Statutes
of The Collecting Society Copydan
1. Name and official address
1.1 The name of the Collecting Society is Copydan.
Its official address is in Copenhagen.
2. Objectives
2.1 In the interests of copyright holders, the oblectives of Copydan are to be instrumental in co-ordinating the administration of the rights of the societies affiliated to it by establishing joint guidelines for such administration and by providing a technical administrative superstructure to support the affiliated societies’ administration, especially with a view to making the administration more efficient and less expensive.
2.2 Copydan may join international associations of similar collecting societies abroad.
3. Affiliation
3.1 Affiliation to Copydan may be granted to collecting societies (hereinafter called "the Societies") whose primary object is to manage the administration of the rights conferred upon authors, performing artists, photographers (hereinafter called "the Artist Group") and producers/publishers (hereinafter called "the Producer/Publisher Group") and their derived right owners.
3.2 However, a Society consisting only of an Artist Group or a Producer/Publisher Group due to statutory exclusive rights circumstances may be affiliated to Copydan provided the Society is, unless otherwise agreed, neither directly nor indirectly managing the rights of the other group.
3.3 In accordance with their rules, the Societies shal solely be allowed to grant affiliation to associations able to document that they are entitled to entrust the administration of the rights of their members to the Society within its administrative area.
3.4 On affiliation to Copydan the Rules of the Societies shall contain provisions pursuant to which they commit themselves, the associations affiliated to them and the represented right owners to complying with Copydans Rules and any decisions lawfully made pursuant thereto and to submitting to arbitration proceedings pursuant to the rules applying to the hearing of cases before Copydans arbitration tribunal and to complying with the awards of the arbitration tribunal.
3.5 The rules of the Societies shall ensure the Artist Group and the Producer/Publisher Group equal influence in the Society upon all decisions apart from decisions of interest solely to one of the Groups.
3.6 Affiliation to Copydan shall appear from the Society’s name or secondary name.
3.7 The Rules of an affiliated Society shall lay down that for the duration of its affiliation to Copydan no modification of its Rules shall come into force until it has been approved by Copydans Committee who shall, however, not withhold such approval unless the modification is in conflict with rules 3, 4 or 12.4 hereunder or is comprised by rule 9.2 hereunder.
4. Distribution of remuneration
4.1 Any Society affiliated to Copydan shall as far as possible ensure individual distribution among the right owners of the remuneration collected by the Society as part of its administration of right owners’ rights. The distribution shall as far as possible reflect the actual use of the right owners’ works and performances within the administrative area.
4.2 The distribution shall be handled by the associations affiliated to the Society or - according to their decision - by the Society.
4.3 In case the affiliated associations handle the distribution, they shall be entitled to pay any necessary expenditure in that connection out of the remuneration. The remuneration received shall not be used for the ordinary operation of the affiliated associations.
4.4 If the expenses of carrying out individual distribution among right owners are disproportionately high in relation to the total remuneration received by an affiliated association or if the number of individually entitled right owners is so high that both the average and the highest disbursement to an individual right owner will be very small, the affiliated association may decide to use the remuneration for the purposes specified in rule 4.6.
4.5 An affiliated association deciding to allow collective distribution in whole or in part shall, prior to disbursement, inform the Society hereof specifying the reasons for the decision and shall present documentation for the decision’s compliance with the above-mentioned criteria for non-individual distribution.
4.6 In so far as a Society accepts collective distribution, the affiliated associations may use the received remuneration for the following purposes:
- support for educational purposes, cultural or social purposes in the form of scholarships, grants, or prizes to individual right owners on application or according to the affiliated association’s own decision;
- support for the safeguarding of the right owners’ legal interests, including especially copyright interests;
- support for cultural projects and activities in which right owners are involved and which, in the view of the affiliated association, should be supported.
4.7 An affiliated association which on this basis has carried out collective distribution shall each year to the Society submit a written report specifying the purposes for which the remuneration received by the affiliated association has been used. This report shall be certified by the affiliated association’s auditor.
5. Establishment and termination of affiliation
5.1 Application for affiliation to Copydan shall, together with the Rules of the Society, be submitted to COPY-DAN’s Committee for approval.
5.2 Affiliation to Copydan may be terminated before the end of September to expire at the end of the following calendar year. Notice of termination shall be sent by registered mail to Copydans secretariat.
5.3 Termination of the affiliation to Copydan shall not release a Society from such long-term obligations to Copydan as the Society may validly have undertaken during its affiliation.
6. Functions
6.1 Copydan may establish and carry out such joint technical and administrative functions as the Societies may decide with a view to fulfilling rule 2.1.
6.2 Copydan may according to agreement assist the Societies with their supervisory and administrative functions or take over the performance of same in whole or in part.
6.3 Copydan may, according to agreement with one or more of the associations affiliated to the Societies, carry out registration in support of their distribution of remuneration, attend to the fulfilling of their obligations pursuant to reciprocity agreements or otherwise perform functions belonging under the affiliated associations.
6.4 Copydan may according to agreement assist the Societies with the conclusion of agreements with users or user organisations on the terms and conditions for use of protected works and performances.
6.5 Copydan may according to agreement assist the Societies with the conclusion of reciprocity agreements with foreign administrative organisations.
6.6 Copydan shall ensure that the Societies’ administration of rights and distribution of remuneration comply with COPY-DAN’s minimum requirements, cf. rule 4, and the Societies shall at the request of Copydan be obliged to make all material illustrating this available.
7. Financial basis
7.1 Each year the Committee shall fix a financial contribution from each Society to cover the expenses of Copydans activities. The size of the contribution shall be approved by the Society.
7.2 The contribution shall be fixed according to uniform principles applying to all Societies and primarily with regard to the individual Society’s use of Copydans administrative and other functions. Allocation of costs regarding Copydans Management and Committee may, however, take into account the size of the remuneration collected by the individual Societies.
7.3 Copydan shall own no capital.
8. The Committee’s authority
8.1 Copydan shall be managed by a Committee having supreme control of all the affairs of Copydan.
9. Election of Committee members
9.1 Each Copydan Society shall elect one or max. four members to Copydan Joint Committee. One or two members shall be elected by and among the Society’s representatives of authors, performing artists and photographers (the Artist Group) whereas one or two members shall be elected by and among the Society’s representatives of the remaining right owners (the Producer/Publisher Group). Both groups from each Society has two votes. Where only one group is represented in the Society it has two votes.
9.2 In case the Society only take care of one Groups rights, the Society elect one or two members to Copydans Committee.
9.3 Committee members shall be elected for one year at a time. They may be re-elected.
10. The constitution and activities of the Committee
10.1 The Committee shall elect its own Chairman and Deputy Chairman among the Committee members.
10.2 Committee meetings shall be convened by the Chairman by letter at no less than eight days’ notice. However, in extraordinary cases Committee meetings may, if necessary, be convened by telephone the evening before.
10.3 The Chairman shall convene a Committee meeting if two Committee members, the Director or Copydans auditor so request setting out the agenda.
10.4 Committee meetings shall be chaired by the Chairman or - in the Chairman’s absence - by the Deputy Chairman.
10.5 The Committee shall otherwise set up its own rules of procedure.
10.6 The Committee may determine a fee for the Chairman, the Deputy Chairman and the other members of the Committee.
11. Committee resolutions
11.1 In case a motion is put to the vote, each member shall have a number of votes corresponding to the number of associations he or she represents. If a group of a Society has elected two members to CopydansCommittee, cf. rule 9.2 above, each of these Committee members shall, however, only be entitled to half the votes of that Society.
11.2 The vote shall be taken separately in the Artist Group and the Producer/Publisher Group.
11.3 A motion shall be carried if it receives a number of votes in both groups corresponding to more than half the votes given by COPY-DAN’s affiliated Societies (absolute majority).
11.4 Modification of Copydans Rules or dissolution of Copydan shall require that the resolution is passed in both groups by a number of votes corresponding to at least 3/4 of Copydans affiliated Societies.
11.5 A Committee member may give another Committee member a written proxy to vote on his behalf.
12. Management
12.1 The Committee shall appoint a Director who shall be responsible to the Committee and shall carry out the day-to-day management of Copydan and its secretariat.
12.2 The Director shall employ and dismiss the staff of Copydan.
12.3 The Director shall be the personnel manager of the staff of the Societies.
12.4 Each individual Society shall appoint and dismiss its own Executive Manager in concert with the Director. Salary and conditions of employment shall be fixed by the Society itself in concert with the Director and shall be submitted to the Committee. The Committee may reject a Society’s recommendation if it conflicts with the interests of Copydan according to its objects.
12.5 The individual Society shall employ and dismiss its own staff in concert with the Director. All staff shall be employed in accordance with the general guidelines for the fixing of salaries and conditions of employment set up annually by the Committee.
12.6 The Director shall be entitled to participate in all meetings of the decision-making bodies of the Societies.
13. Annual meeting
13.1 An ordinary annual meeting shall be held every year before the end of May.
13.2 The ordinary annual meeting shall be convened by the Committee at not less than two weeks’ notice by letter to the Societies. The notice of the meeting shall be accompanied by the Committee’s written report of the past calendar year.
13.3 The agenda for the ordinary annual meeting shall comprise the following items: 1) Election of a chairman of the meeting 2) The Committee’s report of the activities of the year 3) Other business.
13.4 Extraordinary annual meetings shall be convened by Copydans Committee at not less than 8 days’ notice by letter to the Societies. The Committee shall convene an extraordinary annual meeting upon the request of either two Societies or three Committee members. In such cases, the meeting shall be convened within two weeks after receipt of the request.
13.5 At the annual meetings, the Societies shall be represented by their Committees or the equivalent bodies.
13.6 Each of the associations affiliated to the Societies may appoint up to three representatives to participate in the annual meeting.
13.7 The annual meeting shall have no authority to make decisions.
14. Power to sign for the Society and power of procuration
14.1 In relation to a third party, power to sign for COPY-DAN shall be held jointly by the Chairman and the Deputy Chairman or jointly by the Deputy Chairman and the Director or three other members of the Committee.
14.2 The Committee may grant power of procuration.
15. Accounts and audit
15.1 Copydans accounting year shall be the calendar year.
15.2 Copydans accounts shall be prepared in accordance with generally accepted accounting principles.
15.3 The accounts shall be audited by a State Authorised Public Accountant appointed by the Committee.
15.4 The auditor may request that a meeting of Copydans Committee be convened to discuss specific financial or accounting issues.
16. Liability
16.1 The Societies shall not be liable for Copydans commitments.
16.2 Copydan shall not be liable for the commitments of the Societies.
17. Arbitration
17.1 Copydan shall set up an arbitration tribunal consisting of three members.
17.2 The two ordinary members of the arbitration tribunal shall be appointed by the Committee for two years at a time, one member being appointed by the Artist Group and the other by the Producer/Publisher Group.
17.3 The two ordinary members shall jointly appoint an umpire for their term of office. In case of disagreement on the appointment, the umpire shall be appointed by the Chief Justice of the Supreme Court on the request of one of the ordinary members.
17.4 Any legal dispute concerning the matters of Copydan, the Societies’ relationship with Copydan and the relationship of the right owners/affiliated associations with Copydan or the Societies shall come within the jurisdiction of Copydans arbitration tribunal.
17.5 Furthermore, the arbitration tribunal may hear cases concerning other disputes referred to it according to a decision by Copydans Committee, a provision in the rules of the individual Societies or a decision by their committees.
17.6 The arbitration tribunal may lay down general rules for bringing cases before the tribunal and the hearing of such cases.
17.7 The awards of the tribunal shall be final and shall only be brought before a court of justice in so far as this is authorised by the legislation on arbitration.
18. Exclusion
18.1 In case a Society does not fulfil its obligations under these Rules or fails to obey an order legally issued by the Committee or crucially counteracts the activities and interests of Copydan, the Committee may decide to exclude that Society from COPY-DAN.
18.2 Not later than on the convening of the Committee meeting the Society in question shall be informed of the proposal by registered letter and shall have the opportunity of submitting its views to the Committee before the Committee decides on the exclusion proposal.
18.3 The Society in question may within a time limit of two weeks bring the Committee’s decision to exclude the Society before Copydans arbitration tribunal for settlement. The appeal to the arbitration tribunal shall suspend the operation of the decision.
18.4 The exclusion shall not release the excluded Society from contributing financially to Copydan as provided by rule 7 above until the time at which the Society could itself have terminated the affiliation at the notice provided by these Rules or from fulfilling the obligations laid down in rule 4.3 above.
Adopted at the annual meeting of representatives at Copydan on 8.12.1993 With amendments adopted at the first meeting of the Joint Committee on 27.5.1998. With amendments adopted at the first meeting of the Joint Committee on 27.5.2003.
27.5.2003
Anders Laursen Chairman of Copydan
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