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)

Bylaws of the Brazilian Union of Composers (União Brasileira de Compositores - UBC)

Establishment and Purposes

Article 1 - Established on June twenty-second, nineteen forty-two, the “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 do Rosário, nº 01, 15th floor, Centro, (CEP: 20.041-003), governed by the laws of Brazil and in accordance with these Bylaws.
Article 2 - The purposes of the association are the following:

  1. To defend the moral and economic rights of members and/or their artistic and literary property, representing them judicially or extrajudicially in Brazil and abroad;
  2. To collect and administer royalties arising from communication to the public, including performance via broadcasting and transmission of any type or exhibition of audiovisual works, musical works, literary-musical works and phonograms 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 royalties arising from the reproduction, inclusion in audiovisual works, distribution, electronic distribution, storage, or any other modality, of musical works, literary-musical works and phonograms to which its members, principals, heirs, or successors thereof may be entitled, granting authorizations or licenses for use, collecting compensation due and distributing amounts accrued;
  4. The management set out in letters “a” to “c” above encompasses royalties and other ownership rights pertaining to literary, dramatic, dramatico-musical, audiovisual and musical 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 members’ authors’ rights and related rights in digital environments, in services that broadcast copyrighted works over the Internet, mobile telephony networks and other means that may arise and that do not depend on a physical support for circulation.
  6. To enter into agreements with foreign and/or national entities for the purposes of representing the same in Brazil, as well as being represented abroad by such bodies and/or legal entities, so as to secure support and defend the rights of its members and principals;
  7. To strive for the dissemination of Brazilian music and Brazilian art, both in Brazil and abroad;
  8. To provide social security assistance to its members, as stipulated in the Internal Regulation and as approved by the General Meeting.

Paragraph 1 - The Association shall be entitled to enter into agreements with other similar organizations in Brazil to defend specific modalities of authors’ rights and is similarly entitled to delegate this function to other entities.
Paragraph 2 - The Association shall hold the custody, safekeeping and management of the respective authors’ rights of its members, specifically during their membership period, 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 Association’s Internal Regulation, and specific regulations are to be established for each legal modality under UBC's administration.
Paragraph 4 - The assets of the Association will comprise the following:

  1. Contributions made by members
  2. Real estate or personal property that might be acquired
  3. Allowances and/or subsidies that might be granted to the Association by way of donations, bequests, sponsorship, and contributions of any kind
  4. Part of the revenue generated from collecting royalties
  5. Miscellaneous income

Article 3 – Upon affiliation, the Association shall represent all members, principals, heirs, and successors in any and all ways required to defend their rights before any judicial or out-of-court proceedings, and further collect royalties, in accordance with Article 98 of Law 9.610/98 and the rules set out in Law 12.853/2013.
Paragraph 1 - The admission of copyright holders as members of the Association is subject to the provisions of Article 11 and associated paragraphs of these Bylaws.
Paragraph 2 - The rights of foreign authors who are affiliated with 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 9.610, from February 19, 1998, and Law 12.853/2013, and also in accordance with the international treaties to which Brazil has adhered, and subject to the national treatment principle.
Paragraph 3 - Members shall not be affiliated with more than one organization for the management of collective rights, unless otherwise stated in the regulations of the Association, where affiliations are limited to the management of certain specific rights and not incompatible with the authority granted to the Association.
Paragraph 4 - The authority granted by the member may include full or partial powers, specify the chosen management modalities, and be governed by such powers as specifically detailed in a power-of-attorney granted to the Association in addition to any other regulatory provisions in the Association's Internal Regulation or elsewhere.
Article 4 - Members shall not be liable, either jointly and severally or secondarily, for any commitments assumed by the Association, or on the Association's behalf.

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 participated in founding 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 these Bylaws.
Paragraph 3 - Administered Members are the following:

  1. Heirs and successors of authors’ and neighboring rights holders that may become members;
  2. Publishers, or assignees of authors’ rights of original musical works;
  3. Authors of literary works, dramatic works, dramatico-musical and/or audiovisual works, screenwriters, translators, adapters, or alike;
  4. Publishers, successors, and other holders of copyrighted literary, dramatic and/or dramatico-musical works, as well as literary agents;

Paragraph 4 - Authors and/or composers of musical and/or literary-musical works and related rights holders (performers, musicians and phonogram producers) who are already affiliated or applying to become members of the Association as of the adoption of these Bylaws shall remain under the Administered Member category.
Paragraph 5 - At the sole discretion of the Board, subject to its prior consent and in accordance with its regulations, Administered Members, as detailed in Paragraph 3 of this article, may organize themselves into sectorial councils in order to establish forums to discuss their respective sectors.
Article 6 - At General Meetings, each member in the Founding Member category shall be entitled to one (1) vote, and each member in the Full Member category shall be entitled to one (1) vote.
Paragraph 1 – Heirs, successors and Publishers, in accordance with Law 12.853/2013, which was amended to include Paragraph 5 of Article 97 of Law 9.610/98, are not entitled to vote or possess other privileges as specified in Article 9 of these 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 4 of Article 5 of these Bylaws, are not entitled to voting rights.
Article 7 - Legal entity members shall be represented at General Meetings by their manager or by a representative appointed by the company.
Article 8 - Members are not allowed to vote by proxy. Members may vote in written form by letter, as stipulated in the Internal Regulation.

General Rights of Members and Admission of New Members

Article 9 - In addition to the voting rights specified 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 petitions or motions addressed to the Board or Audit Committee;
  3. To be voted for any elective office, save in the event provided in Article 33 of these Bylaws;
  4. To hold the office for which the member is elected, unless the member is removed by 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 Paragraphs 3 and 4 of Article 5 of these Bylaws, are entitled to 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 members’ royalties, 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 a collective management organization, in accordance with Article 99 of Law 12.853/2013 (amended Article 99, Law 9.610/98), Paragraphs 1 to 12 of Article 98, and Articles 98-A, 98-B, 98-C, 99-B, 100, 100-A, and 100-B, of Law 12.853/2013.
Sole Paragraph – The Association may further provide its own specific criteria for collecting and distributing its members’ and principals’ royalties, depending on the type of authors’ right in question and the authority granted. Such criteria will be adopted and put into practice after approval at the General Meeting of members, where the authority is granted to manage specific rights.
Article 11 - The admission of members will always occur under the respective category, be it Full Member or Administered Member, in the case of related rights holders, and will be verified upon candidates’ application with all requisite documentation listed in the member application form available on the Association’s website. This shall include a repertoire list, information on recordings of listed works and publishing agreements, where applicable, and any other relevant documents. The membership service department will review all documentation, and provided they are in order, will be forwarded to the Chief Executive Officer.
Paragraph 1 - The Board may refuse the admission of a member upon reasoned justification or due to unsuitability for admission.
Paragraph 2 - A candidate’s application shall be denied if he/she fails to present the required documentation or fails to present valid documents; or if he/she does not have a repertoire, or lists only inactive works, or whose works’ existence cannot be proven by sheet music or a homemade recording, or whose statement raises doubts regarding the authenticity of the authorship claimed.

Obligations of the Members

Article 12 - Members have the obligation to provide moral and material support to the Association.
Paragraph 1 – Members who in any way slander or defame the management of the Association, or who express themselves, verbally or in written form, in terms that are offensive and detrimental to the organization, and contrary to the vested authorities, shall be considered in breach of the provisions of this article.
Paragraph 2 – Affiliated authors and composers who use third parties, and more specifically spouses, to serve as authors or co-authors in any works that are actually the member’s authorship or property, with the intention to remove the same from the Association’s control, shall be considered in breach of the provisions of this article.
Article 13 – For archival purposes, in the case of published works, members and publishers are required to provide the Association with one copy of each agreement associated with said works, and, in the case of unpublished works, with any documentation involving the authorship of said works, in order to guarantee all necessary information for correct registration.
Sole Paragraph: Phonogram producers shall be responsible for the documentation of any phonograms they own or administer.
Article 14 - Members shall abide by all provisions of these 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 in accordance with the power delegated to it by the General Meeting, conforming to said Resolutions as if they were law, and extending such obligation to their heirs and successors.
Article 15 – Members shall monitor the compliance by the Board and the operational body with the internal rules of operation and the regulations on collecting and distributing royalties as applicable to each rights category, the correct execution of the budgetary planning, and shall attend the General Meeting at which the annual balance and changes in the Bylaws are approved.

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 the press;
  3. Suspension of political rights for the term of 30 to 90 days;
  4. Dismissal and exclusion from membership;

Paragraph 1 - The penalties specified in this article are imposed following the breach of any provisions in these Bylaws and the Internal Regulation, depending on the severity of each case or action that is 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 these Bylaws, subject to the approval of the Board, and those in letters “c” and “d” shall be imposed by the General Meeting or, in the case of letter “c”, upon authority granted by the latter to the Board.
Article 17 – The Board shall appoint an inquiry committee comprising three (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 these 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 specified in letter “d” of Article 15 of these Bylaws, shall apply to members:

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

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

General Meetings

Article 19 - The General Meeting is entitled to discuss all matters of the Association, without limitation other than those stipulated in the laws of the Country and these Bylaws.
Article 20 - The sessions of the General Meetings will be ordinary, when they refer to the meetings scheduled under these 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 as specified in these Bylaws or when requested by 1/5 (one fifth) of the members.
Paragraph 2 - The Chairman of the Board shall convene 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, in 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 eight (8) days in advance, in call notices published once in the “Official Gazette” of the State of Rio de Janeiro, and twice 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 fifty percent (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 fifteenth (15th) business day in March, every year, to review, discuss and approve the final Balance Sheet for the previous year;
  2. In the next to last day in March, every three (3) years, for electing the Board of Directors and the Audit Committee.

Article 23 - The attending members representing the majority of votes approve matters presented at General Meetings.
Paragraph 1 - With respect to changes in the Bylaws or removal of the Board or Audit Committee, the decisions will be made at specifically convened Extraordinary Meetings, held upon the first notice and 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 (3) days before the scheduled meeting date.
Paragraph 2 - 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 any attending members wishing to do so.
Article 25 - Any members that are prevented from attending an Ordinary or Extraordinary General Meeting, for any reason, may exercise their right to vote, as stipulated in the Internal Regulation.
Article 26 - In addition to the prohibitions expressly provided in these Bylaws, the Ordinary General Meetings will be limited to the following:

  1. Conducting general elections for the Board of Directors and the Audit Committee;
  2. Conducting elections to fill any vacant offices in the Directive Bodies;
  3. Discussing and approving the Annual Report of the Board of Directors and the annual Balance Sheet;
  4. Deciding on all cases covered by these Bylaws that do not necessarily require an Extraordinary General Meeting to be convened.

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

Governance and Transparency

Article 27 – Members of all categories have the right to formally express their specific consent so the association may act on their behalf i) for each category of rights – authors’ rights and related 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. Those rights for which 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 these Bylaws, together with the annual balance sheet and financial statements, examined by an independent auditing firm specifically hired for the purpose, comprising the following elements: a) budgetary planning for the financial year, comparison between said planning and the amount of income and expenditure actually realized and the budgetary planning for the current year, as previously approved by the Board and the Audit Committee; b) the amounts collected in Brazil and 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 amount to be spent on the social security program; d) the financial revenue income and specifications regarding its allocation on technology and service improvement investments or on other assets for the Association, or for the execution of its purposes.
Article 29 – The Board shall guarantee members, as well as internal and external control bodies and counterpart foreign organizations with which the Society has entered into representation agreements, unlimited 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. This information, to which access is hereby secured, must include a) an explanation of the internal processes for clearing non-identified works, or works with pending conflicts related to rights, and for matching identified works with their respective uses and pending payments; b) the internal practices and procedures applied with respect to amounts allocated for paying to use non-identified work, or works with conflicts and obstacles preventing payment.
Article 30 – In order to establish a clear separation between the functional operation of the Association and the supervision of the application of principles under these Bylaws and their achieved results, the Association’s governance structure, in addition to duties already defined in these Bylaws, shall observe the following:

  1. There will be a supervisory collegiate entity – the Board of Directors, comprising full members elected every three (3) years – for monitoring the day-to-day activities performed by an operational entity hired specifically for the purpose, in addition to an internal auditing entity – the Audit Committee, elected with the Board of Directors, to monitor the budgetary planning and monthly balance sheets;
  2. There will be guarantees that the supervisory entity mentioned above can effectively and independently supervise the appointed operating entity for managing the day-to-day activities, establishing rules intending to define the limits of and separation between the supervising and operating functions;
  3. There will be guarantees that the supervisory entity will not interfere unduly in the appointed operating entity’s activities, in order to preserve the autonomy of the latter’s actions based on professional excellence and efficiency.

Management of the Association

Article 31 - The Association will be managed by a Board of Directors comprising seven (7) members, namely: the President of the Society, a Chairman of the Board, a General Secretary, a Director of Administration and Finance, a Director of Communication, and two alternate Directors; and an Audit Committee comprising three (3) permanent members and three (3) alternate members.
Sole Paragraph - The alternate Directors of the Board and the Audit Committee alternates shall attend, and vote in, the meetings of their respective colleagues.
Article 32 - The members of the Board of Directors and the Audit Committee shall be elected at the Ordinary General Meeting, every three (3) years, on the day preceding the last working day of March. They shall hold their offices for three (3) years, commencing on the day succeeding their election.
Paragraph 1 - In order to run for elective office, members shall proceed in accordance with the rules provided in the Internal Regulation.
Paragraph 2 - Elected members shall take office at the end of the General Meeting during which they were elected.
Paragraph 3 – The members of the Board and of the Audit Committee shall not be reinstated for more than one consecutive mandate. Reinstatement of any directors of the Association, as per Paragraph 13 of Article 98, Law 9.610/98, will always be preceded by a new election, in accordance with these Bylaws.
Article 33 - The General Meeting shall decide on temporary ineligibility, in specific cases, at the General Meeting’s discretion.
Article 34 - Members of the Board or of the Audit Committee shall meet the following requirements:

  1. Be entitled to vote and be voted for;
  2. Be a Brazilian citizen, or a foreign individual residing in Brazil;
  3. Positions on the Board are restricted to Brazilian nationals or naturalized foreign individuals.

Article 35 - Any permanent vacancy of a nominated Director will be filled by one of the alternate Directors, upon which a new alternate Director shall be elected at the Ordinary or Extraordinary Meeting, at the Board’s discretion.
Sole Paragraph - If the permanent vacancy refers to the Chairman of the Board, the General Secretary will hold such office, until the vacancy can be filled in accordance with this article.
Article 36 - In the event of a permanent vacancy on the Audit Committee, the same should be filled by one of the Alternates, and followed by the election for the vacant office, at the Ordinary or Extraordinary Meeting, at the Board’s discretion.
Article 37 - Members of the Board and the Audit Committee, as per decision of the General Meeting, will be removed from their office if they fail to comply with the provisions of these Bylaws and the Internal Regulation of the Association, as determined by the General Meeting, and subject to the provisions in Paragraph 1 of Article 23.
Article 38 - Any assumption of office by a member that fails to comply with the requirements in Article 34 of these Bylaws shall be null and void, and the Ordinary or Extraordinary General Meeting shall declare vacant the chair of the elected officer failing to meet the provision in Article 34 and proceed to the election of an alternate.

Duties of the Board of Directors

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

  1. Hold ordinary meeting sessions on a monthly basis, and extraordinary meeting sessions whenever convened by the Chairman, attended by the seven (7) members at the scheduled time or by no less than five (5) members after half an hour, to analyze and solve any delegated issues, and decide on resolutions by way of an individual voting system, subsequently notifying members on any decisions passed;
  2. Keep an ongoing contact with the bodies in charge of the collection and distribution of royalties, whether domestic or foreign;
  3. Determine any career and salary plans, and any other type of compensation;
  4. Monitor the budget implementation for the year;
  5. Prepare the presentation of the annual report to the General Meeting, as specified in these Bylaws, always comparing between the budgetary planning for the previous year and the actual implementation thereof, in addition to the budgetary planning for the following year.
  6. Ensure that the operating entity provides access for members, as well as for foreign organizations with which it has entered into representation agreements, to the information on the amounts collected, in addition to those pending distribution.
  7. Supervise the work of the appointed operating entity through the Chief Executive Officer.
  8. Supervise the enforcement of the penalties in letters “a” and “b” of Article 15 of these Bylaws, when mediating an appeal;
  9. Take the necessary actions for filling the vacancies on the Board and on the Audit Committee, in accordance with these Bylaws;
  10. Approve the acquisition of furniture and fixtures, as provided in the budget forecasts and in accordance with the appraisal of the Treasury, as well as the disposal thereof or write-off of assets;
  11. Approve investments in technical improvements and tools used to ensure better services and a more efficient administration of members’ rights.
  12. Appoint temporary committees for matters under its responsibility;
  13. Remain accountable for their activities to the General Meeting, at ordinary and extraordinary sessions, as specified in these Bylaws, as well as through regularly published information;
  14. Organize the Authors’ Council, in accordance with the regulations approved by the General Meeting, ratify and approve the names of the members appointed by the President;
  15. Prepare all regulations, bylaws and rules of the Association, including those rules that ensure the separation of its functions from the operating entity and the free and independent inspection and monitoring of the work performed by the latter; and
  16. Enforce and ensure the enforcement of the provisions of these Bylaws, the Internal Regulation, the rules, the Resolutions of the Audit Committee and the General Meeting.

Duties of the Members of the Executive Board

Article 40 – The President shall:

  1. Represent the Association institutionally in the presence of 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 over 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 consultations and proposals from the Authors’ Council;
  5. Enter, together with the Chairman, into any contracts, agreements, and partnerships of an institutional nature on behalf of the association.

Article 41 - The Chairman of the Board shall:

  1. Represent the Association judicially or extrajudicially; be served with legal summons; delegate powers; initial books and documents; sign agreements, letters, and instruments approved by the authorized Bodies;
  2. Take responsibility 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 over meetings, sign the minutes together with the General Secretary; convene, extraordinarily, the General Meeting and the Board of Directors, scheduling the dates and the “AGENDA” thereof;
  6. Enforce or ensure the enforcement of the penalties of letters “a” and “b” of Article 15 of these 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 the Courts, 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. Issue official letters, letters, and newsletters;
  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 identification documents for 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 the Sole Paragraph of Article 35.

Article 43 - The Director of Administration and Finance shall:

  1. Handle banking deposits, sign checks with the Chairman of the Board or with their attorneys-in-fact, and delegate specific powers to attorneys specially appointed for this purpose, if applicable;
  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 appraisals regarding 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. Give instructions to the accounting service and the financial department, and ensure compliance with the tax legislation;
  7. Sign the social security cards of 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 these 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 activities, 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 alternate Directors shall replace, on an interim basis, the President, the General Secretary, the Director of Administration and Finance and the Director of Communications, upon any occasional impediment thereof.

The Author’s Council

Article 46 – The Authors’ Council comprises up to nine (9) members, appointed and duly confirmed by the Board of Directors, which shall meet every calendar quarter to discuss the matters under its authority, for the same term of office as the Board of Directors.
Paragraph 1 – The Presidency of the Authors’ Council will be exclusively occupied by authors.
Paragraph 2 – 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 requiring a physical displacement of its members.
Paragraph 3 – Meetings scheduled, in accordance with a previously agreed upon annual agenda, may be held without the attendance of all members, the attending members being required to prepare the minutes of the meeting and subsequently send them to all members of the Council.
Article 47 - The Authors’ Council shall:

  1. Promote initiatives for the institutional strengthening of the Association, which must 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 collective copyright management in Brazil and globally, aiming at an ongoing improvement of this activity.

Sole Paragraph: Norms and decisions of the Authors’ Council will be governed by a specific Regulation, which will be approved by the Board of Directors.

The Audit Committee

Article 48 - The Audit Committee comprises three (3) plain members and three (3) alternate members, in accordance with Articles 31 and 32 of these Bylaws.
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 appraisals 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 entity and on the establishment and segregation of the functions of each one of these entities.

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 through 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, Law 9.610/98, in accordance with the amendments established in Law 12.853/2013;
  5. Submit to the Board of Directors or to the General Meeting any actions and suggestions designed to achieve improved results for members, such as a better utilization of the royalty collection and distribution services or innovations to collection and distribution capabilities;
  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 via 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 rights of members;
  9. Attend the meetings of the Board of Directors, however without voting rights;
  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 rights at the meetings of the Board of Directors in lieu of any officer that has granted the powers to perform the duties listed in these 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 when assisting 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.

Operating Structure

Article 51 - In accordance with and within the limits of the authority granted by the members, the day-to-day rights management operations will be performed by a professional body organized into 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 registration on the Association’s database and at the Central Office.
  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, accounts 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, designed to observe best practices in each sector.
Paragraph 2 – Interdepartmental relationships will operate according to an organigramme 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 with such departments.
Article 52 - The Association shall have a Legal Department comprising lawyers, technicians, and copyright experts, in order to outline its legal guidelines, 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 to the Association and the chief counsel is not required to be directly employed by 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 appraisals, upon request by any body of the Association;
  3. Provide the appropriate wording for resolutions, projects, bylaws, and regulations, in addition to any amendments proposed for these Bylaws, upon request;
  4. Cooperate with the Association bodies to draft legal papers, when submitted to the Legal Department;
  5. Recommend the acquisition and publication of books, compilations and works in connection with copyright legislation and jurisprudence;
  6. Advise the different departments of the Association on subjects under its authority;
  7. Request the Board of Directors to deliver all documents and elements necessary to perform the Legal Department’s functions;
  8. Prepare the Internal Regulation and other rules and internal instructions that, after approval 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 at meetings on a monthly basis.

Accounting, Finance, and Tax Management

Article 55 – The Association's accounting and financial management will comply with the commercial accounting rules and legislation applicable in Brazil.
Sole Paragraph – The internal, accounting, and financial procedures will be determined in specific manuals, prepared based on practices that are reviewed by independent, external audit. Such manuals may be revised from time to time, by an external auditing firm, in order to remain in keeping with best practices and the applicable legislation.
Article 56 - The Internal Regulation may define the way the Association’s accounting books and financial documentation are to be maintained, and also on the manner of presenting monthly accounts to the Board of Directors and the Audit Committee.
Sole Paragraph – The accounting and finance departments will be monitored by a qualified professional appointed specifically for this purpose by the Director of Administration and Finance, who shall report to the Board of Directors upon request.

General and Temporary Provisions

Article 57 - The Association shall keep in its list of members the names of all deceased members and continue to defend their rights.
Article 58 - In order to transfer or cancel the authority granted to the Association, members should notify their decision in advance and in writing, as determined in Paragraph 2, Article 97 of Law 9.610/98, as well as in accordance with the terms of Law 12.853/2013.
Article 59 – The regulation, bylaws, and internal rules of the Association intended to govern the provisions of these Bylaws, or to fill occasional voids hereof, are prepared and approved by the Board of Directors.
Article 60 – Any cases omitted in these Bylaws will be decided by the Board of Directors.

Bylaws Amendments
Assets - Dissolution of the Association

Article 61 - The present Bylaws may only be amended after six (6) months from the date they come into force, and in order to be altered, an Extraordinary General Meeting must be convened and held specifically for this purpose, as specified in Article 23 et seq. of these 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 the 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 twice as provided hereunder, the first meeting held thirty (30) days before the second, and the minimum quorum required is the absolute majority of affiliated 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 interested party, no later than six (6) months from the date such amendments to the Bylaws are approved, and the Association is reimbursed, including interest and adjustment 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 circumstances, to the list mentioned in the previous paragraph.
Article 65 – After settling all financial obligations detailed in these Bylaws, as well as refunding quotas, membership fees, payroll, tax and labor legislation charges, should there be any remaining assets pertaining to the association, then these will be directed towards a non-profit entity, in accordance with the final decision of the members, privileging a municipal, state or federal institution, with identical or similar purposes.
Sole paragraph – In the event that no such institution (as per the above definition) exists in the Municipality, State, Federal District or Territory where the association’s registered offices are located, then the remainder of the association’s assets will be returned to the Department of Tax and Finance of the State, the Federal District or the Federal Ministry of Tax and Finance.
Article 66 - These Bylaws reflect the amendments to Law 9.610/98 established by Law 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 these Bylaws will be duly received and the changes made by the General Meeting.
Article 67 – These Bylaws, approved by the Extraordinary General Meeting held on May 18, 2018, supersede and replace the previous Bylaws, and will govern the Association’s 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, May 18th, 2018.

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