Established on June 22, 1942
CISAC Member (International Confederation of Societies of Authors and Composers)
THE BYLAWS OF THE BRAZILIAN UNION OF COMPOSERS (UNIÃO BRASILEIRA DE COMPOSITORES)
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:
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:
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.
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:
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.
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:
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.
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.
Article 16 - Members are subject to the following penalties:
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:
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.
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:
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:
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.
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:
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
Article 34 - The members of the Board or of the Audit Committee shall meet the following requirements:
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.
Article 39 - The Board of Directors, acting through its members, shall have the following duties:
Article 40 – The President shall:
Article 41 - The Chairman of the Board shall:
Article 42 - The General Secretary shall:
Article 43 - The Director of Administration and Finance shall:
Article 44 - The Director of Communications shall:
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.
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:
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:
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:
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:
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:
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.
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.
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.
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.