ZAPA Appendix to Resolution No 6/2019 of the Extraordinary General Meeting of the Polish Filmmakers Association of 23 March 2019 on changes to the Statutes of the Polish Filmmakers Association and adoption of the consolidated text of the Statutes of the Polish Filmmakers Association
STATUTES OF THE POLISH FILMMAKERS ASSOCIATION
§1.
NAME AND LEGAL NATURE OF THE ASSOCIATION
1. The Polish Filmmakers Association (“Association”) is an organisation of filmmakers and other entities whose activities are connected with film-making activities, established to represent their professional and creative interests, to protect their rights resulting from the Act on Copyright and Related Rights, to collectively manage those rights, and to provide members of the Association with any legal, social and organisational assistance.
2. The Polish Filmmakers Association may use the abbreviated name “SFP” in its transactions.
3. The Association shall be a legal person.
§2.
TERRITORY OF OPERATION AND SEAT OF THE ASSOCIATION
1. The territory of operation of the Association shall be the entire territory of the Republic of Poland and its seat shall be in the Capital City of Warsaw.
2. In order to achieve its statutory objectives, the Association may operate in other countries, in accordance with their respective laws and regulations.
§3.
RELATIONS WITH OTHER ENTITIES
1. The Association shall have a right to be a member of national, foreign and international organisations and to establish such organisations.
2. While exercising the collective management of copyrights and related rights, the Association may enter into representation agreements with foreign collective management organisations.
3. The Association may conduct economic activities pursuant to the general rules set out in the law and these Statutes. The proceeds from economic activities shall be used for the purpose of fulfilling the statutory objectives of the Association.
4. In its activities, the Association shall rely on the voluntary work of all its members. The Association may hire employees to carry out its activities.
§4.
IDENTIFICATION OF THE ASSOCIATION
The Association may use:
1) a round seal with the words “Stowarzyszenie Filmowców Polskich” (Polish Filmmakers Association) around the rim and the words “Zarząd Główny” (Management Board) in the middle;
2) rectangular seals with the words “Stowarzyszenie Filmowców Polskich” (Polish Filmmakers Association) and respectively: “Zarząd Główny” (Management Board), “Zarząd Sekcji” (Section Board) /name of the section/;
3) rectangular seals with the words: “Stowarzyszenie Filmowców Polskich – Związek Autorów i Producentów Audiowizualnych” (Polish Filmmakers Association – Union of Audiovisual Authors and Producers);
4) a logo and badge of the organization.
§5.
OBJECTIVES AND TASKS
1. The Association brings together people related to the filmmaking community, including filmmakers, audiovisual producers and supporting creative film workers, in order to:
1) protect the filmmaker’s profession;
2) protect copyright and related rights;
3) collectively manage copyright and related rights of audiovisual authors or producers;
4) support the development of the filmmakers’ community and shape the principles of professional ethics;
5) strive to ensure appropriate conditions for the full development of cinematic art and culture and the observance of the freedoms of artistic creation;
6) support the development of the teaching and learning process and the filmmaking culture.
2. In particular, the Association achieves its objectives by carrying out the following tasks:
1) representing the community of Polish audiovisual authors and producers in Poland and abroad, formulating and expressing their opinions and demands, protecting their artistic, moral and financial interests and, in particular, collectively managing and protecting copyright and related rights which the Association was entrusted with;
2) cooperating, in cinematography-related matters, with the minister responsible for culture and national heritage, parliamentary lower- and upper-house committees for culture and media, the Polish Film Institute, public administration bodies, television broadcasters, and other entities engaged in activities related to the creation, production organisation or distribution of audiovisual works;
3) cooperating, in cinematography-related matters, with European Union institutions, and international institutions and organisations;
4) promoting Polish cinematic works in Poland and abroad, collaborating in the development of film studies and the history of film, and in popularising the cinematic culture in the society;
5) providing assistance to members of the Association and their families within the scope and in accordance with the rules defined by the Statutes and the rules and regulations regarding activities of social, cultural and educational nature;
6) consolidating the ties within the community, collaborating in forming appropriate relationships between audiovisual authors and producers, and actively participating in drafting legal regulations applicable to such relationships;
7) supporting scientific, educational and cultural projects in the area of cinematography, including activities to originate and manage such projects;
8) supporting the education and development of filmmakers, especially through film schools and film studios;
9) supporting cultural activities, including activities conducted by other entities, to ensure the Polish filmmaking community good conditions of work, discussion and exchange of creative concepts and views, especially as part of activities of creative work centres.
§6.
TERMS AND CONDITIONS GOVERNING THE ACQUISITION OF MEMBERSHIP
1. To become a member of the Association one must have connections with the film creation. Such persons may include audiovisual authors and producersowning copyright or related rights to an audiovisual work or a legal title to the proceeds from those rights who meet the criteria specified in paragraphs 2 to 4.
2. A member of the Association shall be a natural person who meets the conditions specified in paragraph 3 or a legal person who meets the conditions specified in paragraph 4, provided that such a person is a citizen of a member state of the European Union or a member state of the European Free Trade Agreement (EFTA) – a party to the agreement on the European Economic Area, or a place of residence or registered office in such a member state.
3. With respect to natural persons referred to in paragraph 1, one may be accepted into the Association upon satisfaction of at least one of the following criteria:
1) one shall entrust the Association with the management of his or her copyright, related rights or a legal title to the proceeds from those rights as part of collective management of such rights at least in the territory of the European Union and the territory of the member states of the European Free Trade Agreement (EFTA) – parties to the agreement on the European Economic Area;
2) one shall be a graduate of a school of higher education authorised to grant at least a bachelor's degree in the area of film art or film studies;
3) one shall have practised for a period of at least three years one of the following filmmaking professions: director, scriptwriter, audiovisual producer, director of photography, set designer, costume designer, interior designer, make-up artist, editor, sound editor or a supporting creative film worker related to audiovisual production.
4. In relation to legal persons referred to in paragraph 1, to be accepted into the Association, one shall entrust the Association with the management of his or her copyright, related rights or a legal title to the proceeds from those rights as part of collective management of such rights at least in the territory of the European Union and the territory of the member states of the European Free Trade Agreement (EFTA) – parties to the agreement on the European Economic Area.
5. The General Meeting of Members may grant honorary membership to distinguished persons who have greatly contributed to the development of cinematography but are not members of the Association.
6. The General Meeting of Members may give the title of Honorary Chairperson or Honorary Vice Chairperson to distinguished persons who have greatly contributed to the development of the Association.
7. Candidates for members of the Association shall submit a written declaration in accordance with the template agreed on by the Management Board, which is available on the Association’s website, together with documents confirming that the candidate meets the conditions for becoming a member of the Association.
8. The Management Board shall appoint, from among its employees, associates or members of the Association, a Membership Committee, which shall have the task of examining the accuracy and completeness of the documents submitted by the candidates for members of the Association and issuing opinions on whether or not the candidates meet the formal requirements.
9. The Membership Committee may seek the opinion of the Union of Audiovisual Authors and Producers or the Repartition Board as to whether a given candidate meets the membership requirements.
10. After issuing an opinion about a candidate, the Membership Committee shall submit a declaration to the Management Board, which shall adopt a resolution on acceptance or refusal to accept the candidate into the Association.
11. A refusal by the Management Board to accept a candidate as a member shall include a statement of reasons and shall be delivered to the candidate in a written form or by e-mail. A candidate may be refused acceptance into the Association only due to his or her failure to meet the membership requirements specified in the Statutes, and in the case of an application for re-acceptance, failure to meet the conditions referred to in § 7 paragraph 4 of the Statutes.
12. In the case of refusal to accept someone as member, a given candidate shall have the right to file an appeal with the Audit Committee within 30 days from the date of delivery of the resolution referred to in paragraph 11.
§7.
REASONS FOR AND MANNER OF MEMBERSHIP TERMINATION
1. Membership shall terminate as a result of:
1) voluntary resignation from one’s membership in the Association submitted to the Management Board in writing;
2) dismissal by virtue of a resolution of the Management Board due to delay in paying membership fees or other charges levied by the Management Board for more than twelve months – after a prior ineffective written call to make any overdue payments within 30 days from the date of delivery of the call;
3) expulsion from the Association by virtue of a decision issued by the Arbitration Panel of Fellow Members;
4) death;
5) loss of legal capacity.
2. A member who has been dismissed by the Management Board due to delay in paying membership fees or other charges shall have a right to file an appeal with the Audit Committee within 30 days from the date of delivery of a copy of the relevant resolution of the Management Board. If a member files an appeal and simultaneously makes any and all overdue payments, the member shall regain his or her membership with effect from the day on which the Audit Committee adopts a resolution on that matter.
3. Management Board resolutions on dismissal which have not been appealed against within the set time limit and Audit Committee resolutions issued upon considering an appeal shall not be subject to any further appeals. Resolutions shall be made in writing and shall include a statement of reasons.
4. A member who has been expelled from the Association may seek re-acceptance no earlier than upon the lapse of three years from expulsion on condition that the member meets the membership requirements specified in the Statutes and the reasons for expulsion no longer exist.
5. Termination of membership in the Association shall not result in termination of an agreement for the collective management of copyright or related rights.
§8.
RIGHTS AND OBLIGATIONS OF MEMBERS
1. Pursuant to the terms and conditions specified in the Statutes, members of the Association have the right to:
1) elect members of the Association’s bodies;
2) be elected to the Association’s bodies;
3) vote and take part in General Meetings of Members and meetings of the Association’s units referred to in § 16 and § 17 of the Statutes;
4) use facilities, benefits and protection of the Association within the scope of its statutory
2. Any members of the Association shall be obliged to:
1) take care of the good name of the Association;
2) contribute to activities to increase the role and significance of the Association;
3) actively participate in the work of the Association and collaborate in pursuing its objectives and performing its tasks;
4) observe the provisions of the Statutes, rules and regulations, resolutions and orders of the Association’s bodies;
5) comply with the principles of professional ethics;
6) regularly pay membership fees and other charges levied by the Management Board.
3. After two years from the date of acceptance to the Association, a member shall have a right to vote at the General Meeting of Members and to elect members of the Association’s bodies.
4. After three years from the date of acceptance to the Association, a member shall have a right to be elected to the Management Board, the Audit Committee, and the Arbitration Panel of Fellow Members.
5. After one year from the date of acceptance to the Association, a member shall have a right to receive from the Association benefits related to social activities pursuant to the rules specified in the Statutes, rules and regulations, and resolutions of the Association’s bodies.
§9.
UNION OF AUDIOVISUAL AUTHORS AND PRODUCERS (ZAPA)
1. The Association carries out activities related to the collective management of copyright or related rights through the Association’s organisational unit – Union of Audiovisual Authors and Producers (Związek Autorów i Producentów Audiowizualnych - “ZAPA”).
2. ZAPA’s most important tasks include:
1) concluding and performing agreements for the collective management of copyright or related rights and the related services for the benefit of eligible audiovisual authors and producers;
2) applying for the approval of the tables of tariffs for the use of audiovisual works;
3) negotiating and concludingagreements with the users of audiovisual works;
4) negotiating and concludingrepresentation agreements with foreign collective management organisations;
5) monitoring the scope of use of audiovisual works and checking the accuracy of payments made by users;
6) seeking claims for payment of remuneration and fees for eligible audiovisual authors and producers;
7) distribution and paying out the revenue from copyright or related rights;
8) monitoring market practices and the current legal status in matters that are important from the point of view of managing copyright or related rights to audiovisual works;
9) undertaking actions to counteract infringements on copyright or related rights;
10) applying to the minister responsible for culture and national heritage, other state authorities, European Union institutions and international organisations in matters that are important from the point of view of exercising rights to audiovisual works.
3. ZAPA acts in the name of all persons who have concluded with the Association an agreement for the collective management of copyright or related rights, or have entrusted the execution of those rights to collective management organisations with which the Association has concluded representation agreements. ZAPA also acts on behalf of entities that have not entrusted the Association with the management of their rights within the scope defined in the concession, the Act on Copyright and Related Rights, and the Act on Collective Management of Copyright and Related Rights.
4. ZAPA treats all right holders equally regardless of the legal basis of the collective management of their rights.
5. ZAPA is headed by the director of ZAPA with the assistance of the ZAPA office, in accordance with ZAPA’s rules and regulations approved by the Management Board.
6. The director of ZAPA shall be appointed and dismissed by the Management Board.
7. The director of ZAPA shall be authorised to carry out, on behalf of the Association, any legal and procedural acts regarding any matters that involve the Association collectively managing copyright and related rights, and any matters that involve conducting and organising the activities of ZAPA, including entering into agreements with the employees and associates of the ZAPA office.
8. Prior to taking his or her position, a candidate for the director of ZAPA shall provide the Management Board with a declaration referred to in Article 23.2 of the Act on Collective Management of Copyright and Related Rights.
9. In order to avoid a conflict of interests within the Association, the director of ZAPA shall provide, during his or her term of office, a declaration referred to in Article 23.3 of the Act on Collective Management of Copyright and Related Rights, in accordance with the rules specified in § 10 paragraphs 9 to 11 of the Statutes.
§10.
BODIES OF THE ASSOCIATION
1. Bodies of the Association are as follows:
1) General Meeting of Members;
2) Management Board;
3) Audit Committee;
4) Arbitration Panel of Fellow Members;
5) Repartition Board.
2. The term of office of the Management Board, the Audit Committee, the Arbitration Panel of Fellow Members and the Repartition Board lasts four years. Members of the Association’s bodies are elected by secret vote .
3. Members of the Association’s bodies, with the exception of the Management Board, the Audit Committee and the Repartition Board, shall perform their function free of charge.
4. If the mandate of a member of the Management Board, the Audit Committee, the Repartition Board or the Arbitration Panel of Fellow Members expires before the end of their term of office, a body the composition of which is to be completed shall appoint from among the deputies a new member who has received the largest number of votes in the elections. The term of office of a new member ends on the same day as the term of office of the other members. If members are elected in groups representing different occupations, a new member shall be a deputy who belongs to the same group and has received the largest number of votes in the elections. If there are no deputies in the same group, a new member shall be one of the other deputies who has received the largest number of votes in the election.
5. If members cannot be replaced in the manner specified in paragraph 4, a given body may operate in an incomplete composition until new members are elected at the nearest General Meeting of Members.
6. Unless the Statutes provide otherwise, resolutions of all the bodies of the Association are valid if they are adopted by a simple majority of votes in the presence of at least half of the members of a given body.
7. Candidates for the members of the Management Board, the Audit Committee and the Arbitration Panel of Fellow Members shall be put up in the Association’s office at least three weeks before the date of the General Meeting of Members. To put up a candidate, one must submit:
1) a candidate’s consent to stand for election if he or she has been put up by another member of the Association;
2) in the case of candidates for members of the Management Board – a statement on the choice of an occupational group which the candidate represents, in accordance with § 12 paragraph 9 of the Statutes, and in the case of candidates for members of the Audit Committee – a statement on whether or not the candidate represents audiovisual producers;
3) a candidate’s statement on fulfilment of the criteria for being elected to a given body specified in the Statutes and in the Act on Collective Management of Copyright and Related Rights (a form of the statement shall be agreed on by the Management Board and made available in the Association’s office and on the Association’s website).
8. In the case of candidates for members of the Management Board or the Audit Committee, the submission referred to in paragraph 7 shall also include the statement referred to in Article 23.1 of the Act on Collective Management of Copyright and Related Rights. A form of the statement shall be agreed on by the Management Board and made available in the Association’s office and on the Association’s website.
9. Members of the Management Board and the Audit Committee shall once a year submit the statement referred to in Article 23.3 of the Act on Collective Management of Copyright and Related Rights in the Association’s office no later than two weeks before the first General Meeting of Members in a given calendar year. A form of the statement shall be agreed on by the Management Board and made available in the Association’s office and on the Association’s website.
10. If there is a change to the facts presented in the statements referred to in paragraphs 7 to 9 in the period between the submission and the General Meeting of Members, a person who submitted the statement shall make an update.
11. Every member of the Association may read, in the Association’s office, the statements of candidates who meet the criteria for being elected to a given body, as specified in paragraph 8, as well as the statements specified in paragraph 9, during the General Meeting of Members, or within a period of two weeks before the General Meeting of Members, upon prior notification of an intention to do so. Access shall be granted under conditions of confidentiality.
12. One may not simultaneously stand as a candidate for the Management Board, the Audit Committee and the Arbitration Panel of Fellow Members.
§11.
GENERAL MEETING OF MEMBERS
1. The General Meeting of Members is the supreme authority of the Association and may be held as an ordinary or extraordinary meeting.
2. The General Meeting of Members has the following powers:
1) to determine the guidelines for essential statutory and financial activities of the Association;
2) to assess and approve the Association’s report on operations for the preceding financial year;
3) to approve the reports of the Management Board, the Audit Committee and the Arbitration Panel of Fellow Members;
4) to confirm, at the request of the Audit Committee, the discharge of duties by members of the Management Board;
5) to confirm the discharge of duties by members of the Audit Committee;
6) to choose a chartered auditor to audit the Association’s financial statements and other financial data contained in the report on operations of the Association;
7) to elect the Chairperson of the Association;
8) to elect the remaining twelve members of the Management Board and twelve deputy members of the Management Board in the manner specified in § 12 paragraphs 9 and 13 of the Statutes;
9) to dismiss members of the Management Board;
10) to elect five members of the Audit Committee and three deputy members of the Audit Committee;
11) to dismiss members of the Audit Committee;
12) to specify the rules and amounts of remuneration of members of the Management Board and the Audit Committee and other monetary and non-monetary benefits awarded in connection with a function performed;
13) to elect twelve members of the Arbitration Panel of Fellow Members and three deputy members of the Arbitration Panel of Fellow Members;
14) to dismiss members of the Arbitration Panel of Fellow Members;
15) to approve the rules and regulations of the Arbitration Panel of Fellow Members;
16) to adopt the Statutes and make amendments thereto;
17) to adopt the rules and regulations of the General Meeting of Members;
18) to adopt the rules of submitting and examining complaints about matters regarding membership in the Association by the Audit Committee, including appeals against resolutions of the Management Board on refusal to accept someone as member of the Association and on dismissal from the Association;
19) to adopt the rules of submitting and examining complaints about the performance of collective management by the Repartition Board;
20) to adopt a resolution on dissolution of the Association, allocation of the assets of the Association and appointment of a liquidator;
21) to confirm the rules and regulations regarding repartition which specify the conditions for distribution of amounts from copyright or related rights due to eligible audiovisual authors and producers, detailed rules of using the funds which, despite the Association making every effort to do so, could not have been paid out to the rightholders (the so-called non-distributable amounts), and the rules of making deductions from rights revenue collected by the Association;
22) to approve the rules and regulations regarding the conditions for making deductions from rights revenuefor the purposes of social, cultural or educational services;
23) to approve the rules and regulations regarding investments which specify the general conditions for managing rights revenueuntil they are to be paid out to the eligible persons, including the conditions for investing such revenue;
24) to approve the rules and regulations which specify the general conditions for conducting social, cultural or educational services.
3. When the Statutes do not provide for the competence of other bodies, a given matter shall be subject to the resolutions of the General Meeting of Members.
4. Only members of the Association who have entered into an agreement for the collective management of copyright or related rights with the Association shall have the right to vote in matters specified in paragraph 2 items 21 to 24.
5. The Ordinary General Meeting of Members shall be convened by the Management Board once a year, no later than six months from the balance-sheet date.
6. The Extraordinary General Meeting of Members shall be convened by the Management Board:
1) on its own initiative;
2) at the request of at least 1/5 of all members of the Association;
3) at the request of the Audit Committee.
7. The Extraordinary General Meeting of Members shall be convened within three months from the date of receipt of the relevant request and the agenda may only cover matters indicated in the resolution of the Management Board on convening the Extraordinary General Meeting of Members, including matters specified in the request for the Meeting.
8. The date, place and the proposed agenda of the General Meeting of Members shall be notified by the Management Board in writing or electronically to all members of the Association no later than two months before the date of the General Meeting of Members. The notification of the General Meeting of Members may specify two dates when the Meeting is to take place. The difference between the first and the second start date may not be shorter than half an hour.
9. The General Meeting of Members is attended by:
1) with decisive role – members or proxy-holders, in accordance with the rules specified in paragraphs 12 to 15;
2) with advisory role – honorary members and persons invited by the Management Board, including the Association’s employees;
3) with no right to vote – advisors of members of the Association, in accordance with the rules specified in paragraph 16.
10. The General Meeting of Members is capable of adopting resolutions if at least half of the members are present at the first meeting date, and regardless of the number of members present at the second meeting date – if the Management Board set such a second date when convening the General Meeting of Members.
11. The agenda of the Ordinary General Meeting of Members may be changed by virtue of a resolution of the General Meeting of Members adopted with the majority of 2/3 of the votes.
12. A member of the Association may give another member a power of attorney to participate in, and exercise the right to vote at, the nearest General Meeting of Members, subject to the provisions of paragraphs 13 to 15.
13. A proxy-holderat the General Meeting of Members may not be:
1) a person in the case of whom the granting of a power of attorney would lead to a conflict of interests, in particular a proxy-holderwho represents a client who belongs to a different category of eligible persons that the proxy-holder;
2) a member of the Management Board or the Audit Committee, or an employee of the Association.
14. A proxy-holder may not represent more than seven members at the General Meeting of Members.
15. A power of attorney shall have a written form, otherwise being null and void, shall be submitted together with an attorney’s statement that there is no conflict of interests (to be prepared in accordance with a form specified by the Management Board), and shall be appended to the minutes of the General Meeting of Members.
16. A member of the Association who takes part in the General Meeting of Members may take advice from a person who is not a member of the Association. An advisor may be allowed to take part in the General Meeting of Members on the following conditions:
1) the relevant member notifies the Association in writing of his or her intention to invite an advisor to participate in the General Meeting of Members, which shall take place no later than fourteen days before the date of the General Meeting of Members;
2) the advisor submits a statement on non-disclosure of the contents of the General Meeting of Members (to be prepared in accordance with the form specified by the Management Board) which shall be appended to the notification referred to in item 1;
3) there is no conflict of interests between the advisor of the member of the Association and the Association, with a proviso that it is deemed that such a conflict of interests exists especially in a situation where the advisor is involved in a legal dispute with the Association or represents a person who is involved in such a legal dispute with the Association.
§12.
MANAGEMENT BOARD
1. The Management Board shall deal with the matters of the Association and represent the Association on the outside. The work of the Management Board shall be managed by the Chairperson of the Association.
2. Apart from the matters mentioned in other sections of the Statutes, the powers of the Management Board include:
1) adopting resolutions on convening General Meetings of Members;
2) executing the resolutions of the General Meeting of Members;
3) appointing and dismissing the three members of the Repartition Board;
4) appointing and dismissing the director of ZAPA from his or her position;
5) adopting the rules and regulations of the Management Board and other internal rules and regulations related to the way the Association operates;
6) adopting the rules and regulations of the Membership Committee which specify the rules of its operation and the procedure of examining applications for membership in the Association;
7) electing members of the Membership Committee;
8) adopting a form of the membership declaration referred to in § 6 paragraph 7 of the Statutes;
9) adopting a form of the declaration referred to in § 10 paragraphs 8 and 9 of the Statutes;
10) adopting resolutions on acceptance of, or refusal to accept, a given person to the Association;
11) dismissing members in cases specified in the Statutes;
12) referring matters to the Arbitration Panel of Fellow Members;
13) examining requests submitted by the Audit Committee;
14) determining the logo and badge of the Association;
15) determining the rates of membership fees and other membership charges as well as the rules of making payments, including possible reductions in the rates or exemptions from payments on a case-by-case basis;
16) managing the Association’s assets, including adopting resolutions on the divestiture of the business or an organised part thereof or shares therein, with the exception of matters restricted in the Statutes for the Audit Committee;
17) determining the accounting rules applicable to the Association, including the chart of accounts;
18) adopting the Association’s financial plan and accepting periodical financial reports;
19) adopting resolutions on the commencement and termination of business activities, and on the rules of conducting business activities;
20) if the Association joins another organisation or a new entity is created – passing resolutions on the election of a person or persons who will perform, on behalf of the Association, the rights and obligations of the Association in such an organisation or entity;
21) supporting the Boards of sections and clubs in their activities;
22) appointing permanent and ad hoc committees to work on special matters or to carry out specific tasks;
23) adopting resolutions concerning the establishment of new sections or clubs of the Association;
24) specifying the rules and amounts of remuneration of members of the Repartition Board and other monetary and non-monetary benefits awarded in connection with a function performed;
25) adopting resolutions on the enforcement of the rules and regulations which specify the conditions for conducting social, cultural or educational activities in matters which, in accordance with those rules, belong to the Management Board.
3. The Chairperson of the Association acting individually, and in his absence – one of the Vice Chairpersons acting together with the Treasurer, shall represent the Association on the outside, which includes the right to take on financial liabilities.
4. In agreements between a member of the Management Board and the Association, and in disputes between them, the Association shall be represented by a member of the Audit Committee indicated in its resolution or an attorney appointed by virtue of a resolution of the General Meeting of Members.
5. All resolutions of the Management Board must be signed by the Chairperson of the Association and one member of the Management Board present at a meeting at which a given resolution is adopted, and in the case that the Chairperson is absent at a meeting – by a Vice Chairperson holding the meeting and a member of the Management Board present at the meeting.
6. The Management Board operates on the basis of the rule and regulations approved by itself.
7. Any technical services that the Management Board, the Boards of clubs, sections and other organisational units may need to carry out their work shall be provided by the office of the Association.
8. The organisation and scope of activities of the office and its agencies shall be determined by the Chairperson of the Association.
9. The Management Board is composed of:
1) The Chairperson of the Association elected by the General Meeting of Members;
2) 12 members elected by the General Meeting of Members, with a proviso that those members shall include:
a) 4 members elected from among directors (including one director of documentary films and one director of animated films);
b) 3 members elected from among scriptwriters;
c) 2 members elected from among audiovisual producers;
d) 1 member elected from among directors of photography;
e) 1 member elected from among set designers, costume designers, interior designers or make-up artists;
f) 1 member elected from among sound editors or editors.
10. A candidate for a member of the Management Board who belongs to more than one of the occupational groups referred to in paragraph 9 item 2 may only stand as a candidate of one of those groups.
11. To be a member of the Management Board one must be a natural person who has been a member of the Association for a period of at least three years and has entrusted the Association with the management of his or her copyrights, related rights or a legal title to the proceeds from those rights as part of collective management of such rights, and one must meet at least one of the criteria specified in § 6 paragraph 3 items 2 and 3 of the Statutes.
12. Members of the Management Board shall not be members of the Audit Committee or the Arbitration Panel of Fellow Members.
13. A deputy member of the Management Board may only be a person who meets the criteria specified in paragraph 11. The General Meeting of Members shall select twelve deputy members of the Management Board who shall represent the occupational categories indicated in item 2. Deputy members of the Management Board shall be the candidates for Members of the Management Board who have not been elected to the Management Board, but have received the second largest number of votes – the number of deputy members shall correspond to the number of members of the Management Board elected from a given occupational category.
14. The Management Board shall elect from among its members two vice chairpersons and a treasurer.
15. Meetings of the Management Board shall be held when a need arises, but no less frequently than once a quarter.
16. Meetings of the Management Board shall be convened by the Chairperson of the Association on his or her own initiative, upon request of the Audit Committee or one third of the members of the Management Board. A notification of a meeting of the Management Board may specify two dates when the meeting is to take place. The difference between the first and the second start date may not be shorter than half an hour.
17. Resolutions of the Management Board shall be passed by a simple majority of votes:
1) on the first meeting date – if at least half of the members of the Management Board are present;
2) on the second meeting date – regardless of the number of the members present.
18. In the event of a tied vote, the Chairperson shall have a decisive vote, and in the absence of the Chairperson – the Vice Chairperson presiding over a given meeting shall have a decisive vote.
19. The Management Board may pass resolutions in writing by absolute majority of votes in favour, provided that all the members of the Management Board have been notified of a proposed resolution in advance and at least a half of the members of the Management Board have exercised their voting rights.
20. A member of the Management Board may be dismissed from his or her position by virtue of a resolution of the General Meeting of Members.
21. The mandate of a member of the Management Board shall expire upon:
1) the end of his or her term of office and the election of a new Management Board by the General Meeting of Members;
2) his or her dismissal from the Management Board;
3) expiry of his or her membership;
4) resignation from his or her position.
22. If the mandate of a member of the Management Board expires, the Management Board may continue to represent the Association in an incomplete composition and run its matters until the composition is completed in accordance with § 10 paragraphs 4 and 5 of the Statutes.
§13.
AUDIT COMMITTEE
1. Apart from the matters mentioned in other sections of the Statutes, the powers of the Audit Committee include:
1) constant supervision over the Association’s activities;
2) control over the Association’s financial participation in the activities of the foundation, companies and societies of which the Association is a founder, shareholder or member;
3) submitting post-audit reports, resolutions, motions and requests for explanations to the Management Board;
4) submitting a motion to the Management Board to convene an Extraordinary General Meeting of Members;
5) submitting a motion to the General Meeting of Members to confirm the discharge of duties by the Management Board and its members;
6) confirming the strategy for managing risk;
7) giving consent to the acquisition and sale of property, perpetual usufruct, shares in property and shares in perpetual usufruct, and establishing limited property rights thereon; giving consent to the acquisition of an enterprise, an organised part thereof, or shares therein;
8) giving consent to the granting and taking out of a borrowing or the taking out of a loan and to the establishment of a collateral for the repayment of a borrowing or a loan;
9) giving consent to the establishment of new entities, including subsidiaries of the Association considering the fact that the Association has the possibility of electing or dismissing the majority of the members of the governing bodies of those subsidiaries, the managing bodies of those subsidiaries or the controlling bodies of those subsidiaries, the possibility of holding the majority of votes in the bodies of those subsidiaries, or the possibility of exerting decisive influence on the activities of those subsidiaries;
10) dealing with complaints about the membership in the Association;
11) giving consent to the Association obtaining membership in a different legal person.
2. The Audit Committee is composed of five members.
3. Members and deputy members of the Audit Committee shall be elected by the General Meeting of Members from among the candidates put up pursuant to § 10 paragraph 7 of the Statutes. Five candidates who have received the largest number of votes, including at least one vote representing audiovisual producers, shall be elected members of the Audit Committee; three members who have received the second best number of votes shall be elected deputy members of the Audit Committee.
4. To be a member of the Audit Committee one must be a natural person who has been a member of the Association for a period of at least three years, and one must meet at least one of the criteria specified in § 6 paragraph 3 items 2 and 3 of the Statutes.
5. The persons referred to in Article 27.2 of the Act on Collective Management of Copyright and Related Rights and members of the Arbitration Panel of Fellow Members may not sit on the Audit Committee.
6. The Audit Committee operates on the basis of the rules and regulations approved by itself.
7. The Audit Committee shall perform its functions jointly; it may, however, delegate its members to perform specific supervisory actions independently.
8. The Audit Committee shall elect a chairperson, a vice chairperson and a secretary from among its members.
9. A member of the Audit Committee may be dismissed from his or her position by virtue of a resolution of the General Meeting of Members.
10. The mandate of a member of the Audit Committee shall expire upon:
1) the end of his or her term of office and the election of a new Audit Committee by the General Meeting of Members;
2) his or her dismissal from the Audit Committee;
3) expiry of his or her membership;
4) resignation from his or her position.
11. Meetings of the Audit Committee shall be held when a need arises, but no less frequently than once a quarter.
12. The chairperson of the Audit Committee or a member appointed by the chairperson shall be entitled to participate in meetings of the Management Board in the capacity of advisors.
13. If the mandate of a member of the Audit Committee expires, the Audit Committee may continue to operate in an incomplete composition until the composition is completed in accordance with § 10 paragraphs 4 and 5 of the Statutes.
§14.
REPARTITION BOARD
1. The Board has the powers to:
1) accept the classification of audiovisual works for the purposes of carrying out the distribution of the amounts due to rightholders;
2) examine appeals against the decisions of the director of ZAPA on refusal to consider an audiovisual production an audiovisual work or classify a given work into a specific category;
3) examine complaints filed by rightholders or collective management organisations with whom the Association has entered into a representation agreement for the collective management of copyright or related rights by the Association;
4) adopt resolutions on the enforcement of the rules and regulations which specify the conditions for distribution in matters which, in accordance with those rules, belong to the Repartition Board;
5) approve remuneration rates or projected tables of tariffs proposed by the director of ZAPA;
6) adopt ZAPA’s financial and substantive plan and accepting periodical reports prepared by the director of ZAPA;
7) approve the rules and regulations of the Repartition Board.
2. The Repartition Board is composed of 9 members appointed for a four-year term of office:
1) 3 members elected by the Management Board from among the members of the Association;
2) 6 members elected during the ZAPA Election Meeting, with a proviso that 3 members shall be elected by the Authors Team and 3 members shall be elected by the Producers Team.
3. The Authors Team and the Producers Team shall elect one deputy member of the Repartition Board each.
4. persons who have signed with the Association an agreement for the collective management of copyright or related rights shall, during the ZAPA Election Meeting, form part of the Authors Team or the Producers Team. If, given the scope of the entrusted rights, an eligible person may belong to both teams, he or she shall, when entering into a collective management agreement, declare to which team he or she will belong. The eligible person referred to in the previous sentence may notify the Association of a change to his or her declaration no later than two weeks before the date of the ZAPA Election Meeting.
5. The Management Board shall convene ZAPA Election Meetings by sending a notification of the time and place of the meeting in writing or by electronic means no later than one month before the date of the meeting. ZAPA Election Meetings shall take place no later than two months before the lapse of the term of office of the Repartition Board.
6. Each member of the Authors Team and the Producers Team may authorise another member of a given Team to participate in, and exercise their voting right at, the nearest ZAPA Election Meeting. A proxy-holder may not represent more than one member of the Authors Team or the Producers Team at the ZAPA Election Meeting.
7. The Repartition Board shall elect a chairperson, a vice chairperson and a secretary from among its members.
8. Meetings of the Repartition Board shall be convened by the Chairperson of the Board or by the Management Board, as the need arises, but no less frequently than once a quarter. Members of the Repartition Board should be notified of a meeting date in writing or by electronic means at least seven days in advance and such a notification should include a planned agenda.
9. A member of the Repartition Board elected by the Management Board may be dismissed from his or her position by virtue of a resolution of the Management Board.
10. The mandate of a member of the Repartition Board shall expire upon:
1) the end of his or her term of office and the election of a new composition of the Repartition Board;
2) his or her dismissal from the Repartition Board;
3) member’s resignation from his or her position;
4) death.
11. If the mandate of a member of the Repartition Board expires before the end of his or her term of office, the Repartition Board may continue to operate in an incomplete composition until the composition is completed in accordance with § 10 paragraphs 4 and 5 of the Statutes, which shall apply accordingly.
§15.
ARBITRATION PANEL OF FELLOW MEMBERS
1. The Arbitration Panel of Fellow Members considers cases and issues decisions in situations where members of the Association commit violations against the Statutes, resolutions or decisions of the Association’s authorities, or where members’ actions are in contravention of the principles of professional ethics or are detrimental to the Association.
2. The Arbitration Panel of Fellow Members is composed of 12 members.
3. Members and deputy members of the Arbitration Panel of Fellow Members shall be elected by the General Meeting of Members from among the candidates put up pursuant to § 10 paragraph 7 of the Statutes. Twelve candidates who have received the largest number of votes shall be elected members of the Arbitration Panel of Fellow Members; three members who have received the second best number of votes shall be elected deputy members of the Arbitration Panel of Fellow Members.
4. To be a member of the Arbitration Panel of Fellow Members one must be a natural person who has been a member of the Association for a period of at least three years, and one must meet at least one of the criteria specified in § 6 paragraph 3 items 2 and 3 of the Statutes.
5. A member of the Arbitration Panel of Fellow Members may not be a member of the Management Board or an Audit Committee.
6. The Arbitration Panel of Fellow Members shall elect a chairperson, two vice chairpersons and a secretary from among its members.
7. A member of the Arbitration Panel of Fellow Members may be dismissed from his or her position by virtue of a resolution of the General Meeting of Members.
8. The mandate of a member of the Arbitration Panel of Fellow Members shall expire upon:
1) the end of his or her term of office and the election of a new Arbitration Panel of Fellow Members by the General Meeting of Members;
2) his or her dismissal from the Arbitration Panel of Fellow Members;
3) expiry of his or her membership;
4) resignation from his or her position;
5) the Arbitration Panel of Fellow Members issuing a final and binding decision on the basis of which he or she will be given one of the penalties specified in paragraph 13.
9. Every member of the Association individually and the Management Board collectively shall have a right to request that a case be brought before the Arbitration Panel of Fellow Members.
10. The bench of the Arbitration Panel of Fellow Members in the first instance shall be composed of 3 members.
11. Appeals against decisions issued in the first instance shall be examined by a second-instance panel composed of three members, none of whom shall be the member who considered a given case in the first instance. An appeal shall be filed with the Arbitration Panel of Fellow Members in writing within a non-extendible time limit of 30 days from delivery of the relevant decision.
12. Decisions issued by the Arbitration Panel of Fellow Members of the first instance against which an appeal has not been filed within the above time limit and decisions issued by the Arbitration Panel of Fellow Members of the second instance shall be final and non-appealable.
13. The Arbitration Panel of Fellow Members shall be authorised to impose the following penalties:
1) warning;
2) reprimand;
3) expulsion from the Association.
14. Detailed scope of activities of the Arbitration Panel of Fellow Members and its procedures shall be set forth in the rules and regulations adopted by the Arbitration Panel of Fellow Members and approved by the General Meeting of Members.
§16.
OTHER UNITS OF THE ASSOCIATION
1. The Association shall have sections and clubs which group the members of the Association by type of activity in which they are engaged and by professional category, namely:
1) Narrative Film Section;
2) Documentary Film Section;
3) Animated Film Section;
4) Television Section;
5) Film Directors’ Club;
6) Directors of photography Club;
7) Scriptwriters’ Club;
8) Sound Directors’ Club;
9) Set Designers’ Club;
10) Film Producers’ Club;
11) Children's and Youth Filmmakers’ Club;
12) Literature Club;
13) Senior Filmmakers’ Club;
14) Young Filmmakers’ Club;
15) Stunt Performers’ Club;
16) Make-Up Artists’ Club;
17) Digital Film Forms’ Club;
18) Kraków Club;
19) Łódź Club;
20) Wrocław Club.
2. The objective of sections and clubs is to hold discussions within the filmmaking community, share experiences and present one’s standpoints, opinions and demands concerning the professional activities of the Association’s members.
3. The Management Board may decide to establish other sections or clubs, especially in order to ensure that individual member groups have a possibility of cooperating within the Association.
4. A member of the Association who belongs to more than one section or club may stand for election to the Board of only one of those units.
5. The bodies of sections and clubs are as follows:
1) General Meeting;
2) Board.
6. The term of office of the Boards of sections and clubs shall run in parallel to the term of office of the Association’s authorities.
7. The Boards of sections and clubs shall be elected by secret ballot at the General Meeting of the section or club.
8. If an elected member of the Board of a section or club resigns, the Board of the section or club will co-opt a new member. Relevant resolutions shall be passed by a majority of votes in the presence of at least half of the members of the Board.
9. General Election Meetings of sections and clubs shall be convened by the Board of the section or club every four years no later than two months after the General Meeting of Members of the Association.
10. General Meetings of sections and clubs shall be convened by the Board of the section or club as the need arises. General Meetings of sections or clubs may also be convened on the basis of a resolution of the Management Board or at the request of at least 1/4 of the members of a given section or club.
11. The date, place and proposed agenda of the General Meeting of a section or club shall be notified to the members of the respective section or club no later than ten days before the date of the General Meeting of the section or club. The notification of the General Meeting may specify two dates when the Meeting is to take place. The difference between the first and the second start date may not be shorter than half an hour.
12. The General Meeting of a section or club has the following powers:
1) assessing reports on operations of the Board of a section or club;
2) electing Board members of a section or club;
3) adopting guidelines on the operation of a given section or club;
4) considering motions submitted to the General Meeting of a section or club.
13. The General Meeting of a section or club shall be deemed to be capable of adopting resolutions if at least half of the members of the section or club are present at the first meeting date, and regardless of the number of the members present at the second meeting date – if two dates of the meeting were set.
14. Resolutions of the General Meeting of a section or club shall be passed by a simple majority of votes.
15. The Board of a section or club shall be composed of 3 to 9 members elected at the Election Meeting of the section or club.
16. The Board of a section or club shall elect a chairperson, vice chairperson and secretary from among its members.
17. Meetings of the Board of a section or club shall be held as the need arises. Resolutions shall be passed by a simple majority of votes. For a resolution to be valid, at least half of the members of the Board of a section or club must be present.
18. The Board of a section or club shall perform resolutions passed by the General Meetings of the section or club and resolutions passed by the Management Board; the Board shall formulate the position of the section or club, represent the interests of the members of the section or club vis-à-vis the Management Board, and report to the General Meeting of the section or club and to the Management Board.
19. The Board of a section or club may pass resolutions in writing by absolute majority of votes “in favour”, provided that all members of the Board of the section or club have been notified of a proposed resolution in advance and at least half of the members have exercised their voting rights.
20. Chairpersons of clubs and sections of the Association may participate in the meetings of the Management Board in the capacity of advisors.
§17.
OTHER FORMS OF ACTIVITIES IN THE ASSOCIATION
1. The Association may comprise clubs, creative groups, and other voluntary organisations of members.
2. Activities of organisational units of the Association must be in compliance with the Statutes and applicable laws and regulations.
3. The initiative group shall notify the Management Board of the commencement or termination of a club, creative group, etc.
4. The above-mentioned organisational units shall receive assistance, support and resources from the Association subject to their then-current availability.
§18.
ASSETS AND ECONOMIC ACTIVITY OF THE ASSOCIATION
1. The assets of the Association shall include:
1) membership fees and other membership contributions;
2) inheritances, grants and donations;
3) subsidies and subventions;
4) income from movable and real property of the Association;
5) income from property rights;
6) income from fundraising activities and public events;
7) income from own cash resources;
8) income from economic activities;
9) income from shares held by the Association in commercial partnerships and companies.
10) funds gained from deductions for the costs of collective management of copyright or related rights made in accordance with the rules and regulations referred to in § 11 paragraph 2 item 21 of the Statutes;
11) funds gained from deductions for the Association’s social, cultural and educational services made in accordance with the rules and regulations referred to in § 11 paragraph 2 item 22 of the Statutes.
2. The Association shall manage its finances in accordance with the applicable laws and regulations and the provisions of its internal acts, and on the basis of its annual financial plan.
3. The Management Board shall determine the rates of membership fees and other membership charges as well as the rules of making payments, including possible reductions in the rates or exemptions from payments on a case-by-case basis. The rules of making payments and the rates of fees are available on the Association’s website.
4. The financial year of the Association shall be the calendar year.
5. Pursuant to the rules set forth in the rules and regulations referred to in § 11 paragraph 2 item 22 of the Statutes, 10% from rights revenue collected by the Association is appropriated for social, cultural or educational services.
6. In order to obtain funds for its statutory activities, the Association may run an economic activity, whether independently or in cooperation with other entities, in the following scope:
1) General secondary schools (PKD 85.31.B);
2) Technical secondary schools (PKD 85.32.A);
3) Lower secondary vocational schools (PKD 85.32.B);
4) Upper secondary vocational schools (PKD 85.32.D);
5) Post-secondary schools (PKD 85.41.A);
6) Teacher training institutions (PKD 85.41.C);
7) Higher education institutions (PKD 85.42.Z);
8) Non-school arts education (PKD 85.52. Z)
9) Non-school sports education and sports and recreation activities (PKD 85.51.Z);
10) Other non-school education not elsewhere classified (PKD 85.59.B);
11) Education supporting activity (PKD 85.60. Z);
12) Organisation of trade shows, exhibitions and conventions (PKD 82.30.Z);
13) Activities of professional organisations (PKD 94.12.Z );
14) Hotels and similar accommodation (PKD 55.10.Z);
15) Other accommodation (PKD 55.90.Z);
16) Restaurants and other permanent food service establishments (PKD 56.10.A);
17) Mobile eating places (PKD 56.10.B);
18) Preparation and delivery of food to external recipients (catering) (PKD 56.212)
19) Other food service activities (PKD 56.29.Z);
20) Preparation and serving of beverages (PKD 56.30.Z);
21) Publishing of books (PKD 58.11.Z);
22) Publishing of newspapers (PKD 58.13.Z);
23) Publishing of journals and periodicals (PKD 58.14.Z);
24) Other publishing activities (PKD 58.19.Z);
25) Other software publishing (PKD 58.29.Z);
26) Motion picture, video and television programme production activities (PKD59.11.Z);
27) Motion picture, video and television programme post-production activities (PKD 59.12.Z);
28) Motion picture, video and television programme distribution activities (PKD 59.13.Z);
29) Motion picture projection activities (PKD 59.14.Z);
30) Sound recording and music publishing activities (PKD 59.20.Z);
31) Free and subscription television programme broadcasting (PKD 60.20.Z);
32) Radio broadcasting (PKD 60.10.Z);
33) Activity connected with software (PKD 62.01.Z);
34) Data processing, hosting and related activities (PKD 63.11.Z);
35) Web portals (PKD 63.12.Z);
36) News agency activities (PKD 63.91.Z);
37) Other information service activities not elsewhere classified (PKD 63.99.Z);
38) Letting and management of own or leased real estate (PKD 68.20.Z);
39) Public relations and communication activities (PKD 70.21.Z);
40) Research and experimental development on social sciences and humanities (PKD 72.20.Z);
41) Advertising agency activities (PKD 73.11.Z);
42) Market research and public opinion polling (PKD 73.20.Z);
43) Photographic activities (PKD 74.20.Z);
44) Leasing of intellectual property and similar products, except copyrighted works (PKD 77.40.Z);
45) Activities of employment placement agencies (PKD 78.10.Z);
46) Pre-press services (PKD 18.13.Z);
47) Reproduction of recorded media (PKD 18.20.Z);
48) Activities of business and employers membership organisations (PKD 94.11 .Z );
49) Residential nursing care activities (PKD 87.10.Z);
50) Residential care activities for the elderly and disabled (PKD 87.30.Z);
51) Other residential care activities (PKD 87.90.Z);
52) Archives activities (PKD 91.01.B);
53) Museum activities (PKD 91.02.Z);
54) Support activities to performing arts (PKD 90.02.Z);
55) Operation of arts facilities (PKD 90.04.Z) ;
7. A decision to commence and end economic activities shall be made by the Management Board.
8. The Management Board shall determine the rules under which the Association will run its economic activities.
§19.
DISSOLUTION OF THE ASSOCIATION
1. A resolution on dissolution of the Association shall be passed by the General Meeting of Members by a majority of 2/3 of the votes cast in the presence of at least half of the members of the Association.
2. Simultaneously with the resolution on dissolution of the Association, the last General Meeting of Members shall pass a resolution on the appropriation of the assets of the Association and shall appoint a liquidator. The assets of the Association, in the case of their liquidation, shall be appropriated for statutory objectives which will be specified in more detail in the resolution on dissolution of the Association.
