Administration Board shall submit to the registration body to register a claim on the launch of the Association liquidation procedure and communicate the information to members of the Liquidating Commission.
10.7 The Liquidation Committee has the rights and obligations which do not contravene the liquidation purpose. The Liquidation Committee shall suspend the Association activity, collect debts from debtors, sells the assets, satisfies the creditors’ claims and distributes the remained assets under legal and statutory provisions.
10.8. The Liquidation Committee shall draw up the liquidation balance that shows the amount and composition of the remaining assets, and submit it for approval to the body that has decided on the Association liquidation.
10.9 The assets remaining after the settlement of creditors’ claims can not be distributed among the Association members and members of its bodies and are submitted to other organizations with similar purposes for the achievement of the goals set out in these Articles.
10.10 The Liquidation Committee bears responsibility for damage caused to creditors in the event it has not fulfilled its obligations and has distributed the Association assets before the settlement of creditors’ claims or by violating the law or the Association Articles.
10.11. The Liquidation Committee shall be liable for damages caused to the Association trough its fault.
Subsemnata Irina Birsanu, traducător autorizat în limba engleză, certific exactitatea traducerii cu textul înscrisului în copie, care a fost vizat de mine la 04 iunie 2012. The undersigned, Irina Birsanu, authorized translator in English language, certify the exactitude of the translation endorsed by me on
June 04th, 2012 in copy.
Semnătura translatorului Semnat