By-laws of Gramex
of Esittävien taiteilijoiden ja äänitteiden tuottajien tekijänoikeusyhdistys Gramex ry
Name, domicile and purpose
The name of the Society is Esittävien taiteilijoiden ja äänitteiden tuottajien tekijänoikeusyhdistys GRAMEX ry (Copyright Society of Performing Artists and Producers of Phonograms GRAMEX), and its domicile is the city of Helsinki.
The Society is a non-profit society, and its purpose is to administer and to further those rights of performing artists and producers of phonograms which are prescribed in the copyright legislation. It is also a purpose of the Society to further the general preconditions for the development of the Finnish performing art of music and phonogram production. It is not the purpose of the Society to obtain profit or any other direct financial gain for those who are parties to the Society, nor is the Society even otherwise of a primarily economic nature.
In order to achieve its purpose the Society shall keep abreast of the development of copyright circumstances and legislation in Finland and abroad, make any necessary proposals, and aim at influencing the legislation in such a way as to obtain better protection than before for the rights referred to in Paragraph 1. The activities of the Society shall also include the collection of the remunerations referred to in the Copyright Act, the keeping of the remunerations until they are distributed, and their distribution among those entitled to them.
Members of the society
Any registered societies the members of which consist of persons or corporate bodies entitled to remunerations referred to in Article 2 and which, upon written applications, are unanimously accepted as members by the Board of Directors of the Society, can join the Society as members.
The Society shall not levy any membership fees from its members.
Clients of the society and distribution of remunerations
The Society shall conclude an agreement for establishing client relationship with the persons and corporate bodies entitled to the compensations referred to in Article 2; the content of the agreement shall be approved by a general meeting of the Society. Anyone entitled to the said compensations shall be entitled to be a client of the Society.
The Society shall, in accordance with its Distribution Rules, turn over the remunerations referred to in Article 2 to those entitled to them. The Society's Distribution Rules shall be approved by a general meeting of the Society.
Administration of the society
The Annual General Meeting of the Society shall be held annually during March-May at a time designated by the Board of Directors.
An extraordinary general meeting of the Society shall be held whenever the Board of Directors deems it necessary or whenever a minimum of one-half of the members of the Society request it for dealing with a matter specified by them.
A call to a general meeting of the Society shall be delivered to the members by a registered letter sent no later than fourteen days prior to the meeting to the member's address recorded in the membership list. The matters to be dealt with shall be stated in the call.
The following matters shall be dealt with at an Annual General Meeting of the Society:
- Election of a chairman. The chairman shall appoint a secretary.
- Election of two inspectors of the minutes of the Meeting and other officials for the meeting.
- Inspection of the authorizations of the delegates to the Meeting, and the verification of the legality of the Meeting and the presence of a quorum.
- Annual Report by the Board of Directors
- Report on the accounts by the Board of Directors.
- Annual Accounts and the Auditors' Report.
- Approval of the Annual Report, the Financial Statement and the Balance Sheet, and granting of release from responsibility to those responsible for the accounts.
- Election of the Chairman of the Board of Directors, and members and alternate members of the Board of Directors.
- Remunerations to the Chairman and to the members of the Board of Directors.
- Election of two auditors and two deputy auditors.
- Any other matters presented by the Board of Directors or the members of the Society.
The Board of Directors shall consist of a Chairman and six other members. The Board of Directors shall elect two Vice-Chairmen from among its members.
The Chairman of the Board of Directors shall be a person well-versed in copyright questions, and he must not belong to either one of the interest groups mentioned below.
Three of the members of the Board of Directors shall be elected from among phonogram producers and three from among performing artist. The members elected from among performing artists shall represent different groups of artists.
A personal alternate shall be elected for each member of the Board of Directors.
The task of the Board of Directors shall be to represent the Society, to select the staff of the Society, to approve the salaries and remunerations of the staff, and to attend to the affairs of the Society in compliance with the by-laws and the decisions of the meetings of the Society.
The Board of Directors shall convene, when necessary, at the call of the Chairman or when two members of the Board of Directors request it of the Chairman, and the Chairman and at least four members present shall constitute a quorum, in which case at least two of the members shall represent phonogram producers and two shall represent performing artists.
One of the auditors of the Society shall be an auditor authorized by the Central Chamber of Commerce (KHT).
The name of the Society shall be signed singly by the Chairman of the Board of Directors or jointly by the members of the Board of Directors, or singly by any of the staff members of the Society appointed as signatories by the Board of Directors.
The financial year of the Society shall be the calendar year. The accounts of the Society and the Report by the Board of Directors on the activities and the accounts shall be submitted by the end of February to the auditors for inspection, and the Auditors' Report shall be presented to the Board of Directors by the end of March.
Amendments to the by-laws and the dissolution of the society
The Society may be dissolved or the by-laws amended only in the event that a minimum three-fourths of those members of the Society present at a meeting vote in favour of such a proposal.
In the event that the Society is dissolved, its assets shall be divided half-and-half between the members representing phonogram producers and those representing performing artists. The distribution of the assets among the members representing each interest group shall be in the manner decided by the general meeting of the Society.