The statute of the Brazilian Union of Composers (União Brasileira de Compositores)

Established on June 22, 1942

CISAC Member (International Confederation of Societies of Authors and Composers)


CHAPTER I Establishment and Purposes

Article 1 - Established on June twenty-second, nineteen forty-two, "UNIÃO BRASILEIRA DE COMPOSITORES" - UBC, is a non-profit civil association organized to support and protect authors’ rights, social assistance, and cultural development, of undetermined duration, with registered offices in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua Visconde de Inhaúma, nº 107, Centro, (CEP: 20091-007), governed by the laws of Brazil and in accordance with the present Bylaws.

Article 2 - The purposes of the association are the following:

  1. To defend morally and economically the rights of authors or the artistic and literary property of its members, representing them judicially or extrajudicially in Brazil and abroad;
  2. To collect and administer rights arising from the communication to the public, including the performance by means of broadcasting and transmission of any type, and exhibition of audiovisual works, of the musical works, literary-musical works, and sound recordings to which its members, or principals, heirs, or successors thereof may be entitled, granting authorizations or licenses for use, collecting compensation due, and distributing amounts accrued;
  3. To collect and administer rights referred to the reproduction, inclusion in audiovisual works, distribution, electronic distribution, storage, or as otherwise provided, of musical works, literary-musical works, and sound recordings to which its members, or principals, heirs, or successors thereof may be entitled, granting authorizations or licenses for the use, collecting compensation due, and distributing amounts accrued;
  4. The management set out in letters "a" to "c" above encompasses any rights pertaining to literary, dramatic, musical-dramatic, audiovisual, and works of art included in other works or productions;
  5. To invest funds towards the development of technological tools required for a transparent and efficient management of copyrights and related rights in digital environments, in services that broadcast copyrighted works over the Internet, mobile telephony networks and other means and ways that may arise and that do not depend on a material physical support for its circulation.
  6. To enter into agreements with foreign and/or national entities for the purposes of representing the same in Brazil and be represented abroad by such bodies and/or legal entities as secure support and enforcement towards the rights of its members and principals;
  7. To strive for the dissemination of Brazilian music and Brazilian art in Brazil and abroad;
  8. To provide social security assistance to its members, within the limits set out in the Internal Regulation and as approved by the General Meeting.

Paragraph 1 - The Association shall be entitled to sign agreements with other similar organizations in Brazil to secure specific modalities of authors’ rights, and further delegate the authority received for this purpose.

Paragraph 2 - The Association, during the period of membership of its members and principals, shall hold the custody, safekeeping and management of the respective copyrights thereof, and may use them for all purposes provided by law.

Paragraph 3 - The rules governing the administration of the rights set forth in these Bylaws will be regulated under the Internal Regulation of the Association and specific regulations to be established for each modality of right under UBC's administration.

Paragraph 4 - The assets of the Association will comprise the following:

  1. Contribution made by the members
  2. Real estate or personal property acquired from time to time
  3. Allowances and/or subsidies that might be granted to the Association as gift, legacy, sponsorship, and contributions of any kind
  4. Part of the revenue generated from royalties collection
  5. Miscellaneous income

Article 3 - Upon member's admission, the Association shall become the representative of its members, principals, heirs, and successors, to adopt any acts required to defend its rights before any courts, or out-of-courts, and further collect royalties, in accordance with Article 98, of Law 9610/98, as well as the rules set out by Law no. 12.853/2013.

Paragraph 1 - The admission of copyright holders as members of the Association is subject to the provisions of article 11 and following paragraphs of the present Bylaws.

Paragraph 2 - The rights of foreign authors who are affiliated to organizations headquartered in foreign countries that have entered into representation agreements with the Association will be represented and defended in Brazil by the Association, pursuant to Article 97, paragraph 3, of Law no. 9.610, of February 19, 1998, and Law no. 12.853/2013, and also in accordance with the international treaties which Brazil has adhered, and subject to the national treatment principle.

Paragraph 3 - The member shall not be affiliated with more than one organization for the management of collective rights of the same nature, unless as otherwise provided by the regulations of the Association, and such affiliation that is limited to the management of certain modalities of rights, which are not incompatible with the authority granted to the Association.

Paragraph 4 - The authority granted by the member may include full or partial powers and shall specify the modalities of authors’ rights administration elected by the member, and be governed by such powers as specifically detailed in a power-of-attorney granted to the Association in addition to any other regulatory provision in Association's Internal Regulation and other regulations.

Article 4 - The members shall not be liable, either jointly and severally or secondarily, for any commitments assumed by the Association, or on Association's behalf.

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CHAPTER II Categories of Members, Alternate Rights

Article 5 - There are three categories of Members: Founding Members, Full Members, and Administered Members.

Paragraph 1 - Founding Members are those that took part in the works to found the Association, and whose names are listed in the Minutes of June 22, and July 9, 1942, and remained loyal to the Association, without any membership breach or interruption.

Paragraph 2 - Full Members are those to whom this title has already been awarded, according to the provisions hereunder, or any previous deliberations, or to whom such title shall be awarded in the future, in accordance with this Bylaws of Organizations.

Paragraph 3 - The Administered Members are the following:

  1. The holders of neighboring rights, such as actors, performers, musicians, or sound recording producers;
  2. The heirs and successors of authors and neighboring rights holders that may become a member;
  3. Publishers, or assignees of authors’ rights on their original musical works;
  4. The authors of literary works, dramatic works and/or dramatic-musical works, audiovisual, screenwriters, translators, adapters, or alike;
  5. Publishers, successors, and other holders of copyrighted literary, dramatic and/or dramatic-musical works, as well as literary agents;

Paragraph 4 - Authors and/or composers of musical and/or literary-musical works applying to become members of the Association as of the adoption of the present Bylaws shall remain under the Administered Member category during at least 12 months counting from the acceptance of their membership request. After this period, the Board may approve their admission under the Full Member category, depending on the economic activity of their works, always in accordance with the Association’s Internal Regulation.

Paragraph 5 - At the sole discretion of the Board, subject to its prior consent and upon its own regulation, Administered Members, as detailed in paragraph 3 of this article, may organize themselves in sectorial chambers, or councils, in order to establish dedicated forums to discuss their respective sectors.

Article 6 - At General Meetings each member in the Founder Member category shall be entitled twenty (20) votes, and each member in the Full Member category shall be entitled at least one (1) vote. A total of up to twenty (20) votes may be granted to each member as provided in the Association Internal Regulation.

Paragraph 1 - The heirs and successors, as well as the Publishers, by force of the definition introduced by Law 12.853/2013, which, in a new wording, included the paragraph 5, of article 97, of Law 9610/98, are not entitled to vote or other privileges provided in article 9 of this Bylaws, except for those specified in letters "a", "b", "f", and "g" of said article.

Paragraph 2 - The complete and updated list of votes conferred to the members must be made available to the presiding Board at General Meetings.

Paragraph 3 - The Administered Members, as defined in paragraphs 3 and 5 of article 5 of the present Bylaws, are not entitled to voting rights.

Article 7 - Legal entity members shall be represented at the General Meetings by its manager, or by a representative appointed by the company, being understood that the participation thereof at the Meetings will be limited to the exercise of administered member's rights, as provided in the present Bylaws.

Article 8 - Members shall not vote by proxy. Members may vote by letter, in accordance with the regulation provided in the Internal Regulation.

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CHAPTER III General Rights of Members and Admission of New Members

Article 9 - In addition to the voting rights provided in Article 6, and provided that no occasional limitations affect the same, the Founding and Full Members are entitled to the following rights:

  1. To speak at General Meetings;
  2. To sign any requests or motions addressed to the Board or Audit Committee;
  3. To be voted for any elective office, save in the event provided in article 29 of this Bylaws;
  4. To hold the office for which the member is elected, unless the member is removed upon resolution of the General Meeting;
  5. To take part in any committee appointed by the authorized bodies of the Association;
  6. To be paid, on dates to be scheduled and notified by the Association, the amounts corresponding to member's royalties;
  7. To oppose in written form, stating the reasons therefore, any credits entered in their current account statements, no later than 30 days counted from the respective payment;

Sole Paragraph – The Administered Members, as defined in paragraph 3 and 4 of article 5 of the present Bylaws, are entitled the privileges listed in letters "a", "b", "f", and "g" of this article.

Article 10 - The Association may proceed, as regards the collection and distribution of their members’ rights, in accordance with the rules set forth in specific regulations approved by the General Meeting, adopted internally and consolidated with the regulation of other organizations operating under the umbrella of the central office that is referred to in Article 99 of Law 9.610/98, or collecting entity, in accordance with article 99 of Law 12853/2013 (which provides another wording to article 99 of Law 9610/98), paragraphs 1 to 12 of article 98, and articles 98-A, 98-B, 98-C, 99-B, 100, 100-A, and 100-B, of Lei 12.853/2013.

Sole Paragraph – The Association may further provide its own and specific criteria for collecting and distributing its members and principals’ royalties, depending on the type of right administered and the authority granted. Such criteria will be adopted and put into practice after being approved at the General Meeting of members that granted the authority to manage such type of right specifically.

Article 11 - The admission of members into the Association will always occur under the category of administered member, and becomes effective upon application of the candidate including the documents listed in the member application form available on the website of the Association, including the statement of repertoire, information on recordings of the works listed, where applicable, publishing agreements, if applicable, and any other relevant document. The membership service department will review such documents, and in case they are found to be in order, they will be sent to, and signed by, the Chief Executive Officer.

Paragraph 1 - The Board may refuse the admission of a member upon reasoned justification or due to the lack of suitability required for admission.

Paragraph 2 - A candidate shall be considered refused if such candidate fails to present the documents required, or fails to present such documents in conditions of proven regularity; or if such candidate does not have works to be listed, or lists only inactive works, or whose works’ existence cannot be evidenced by a sheet music or homemade recording for purposes of registration, or provides a statement raising doubts and questions on the authenticity of the authorship claimed.

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CHAPTER IV Obligations of the Members

Article 12 - The members have the duty and the obligation to provide moral and material support to the Association.

Paragraph 1 - Shall be considered in breach under the provisions of the present article, those members who disseminate any defamation against the management of the association, or which express by means of slander or libel inside the Association with terms that are offensive and detrimental to the organization, and contrary to the vested authorities.

Paragraph 2 - Shall be considered contrary to the provisions in this article any author and/or composer members that utilize third parties, and more specifically a spouse, to stand as the author or co-author in any works that are actually such member's authorship or property, with the intention to remove the same from the Association's control.

Article 13 - The members and publishers shall provide the Association, for filing purposes, in case of published works, with one copy of each agreement in connection with their own works, and, in case of non-published works, with any documentation involving the authorship, in order to secure all information required for the correct registration of the work.

Sole Paragraph: The sound recording producers shall be responsible for the documentation of any sound recording they own or administer.

Article 14 - The members shall abide by all provisions of the present Bylaws, and the Internal Regulation of the Association, duly approved by the General Meeting, as well as by the Resolutions of the Board on any matters and term of offices the members are vested with by the General Meeting, conforming to the same as if they were the very law, and extending such obligation to their heirs and successors.

Article 15 – The members shall monitor the compliance by the Board and by the operational body with the internal rules of operation and the regulations on the collection and distribution applicable to each category of right, the correct provision of the budgetary planning, and shall attend the General Meeting at which the annual balance and changes in the Bylaws are approved.

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CHAPTER V Penalties - Exclusion and Elimination

Article 16 - Members are subject to the following penalties:

  1. Individual warning;
  2. Public warning, by notice posted in the head office or published in press;
  3. Suspension of political rights for the term of 30 to 90 days;
  4. Dismissal and exclusion of the member;

Paragraph 1 - The penalties provided in this article are imposed upon the breach of any provisions in these Bylaws and the Internal Regulation, considered applicable depending on the severity of each case, or due to actions that are contrary to the provisions of the Directive Bodies of the Association, provided that such resolutions are compatible with the authority granted to such bodies by the General Meeting.

Paragraph 2 - The penalties in letters "a" and "b" shall be imposed by the Chairman of the Board, as defined in this Bylaws, subject to the approval of the Board, those in letters "c" and "d" shall be imposed by the General Meeting or, in case of letter "c", upon authority granted by this latter to the Board.

Article 17 – The Board shall appoint an inquiry committee comprising 3 members in good standing regarding their membership duties and obligations, in order to verify any circumstantial evidence, actions or facts that require the application of any penalties to any members that breach their duties provided in Chapter IV of the present Bylaws. The inquiry committee shall submit the penalty to the final decision of the Board, or to the General Meeting, as applicable.

Article 18 - The penalty in letter "d" of article 15 of these Bylaws, shall apply to members:

  1. That are convicted for the practice of ordinary crimes to a penalty of more than one year;
  2. That cause moral constraint;
  3. That fail to meet any obligation agreed with domestic or foreign organizations with which the Association has entered into any agreements;
  4. That do not accept the resolution of the collective association and drag the Association in claims that result moral or pecuniary losses to the Association;
  5. Proven to have requested the register of inexistent works, or works declared in a fraudulent way, regardless any loss that such registration and listing have actually caused, or may cause in the future.
  6. That act to harm the moral or the assets of the Association, being reserved to the member the opportunity to be heard and the right of recourse.

Sole Paragraph - With respect to the members reached by the penalty referred to in this article, the Association will settle the outstanding amount of their royalties at the time of the decision enforcing the penalty provided in this article.

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CHAPTER VI General Meetings

Article 19 - The General Meeting has the power of the highest authority to discuss all matters of the Association, without further limitation than those provided by the laws of the Country and this Bylaws.

Article 20 - The sessions of the General Meetings will be ordinary, when they refer to the meetings scheduled under this Bylaws, and Extraordinary, with respect to meetings held for any other purpose.

Paragraph 1 - The Ordinary General Meeting will be convened by the Chairman of the Board whenever provided under the present Bylaws or requested by 1/5 (one fifth) of the members.

Paragraph 2 - The Chairman of the Board shall convene the sessions of an Extraordinary General Meeting upon request of the Board or the Audit Committee, undersigned by the majority of their members or in compliance with a decision of the Ordinary General Meeting.

Paragraph 3 – The Chairman of the Board shall convene the General Meeting, at extraordinary session, in compliance with a motion, request, or proposal of members representing, at least, one fifth of the existing votes.

Article 21 - The dates of the Ordinary and/or Extraordinary General Meetings will be notified at least 8 days in advance, in call notices published once in the "Official Gazette" of the State of Rio de Janeiro, and two times, in a widely distributed newspaper where its head office is located, specifically mentioning the “AGENDA”.

Paragraph 1 - Only matters included in the "AGENDA" may be discussed at Extraordinary General Meetings.

Paragraph 2 - Two call notices will be made for these General Meetings. The first will consider a quorum of members representing at least 50% of the total votes; the second will be established with any number of members.

Paragraph 3 - The second call notice may be adjourned for the same date, one hour after the first.

Article 22 - The Ordinary General Meetings are held:

  1. No later than the 15th business day in March, every year, to review, discuss and approve the accountings and final Balance Sheet for the previous year;
  2. In the next to the last day in March, every three years, for electing the Board of Directors and the Audit Committee.

Article 23 - The attending members representing the majority of votes approve the matters presented at General Meetings.

Paragraph 1 - With respect to changes in the Bylaws or removal of Board or Audit Committee, the discussions will be made at Extraordinary Meetings specifically convened, and held upon the first notice, attended by members representing the majority of votes in the association, and upon a second call notice, attended by any number of members representing the votes in the association. In such cases, the publication referred to in Article 21 must be repeated, in the same newspapers, three days before the scheduled meeting date.

Paragraph 2 – The amendments to the Bylaws referred to in the previous paragraph will be made in accordance with the rule established in the heading of this article.

Article 24 - The minutes of General Meetings will be signed by the Chairman of the Board, by the Secretary and by attending members willing to do so.

Article 25 - Any members that are prevented from attending, for any reason, an Ordinary or Extraordinary General Meeting, may exercise its rights as provided in the Internal Regulation.

Article 26 - In addition to the prohibitions expressly provided in the present Bylaws, the Ordinary General Meetings will be limited to the following:

  1. To carry out the general elections for the Board of Directors and the Audit Committee;
  2. To carry out the elections to fill eventual vacant offices in the Directive Bodies and Audit Committee;
  3. To discuss and approve the Annual Report of the Board of Directors and the annual Balance Sheet;
  4. To decide on all cases provided under the present Bylaws that do not necessarily require to convene an Extraordinary General Meeting.

Sole Paragraph – The detailed information to be necessarily included in the Annual Report of the Board must be prepared in accordance with the guidelines established in the present Bylaws.

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CHAPTER VII Governance and Transparency

Article 27 – The members of all categories have the right to formally express their specific consent so the association may act on the members' behalf while managing the members' interests i) in each category of right – authors’ rights and neighboring rights; ii) for each type of repertoire in accordance with the nature of the work; or iii) for each type of exploitation – communication to the public; reproduction and distribution. The rights whose consent for management by the Association are not expressly formalized in a membership and specific power of attorney form will remain entirely under the members' control.

Article 28 – The Board shall present an annual report for the analysis and approval by the General Meeting, as provided in the specific chapter of the present Bylaws, together with the annual balance sheet and financial statements audited by an independent auditing firm hired for this purpose, comprising the following elements: a) budgetary planning for the year ending, comparison between the planning and the amount of income and expenditure actually realized and the budgetary planning for the current year, previously approved by the Board and by the Audit Committee; b) the amounts collected in Brazil and from abroad, over the year for each type of right, each revenue stream, the collection and distribution operational costs for each revenue stream, the values actually distributed over the year, and the outstanding payment amounts; c) the anticipated social security program amount to be spent; d) the financial revenue income and the specification of its allocation on technology and service improvement investments, in addition to the assets of the association, or to the realization of its purposes.

Article 29 – The Board shall secure to the members, as well as to the internal and external control bodies and to counterpart foreign organizations with which the Society has executed representation agreements, continuous access to the entire content of the internal rules with respect to the management of the amounts collected for non-identified works, in addition to the information on any outstanding amounts payable. The information whose access to is hereby secured must include a) an explanation on the internal processes for clearing non-identified works, or works with pending conflicts related to its rights, and for matching the works cleared as a result of the informed process to the amounts pending of payment; b) the internal practices and procedures applied with respect to the amounts allocated to the payment of non-identified work utilization or works with conflicts and obstacles preventing payment.

Article 30 – In order to establish an effective and clear separation of the functional operation of the Association and the supervision of the application of principles under the present Bylaws and of the administration of the results achieved, the governance structure, in addition to the assignments already defined in the Bylaws, shall observe the following:

  1. There will be a supervising collegiate body – the Board of Directors, comprising full members elected every three years – for monitoring the day-to-day activities performed by a especially hired operational body, in addition to an internal auditing body – the Audit Committee, elected with the Board of Directors, to monitor the budgetary planning an monthly balance sheets provided by the operating accounting team.
  2. There will be guarantees that the supervising body mentioned above can effectively and independently supervise the appointed operating body for managing the day-to-day activities, establishing rules intending to define the limits and the separation between the supervising and the operating functions;
  3. Guarantees that there will be no undue interference by the supervision body in the appointed operating body activities attempting to limit the autonomy of their actions based on professional excellence and search for efficiency.

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CHAPTER VIII Management of the Association

Article 31 - The Association will be managed by Board of Directors comprising seven members, namely: President of the Society, Chairman of the Board, General Secretary, Director of Administration and Finance, Director of Communication, and two non-nominated Directors; and an Audit Committee comprising three permanent members and three alternate members.

Sole Paragraph - The non-nominated Directors of the Board and the Audit Committee alternates shall attend, and vote in, the meetings of their respective collegiate.

Article 32 - The members of the Board of Directors and Audit Committee shall be elected at Ordinary General Meeting, every three (3) years, on the day before the last working day of March. They shall hold their offices for three (3) years, commencing on the next day after the election day.

Paragraph 1 - In order to run for elective offices the members shall proceed in accordance with the rules provided in the Internal Regulation.

Paragraph 2 - The elected members shall take office at the end of the General Meeting at which they were elected.

Paragraph 3 – The members of the Board and of the Audit Committee shall not be reinstated to more than one consecutive year.

Article 33 - The General Meeting shall decide on temporary ineligibility, in specific cases, at the General

Meeting's discretion.

Article 34 - The members of the Board or of the Audit Committee shall meet the following requirements:

  1. To be entitled to vote and be voted;
  2. To be a Brazilian citizen, or a foreign individual residing in Brazil;
  3. The offices on the Board are restricted to Brazilian individuals born in Brazil or naturalized foreign individuals.

Article 35 - Any definitive vacancy of a nominated Director, which vacancy need to be filled, will be filled by one of the non-nominated Directors, upon which a new non-nominated Director shall be elected at Ordinary or Extraordinary Meeting, at the Board's discretion.

Sole Paragraph - If the definitive vacancy refers to the Chairman of the Board, the General Secretary will hold such office, such vacation to be filled in accordance with the present article.

Article 36 - In the event of a final vacancy in the Audit Committee, the same should be fulfilled by one of the Alternates, and followed by the election for the vacant office, at Ordinary or Extraordinary Meeting, at the Board's discretion.

Article 37 - The members of the Board and of the Audit Committee, upon resolution at General Meeting, will be removed from their office when they fail to comply with the provisions of the present Bylaws and the Internal Regulation of the Association, upon resolution of the General Meeting, and subject to the provisions in Paragraph 1, of Article 23.

Article 38 - Any assumption of a member that fail to comply with the requirements in article 34 of the present Bylaws shall be null and void, and the Ordinary or Extraordinary General Meeting shall declare vacant the chair of the elected officer that fails to meet the provision in article 34, and proceed to the election of an alternate.

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CHAPTER IX Duties of the Board of Directors

Article 39 - The Board of Directors, acting through its members, shall have the following duties:

  1. To hold ordinary meetings on a monthly basis, and extraordinary meetings whenever convened by the Chairman, attended by the seven members at the scheduled time or by no less than five members after half an hour, to discuss and decide any issues concerning itself, and passing any by individual voting system, and notifying the members, subsequently, on any decisions passed;
  2. To keep an ongoing contact with the bodies in charge of the collection and distribution of royalties, whether domestic or foreign;
  3. To fix any career and salary plans, and other compensation;
  4. To monitor the budget implementation for the year;
  5. To prepare the presentation of the annual report to the General Meeting, as specified in the present Bylaws, always showing the comparison between the budgetary planning for the previous year and the actual implementation thereof, in addition to the budgetary planning for the next year.
  6. To ensure that the operating body does provide access for the members, as well as the foreign organizations with which it has executed representation agreements, to the information on the amounts collected, in addition to those pending of distribution.
  7. To supervise the work of the appointed operating body through the Chief Executive Officer.
  8. To supervise the enforcement of the penalties in letters "a" and "b" of article 15 of the present Bylaws, when mediating an appeal;
  9. To take the necessary actions for filling the vacancies on the Board and on the Audit Committee, in accordance with the present Bylaws;
  10. To approve the acquisition of furniture and fixtures, as provided in the budget forecasts and in accordance with the opinion of the Treasury, as well as the disposal thereof or write-off of assets;
  11. To approve investments in technical improvements and tools used to ensure better services and a more efficient administration of members' rights.
  12. To appoint temporary committees for matters under its duties;
  13. To remain accountable for their activities to the General Meeting, at ordinary and extraordinary sessions, as provided in the present Bylaws, as well as through information regularly published;
  14. To organize the Authors’ Council, upon its own documents of organization approved at General Assembly, ratify and approve the names of their members appointed by the President;
  15. To prepare all regulations, bylaws, and rules of the Association, including those rules that ensure the separation of its functions from the operating and the free and independent inspection and monitoring of the work performed by the appointed operating body; and
  16. To enforce and cause to be enforced the provisions of these Bylaws, the Internal Regulation, the rules, the Resolutions of the Audit Committee, and the General Meeting.

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CHAPTER X Duties of the Members of the Executive Board

Article 40 – The President shall:

  1. Represent the Association institutionally, before authorities and public or private institutions, in Brazil or abroad;
  2. Appoint the members of the Authors’ Council, subject to ratification and approval by the Board of Directors;
  3. Preside the Authors’ Council, and prepare, in cooperation with the Board of Directors, the operating rules of the Authors’ Council;
  4. Submit to the Board of Directors any consultation and proposals of the Authors’ Council;
  5. Enter, together with the Chairman, into any contracts, agreements, and partnerships of institutional nature binding the association.

Article 41 - The Chairman of the Board shall:

  1. Represent the Association judicially or extrajudicially; be served with process; delegate powers, initial books and documents, sign agreements, letters, and instruments approved by the authorized Bodies;
  2. Remain liable for the management of the association and for any actions arising thereof;
  3. Sign deeds of purchase, sale, disposal, or encumbrance of real property, when authorized by the General Meeting;
  4. Sign checks together with the Director of Administration and Finance, being authorized to appoint attorneys for this purpose, under a specific instrument;
  5. Preside meetings, sign the minutes together with the General Secretary; vote in case of tie, as Chairman of the Board, and without prejudice to his votes as a member; convene, extraordinarily, General Meeting and Board of Directors’ meetings, scheduling the dates and the "AGENDA" thereof;
  6. Enforce or cause to be enforced the penalties of letters "a" and "b" of article 15 of the present Bylaws;
  7. Appoint and dismiss the Chief Executive Officer, to coordinate the day-to-day activities of the Association, being entitled to delegate to the Chief Executive Officer all the duties set forth in this article, with the exception of the personal and legal responsibility, which cannot be delegated;
  8. Admit and dismiss employees;
  9. Decide on emergency cases;
  10. Ensure the compliance with the Bylaws, ultimately resorting to Court, upon express consent of the other members of the Board of Directors, to challenge the action of any internal body or of the Public Administration that are contrary to its provisions.

Article 42 - The General Secretary shall:

  1. Prepare and sign the minutes of the meetings of the Board of Directors and the General Meeting;
  2. To issue official letters, letters, and circular letters;
  3. Keep the Board of Directors informed on the dispatch and receipt of relevant documents;
  4. Keep the list of members of the Association updated;
  5. Draft certificates of minutes, sign the identification document of the members, official letters and documents concerning any matter under its authority;
  6. Replace the Chairman of the Board upon any absence of the same, upon temporary impediments, and in the case provided in Sole Paragraph of Article 35.

Article 43 - The Director of Administration and Finance shall:

  1. Handle banking deposits, signing checks with the Chairman of the Board or with their attorneys-in-fact, and may also delegate specific powers to attorneys specially appointed for this purpose;
  2. Sign receipts; review, approve and authorize payments;
  3. Take part in the preparation of the income and expenditure plan for each anticipated financial year;
  4. Provide an opinion on the acquisition, sale, or disposal of movable or immovable property;
  5. Monitor the preparation of the Balance Sheet for each year, which will be submitted to the General Meeting every year;
  6. Provide the directions to the accounting service, to the financial department, and ensure the compliance with the tax legislation;
  7. Sign the social security cards of the employees, or appoint agents for such purpose, and make other legal annotations therein;
  8. Supervise the management of the Association;
  9. Ensure the full compliance with labor and social security provisions with respect to the employees of the Association;
  10. Keep an updated inventory of the membership equity;
  11. Submit to the Board of Directors the organization plan for internal services, dividing the same into sectors, services, or departments that have not been considered in the present Bylaws;
  12. Supervise the duties concerning the operation and maintenance of the head office and other premises of the Association;
  13. Delegate its duties as provided in the letters above to a qualified professional with experience in the administrative activities listed, and to a professional qualified for accounting, financial, and tax activity control, and delegate powers to the Chief Executive Officer for the supervision of the services provided by these professionals.

Article 44 - The Director of Communications shall:

  1. Coordinate and supervise the communications services;
  2. Coordinate the activities and cultural or social projects of the Association;
  3. Coordinate and supervise the internal and external communication activity, and the communication with members;
  4. Prepare proposals of policies and projects promoting the repertoire of the Association;
  5. Keep the members informed on the activities of the Associations.

Article 45 - The non-nominated Directors shall replace, on interim basis, the President, the General Secretary, the Director of Administration and Finance, and the Director of Communications, upon any occasional impediment thereof.

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CHAPTER XI The Author’s Council

Article 46 – The Authors’ Council comprises up to 20 members, appointed by the President and duly confirmed and approved by the Board of Directors, which shall meet every sixty (60) days to discuss the matters under its authority, for the same term of office as the Board of Directors.

Paragraph 1 – Authors will exclusively hold the chairs of the Authors’ Council.

Paragraph 2 – The meetings may be held by remote communication, using technical means provided by the association, so that the Council may discuss the matters included in its agenda without being necessary for this purpose a physical displacement of its members.

Paragraph 3 – The meetings scheduled, in accordance with a previously agreed annual agenda, may be held without the attendance of all members, the attending members being required to prepare the minutes of the meeting to be sent to all members of the Council.

Article 47 - The Authors’ Council shall:

  1. Promote initiatives for the institutional strengthening of the association, which have to be approved by the Board of Directors;
  2. Ensure the preservation and promotion of Association goals;
  3. Propose to the Board of Directors partnerships, agreements and/or contracts with government or private organizations;
  4. Inform the members on relevant matters of the association.
  5. Promote studies on the collective copyright management in Brazil and globally, aiming at an ongoing improvement of this activity.

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CHAPTER XII The Audit Committee

Article 48 - The Audit Committee comprises three plain members and three alternate members, in accordance with articles 31 and 32 of the present Bylaws, and shall have the same term of office than the Board of Directors.

Article 49 - The Audit Committee shall:

  1. Hold ordinary meetings every month; and extraordinary meetings convened by the majority of its members, whenever necessary;
  2. Inspect the enforcement of rules with respect to the distribution of royalties and ensure that the necessary procedures are performed correctly;
  3. Provide an opinion on the income and expenditure budget for every financial year, and monitor the flow of income and expenses throughout the year, ensuring that the same is carried out in compliance with the budget forecast;
  4. Request clarifications from the Board of Directors and require access to documents concerning the performance of its duties, in addition to those with respect to the performance of the appointed operating body and on the establishment and segregation of the functions of each one of these bodies.

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CHAPTER XIII The Chief Executive Officer

Article 50 - – The Association shall appoint a Chief Executive Officer in accordance with the provision in article 41, "g", whose duties include, but are not limited to, the following:

  1. Coordinate and supervise the day-to-day activities of the Association;
  2. Manage and implement the decisions of the Chairman and the Board of Directors;
  3. Supervise all departments directly involved with the functional operation of the Association, also with respect to the collection and distribution of royalties, and assistance to the members, in addition to the activities of the accounting, finance, and administrative departments upon direct contact with the managers of each one of these departments, in accordance with the guidelines outlined by the Board of Directors;
  4. Ensure the compliance with the distribution rules applied internally and applied by the central office, as provided in Article 99, of Law 9.610/98, in accordance with the amendments established by Law 12.853/2013;
  5. Submit to the Board of Directors or to the General Meeting any actions and suggestions resulting in a better utilization of the different services concerning the royalty collection and distribution services, as well as innovations to collection and distribution capabilities aiming at an improvement of the results produced to the members;
  6. Coordinate the handling of transfers from foreign organizations for the payment of members in Brazil, as well as the amounts received for reproduction and distribution royalties, including digital means.
  7. Represent the Association before international forums and enhance UBC's participation in the main multilateral forums that discuss the collective management of rights;
  8. Coordinate a relationship policy with foreign associations and other organizations and multilateral projects dedicated to data and information sharing for a better management of the right of members;
  9. Attend the meetings of the Board of Directors, however without voting right;
  10. Exercise the powers delegated by the Chairman of the Board, or by any other member of the Board of Directors, including the power to appoint and dismiss, without, however, being entitled to be empowered and/or to perform strictly personal acts involving the responsibility of the appointed officer that has delegated such powers, and without voting right at the meetings of the Board of Directors in place of either officer that has granted the powers to perform the duties listed in the present Bylaws.
  11. Propose investments to the Board of Directors in the area of technical improvements that may result in the improvement of efficiency and transparency in the assistance to members, and monitor the development and implementation of such investments.
  12. Direct the work of the professional body seeking efficiency, transparency, and excellence while exercising the authority granted by the members for managing their rights.

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CHAPTER XIV Operating Structure

Article 51 - The day-to-day rights management operations, in accordance with, and within the limits of, the authority granted by the members, will be performed by a professional body organized in departments, including, but not limited to, the following employees and service providing contractors:

  1. Members’ services – documentation and registration of rights holders and response to the requests of members related to their repertoires and revenues.
  2. Documentation – documentation on the repertoire of works and phonograms of the members and register with the association's and Central Office's database.
  3. International – relationship with similar foreign organizations.
  4. Licensing – authorization and collection of royalties with respect to reproduction and distribution rights, including by digital means.
  5. Distribution – processing the amounts transferred by foreign organizations for payments to Brazilian members.
  6. IT – Information Technology – development of data systems and structures for registering rights holders, works and recordings; design and development of programs to perform tasks including distribution, payment, and process standardization.
  7. Repertoire – membership and repertoire acquisition, relationship and communication with members.
  8. Communication – creation and production of information vehicles, annual reports, promotion of cultural activities, and dissemination of knowledge on collective management.
  9. Administrative – human resources, payroll and staff management, social security, equipment and facilities maintenance.
  10. Accounting – accounting, account payable and taxes.
  11. Finance – payment to members, relationship with banks, members’ accounts maintenance, and related activities.

Paragraph 1 – The departments mentioned above shall operate in accordance with guidelines prepared internally, subject to the best practices of each sector.

Paragraph 2 – The way mutual relationship among the departments will follow an organization chart, approved by the Board of Directors, which will remain at the members' disposal on the association's website.

Paragraph 3 – The Administrative, Accounting, and Finance departments will receive instructions from, and report directly to, the Board of Directors, without prejudice to the powers granted by the Board to the Chief Executive Officer to act on its behalf before such departments.

Article 52 - The Association shall have a Legal Department comprising lawyers, technicians, and copyright experts, in order to outline its legal orientation, with respect to both domestic and global legislation.

Paragraph 1 – The Legal Department shall report directly to the Board of Directors, attending any deliberative meeting, however with no voting rights.

Paragraph 2 – The Legal Department may be external and the chief counsel is not required to have an employment relation with the association.

Article 53 - The Legal Department shall:

  1. Draft and prepare lawsuit papers, defending the interests of the Association both judicially and extrajudicially;
  2. Issue opinions, upon request by of any body of the association;
  3. Provide the appropriate wording to resolutions, projects, bylaws, and regulations, in addition to any changes presented to the Bylaws, upon request;
  4. To cooperate with the bodies of the association drafting legal papers, when submitted to the Legal Department;
  5. Recommend the acquisition and publication of books, compilations, and works in connection with the copyright legislation and precedents;
  6. Advise the different departments of the Association on subjects under its authority;
  7. Require to the Board of Directors the documents and elements that are necessary to perform the Legal Department's functions;
  8. Prepare the Internal Regulation and other rules and internal instructions that, after approved by the Board of Directors, will be submitted to ratification at the General Meeting.

Article 54 - The activities of the Legal Department will be coordinated by a counsel to be appointed by the Board of Directors, and reported on a monthly basis at the collegiate meetings.

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CHAPTER XV Accounting, Finance, and Tax Management

Article 55 - Association's accounting and financial management will comply with the commercial accounting rules and the legislation applicable in Brazil.

Sole Paragraph – The internal, accounting, and financial procedures will be determined in dedicated manuals, prepared based on practices that are reviewed and verified upon independent, external audit. Such manuals may be revised from time to time, by an external auditing firm, in order to conform itself with the best practices and the applicable legislation.

Article 56 - The Internal Regulation may provide on the way the accounting books and financial documentation of the Company must be kept, and also on the presentation of monthly accounts to the Board of Directors and to the Audit Committee.

Sole Paragraph – The accounting and finance departments will be supervised by a control office in charge of a qualified controller appointed by Director of Administration and Finance, which controller shall report to the Board of Directors upon request.

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CHAPTER XVI General and Temporary Provisions

Article 57 - The Association shall keep in its list of members the names of the deceased members, and continue to defend their rights.

Article 58 - In order to transfer or cancel the authority granted to Association, a member shall notify the member's decision in advance, as determined in paragraph 2 of Article 97, of Law 9.610/98, as well as subject to the terms of Law 12.853/2013.

Article 59 – The regulation, bylaws, and internal rules of the association intended to govern the provisions of the present Bylaws, or fill occasional voids hereof, are prepared and approved by the Board of Directors.

Article 60 – Any cases omitted in the present Bylaws will be decided by the Board of Directors.

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CHAPTER XVII Bylaws Reform Assets - Dissolution of the Association

Article 61 - The present Bylaws may only be reformed after six (6) months from its effective date and in order to be changed, an Extraordinary General Meeting must be convened and held specifically for this purpose, as provided in Article 23 et seq. of the present Bylaws.

Article 62 - The Assets of the Association include movable and immovable property, and securities, subject to authorization of the General Meeting in case of sale, disposal of, or any action that encumbers such immovable property or real estate.

Article 63 - The dissolution of the Association may only occur through an Extraordinary General Meeting specifically convened for this purpose by the majority of the members of the Executive Board or by the absolute majority of members.

Sole Paragraph - The Extraordinary General Meeting referred to in this Article will be convened two times as provided hereunder, the first thirty (30) days before the second, and the minimum quorum required is the absolute majority of the association members.

Article 64 - In case the assets are sold, in whole or in part, the interest of the members in the revenue of such a transaction will be proportional to the economic votes held by the members, upon update of the 1973 existing list, with the enactment of Law 5.988, of 1973.

Paragraph 1 - The list of economic votes mentioned in the main section of this article does not include those that have been otherwise subject to a transaction with the Association, save upon request of the party, no later than six (6) months counted from the date such Bylaws reform is approved, the Association is reimbursed, including interest and adjust for inflation, for the amount based on which the votes were transacted.

Paragraph 2 - The votes settled due to the death of a member will not be reintegrated, under any circumstance, to the list mentioned in the previous paragraph.

Article 65 - The present Bylaws reflects the amendments to Law no. 9.610/98 established by Law no. 12.853/13. In case said law is declared unconstitutional, in whole or in part, by the Federal Supreme Court, or in case it is eventually revoked by another rule, the changes that are inconsistent with this Bylaws will be duly received and the changes made by the General Meeting.

Article 66 – The present Bylaws, approved by the Extraordinary General Meeting held on February 10, 2014, supersedes and replaces the previous Bylaws, and will govern the Association activities, commencing on the date it is registered in the Notary Office of Legal Entities and published in the Official Gazette of the State of Rio de Janeiro.


Rio de Janeiro, February 10, 2014.


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