Based on Article 166, paragraph 2, of the Law on Copyright and Related Rights (Official Gazette of the Republic of Serbia, Nos. 104/09, 99/11 and 119/12) and Articles 10, 11 and 12 of the Law on Associations (Official Gazette of the Republic of Serbia, No. 51/09), the Assembly of the Organisation of Phonogram Producers of Serbia (hereinafter: the Organisation), at its sessions of 28 April 2010, 26 March 2011, 31 January 2013, 21 June 2015, 13 December 2015, and 19 June 2016, adopted the following

S T A T U T E

of the Organisation of Phonogram Producers of Serbia

(CONSOLIDATED TEXT)

I. GENERAL PROVISIONS

Article 1

The Organisation of Phonogram Producers of Serbia is a voluntary and non-governmental non-for-profit organisationwhose rights, duties and responsibilities are regulated by its founding act, this Statute and legislation, and which is established for the purpose of collective management of rights of phonogram producers.

“Phonogram”is the recording of a sound and/or a sequence of sounds on a sound carrier.

“Phonogram producer”is a natural or legal person who organised and paid for the production of the phonogram and who takes the responsibility for the first recording of the sound and/or sequence of sounds.

Article 2

This Statute is the basic general act of the Organisation and other general acts thereof shall be in conformity with this Statute.

Provisions of any general and/or individual act of the Organisation that are contrary to this Statute shall be null and void.

Provisions of any individual act shall be in conformity with the provisions of the general acts; otherwise, they shall be deemed null and void.

Article 3

This Statute shall regulate the following:

  1. the name, registered headquartersand legal status of the Organisation;
  2. the shape and content of the seal;
  3. the representation of the Organisation;
  4. theobjectives and activity;
  5. the conditions and manner of admission and termination of membership;the membership rights and duties;
  6. the bodies and their powers, composition, election and dismissal, term of office, and decision-making process;
  7. the procedure of adoption of financial and other reports;
  8. the manner of acquisition and disposal of assets;
  9. the administration of the Organisation’s property;
  10. disposal of the Organisation’s property in case of its dissolution;
  11. the internal organisation;
  12. general acts, the procedure of amending and supplementing the Statute, the publication of general acts;
  13. transparency of the work;
  14. confidentiality;
  15. dissolution of the Organisation;
  16. transitional and final provisions.

II. LEGAL STATUS PROVISIONS

The Name, Registered Headquarters and Legal Status of the Organisation

Article 4

The name of the Organisation shall beOrganizacija Proizvođača Fonograma Srbije.The Organisation’s abbreviated name is OFPS.

The Organisation’s name in the English language shall be the Organisation of Phonogram Producers of Serbia.

The Organisation’s abbreviated name in the English language is OFPS.

The decision on the name and change of the name of the Organisation shall be made by the Assembly of the Organisation.

The headquarters of the Organisation shall bein Belgrade.

The decision on the change of the Organisation’s headquarters shall be made by the Management Board of the Organisation.

Article 5

The Organisation of Phonogram Producers of Serbia is a legal person entered into the Register of Associations of the Republic of Serbia, and it shall be liable for its obligations with its entire assets.

Members of the Organisation’s bodies shall be jointly and severally liable for any damage caused to the Organisation as a result of their decisions, if such decisions were made with gross negligence or with the intention to cause damage to the Organisation, unless their separate opinion concerning such decisions was noted in the minutes made during the decision-making process.

The damages procedure shall be initiated based on the decision made by the Management Board.

The Shape and Content of theSeal

Article 6

The Organisation of Phonogram Producers of Serbia shall haveits seal. The seal shall be in the shape of a circle containing the following text: “Organisation of Phonogram Producers of Serbia”, along its border; “OFPS”, in the centre; and “Belgrade”, at the bottom of the seal.

The Organisation may have several seals provided that each of them bears a corresponding ordinal number.

The number of seals, their use and manner of keeping and destroying shall be determined by a separate decision made by the Director.

The Power of Representation and Signature

Article 7

The Organisation shall be represented by its Director, who is responsible for the legality of the Organisation’s work.

The decision on appointment and dismissal of the Director as a person authorised to represent the Organisation shall be made by the Management Board of the Organisation.

Other persons may act on behalf of the Director upon his/her written authorisation and the approval of the Organisation’s Management Board.

The authorisation referred to in this paragraph shall contain description and scope of duties within which the authorised person may act on behalf of the Director of the Organisation.

III. THE OBJECTIVES AND ACTIVITY

Article 8

The main objective and activity of the Organisation is the collective management of phonogram producer rights, as specified in the Law on Copyright and Related Rights (hereinafter: the LCRR).

The Organisation shall engage in the collective management of phonogram producer rights, which includes the collection of remuneration payable for the use of phonograms in the following cases:

-broadcasting and re-broadcasting of phonograms;

-public communication of phonograms;

-public communication of phonograms being broadcast.

Beside the above cases, the Organisation shall be entitled to collectively manage the right of phonogram producers to special remuneration from import and/or sale of technical devices and blank sound carriers, which can be reasonably expected to be used for the copying of phonograms for private, non-commercial purposes.

Foreign phonogram producers and/or right holders shall be guaranteed equal rights as the domestic phonogram producers, provided that the conditions envisaged in the national treatment provisions of the relevant ratified international agreements have been met.

The Organisation shall ensurethe collective management of propertyrights of foreign phonogram producers and/or right holders based on bilateral agreements concluded with foreign fellow organisations, and agreements concluded with licensing representatives of foreign repertoire right holders.

Foreign phonogram producers and/or right holders meeting the national treatment criteria who excluded themselves from the bilateral agreement system effective in Serbia may exercise their rights through the Organisation.

Article 9

The Organisation shall perform its activitiesin accordance with the law and/or authorisations given by phonogram producers, and it shall primarily:

- inform users about the amount of remuneration established in the Schedule of Fees (Tariff) and conclude agreements with them concerning the terms of use of subject-matters of protection;

- publish the Schedule of Fees charged from users by the Organisation;

- enter into agreements with foreign fellow organisations;

- monitor the use of phonograms included in the Organisation’s repertoire;

- collect the remuneration;

- distribute the collected funds to the right holders in accordance with the Distribution Plan;

- enter into agreements with holders of phonogram producer rights;

- protect the rights of phonogram producers before courts and other state bodies.

The activity code is 9412– activities performed by professional associations.

Article 10

The Organisation operates under the presumption that the Organisation is authorised to act for the account of all holders of related rights attributed to phonogram producers,considering that phonogram producers can exercise such rights only through an organisation for the collective management of related rights.

The Organisation may not refuse to collectively manage the related rights falling under itsscope of activity,if such management is requested by a phonogram producer who is a citizen of the Republic of Serbia or has domicile or registered headquarters in the Republic of Serbia.

Article 11

In realising its objectives, the Organisation shall perform its non-for-profit activity in accordance with the Law on Copyright and Related Rights, the Law on Associations, and the authorisations given by right holders, including other effective legal provisions regulating the matters of organisation and activities of legal entities in the territory of the Republic of Serbia.

Article 12

The Organisation may entrust, by way of a contract, another collective organisation with administrative and technical activities concerning the collective management of related rights.

The Organisation may provide administrative and technical services concerning the collective management of related rights.

IV. THE CONDITIONS AND MANNER OFADMISSION AND TERMINATION OF MEMBERSHIP

Article 13

Members of the Organisation are phonogram producers and holders of phonogram producer rights, legal and natural persons headquartered or domiciled in the territory of the Republic of Serbia, who submit the repertoire of published phonograms to the Organisation and who authorise the Organisation to exercise, in its own name and for their account, the collective management of phonogram producer rights and the rights of holders of phonogram producer rights.

A holder of phonogram producer rights is a natural or legal person headquartered in the territory of the Republic of Serbia, who has acquired the phonogram producerrights through a legitimate legal transaction.

Admissionand termination of membership in the Organisation shall be regulated by separate Rules adopted by the Management Board.

The phonogram producers protected ex lege by the Organisation without being the members thereof are entitled to advance initiatives and proposals for the improvement of the work of the Organisation.

Article 14

Membership in the Organisation shall be terminated:

-by a unilateral declaration ofthe phonogram producer;

-by a unilateral declaration of the Organisation in the event of transfer of the phonogram producer rights to another natural or legal person by way of legitimate legal transaction;

-bytermination or annulment in accordance with the law;

-by exclusion of a member from the Organisation for acting contrary to the Organisation’s Statute and objectives;for acting contrary to the interests of the Organisation; for acting so as to disparage the Organisation or damage its reputation; and in other cases envisaged by the law;

-membership of a member who is a holder of phonogram producer rightsshall terminate upon expiry of the phonogram producer rights they acquired;

-in case of death of the natural person concerned;

-in case of dissolution of the legal person concerned.

In case of termination of membership, the phonogram producer shall not lose the right to participate in the distribution of the collected remuneration.

A decision on excluding a member from the Organisation for the reasons referred to in paragraph 1, item 4 of this Article shall be made in the first instance by the Management Board upon a reasoned initiative submitted to the Management Board by any person in the possession of reliable information showing that the member of the Organisation acts in the manner proscribed by paragraph 1, item 4 of this Article. Before making the decision, the Management Board is obliged to notify the member of the submitted initiative and request that he respond to the reasoned initiative within fifteen (15) days of receipt of the request for response; the Management Board is also obliged to submit the said initiative to the Supervisory Board for opinion, and the latter shall provide its opinion no later than thirty (30) days of receipt of the initiative. If the Supervisory Board fails to provide the opinion within the said deadline, it shall be deemed that a positive opinion has beengiven. Based on the member’s response, or lack thereof, and on the opinion of the Supervisory Board, the Management Board shall make the reasoned decision and deliver it to the member along with the advice on the member’s right to raise an objection against the decision before the Assembly within fifteen (15) days of receipt of the decision. The Assembly shall decide on the objection at its next session. The decision shall be final if the member concerned does not object against it, i.e. when the Assembly decides on the member’s objection. The objection raised against the decision of the Management Board shall stay the enforcement thereof. The member against whom the initiative was submitted may not vote if he/she is a member of the body making the decision on the exclusion.

The excluded member may reapply for membership within one (1) year of the day on which the decision became final. The decision on this request shall be made by the Management Board. The member concerned may object against the decision before the Assembly within fifteen (15) days of receipt of the decision, and the Assembly shall decide on the objection at its next session.

Any excluded member who has registered repertoire with the OFPS isequally entitled to register phonograms with the Organisation for the purpose of exercising his/her rights, and to participate in the distribution of remuneration collected through the use of phonograms.

Article 15

Deleted.

V. THE BODIES OF THE ORGANISATION

The Bodies and their Powers, Composition, Manner of Election and Dismissal, Term of Office, and Decision-Making Process

Article 16

The Organisation’s bodies shall be:

-Assembly;

-Management Board;

-Supervisory Board;

-Director.

Members of the Organisation elected to its management bodies may delegate their authorised representatives provided that the relevant power of attorney is submitted.

Sessions of the Assembly, the Management Board and the Supervisory Board shall be recorded by the minute taker, and the minutes shall be signed by the Chairperson of the Assembly, the Chairperson of the Management Board or the Chairperson of the Supervisory Board, as applicable,and posted within eight (8) days of the session to the OFPS website for any remarks to be submitted by postal mail, electronic mail of fax within fifteen (15) days of the day of their posting on the website. All remarks regarding the minutes shall be acknowledged at the next session of the Assembly, the Management Board or the Supervisory Board.

The Assembly

Article 17

The Assembly is the highest body of the Organisation.

The Assembly shall be composed of all the members of the Organisation, and they shall participate in the activities of the Assembly through the Annual Meeting of the Assembly, for organisational reasons and reasons of expediency.

The Assembly shall perform the following tasks:

  1. make decisions on the amendments and supplements to the Memorandum of Association;
  2. adopt the Statute and amendments and supplements thereto;
  3. verify and declare the List of three (3) highest ranked members based on their individual share in the distribution of remuneration, in which they participate on the basis of their exclusive ownership of phonograms, as the first three (3) members of the Management Board; directly elect two (2) members of the Management Board, and dismiss the members of the Management Board in accordance with Article 27 of the Statute;control the work of the Management Boardby reviewing its workreports for the previous calendar year;
  4. elect and dismiss members of the Supervisory Board and control the work of this body by reviewing its work reports for the previous calendar year;
  5. establish principles of the Organisation’s work;
  6. determine conditions and guidelines concerning the cooperation and entry into agreements with collective organisations, and grant powers to the Chairperson of the Management Board to enter into agreements with collective organisations, in terms of the provisions of the Law on Copyright and Related Rights;
  7. adopt the Distribution Plan;
  8. adopt the annual statement of accounts of the Organisationfor the previous year, including the annualfinancial statement of the Organisation, the authorised auditor’s report, the report on the work of the Organisation, and the financial plan for the current year;
  9. decide on association with other fellow organisations, membership in other international organisations, and entry into international agreements; confirm and approve agreements entered into in the period between its sessions; elect and dismiss its representatives in similar organisations, associations and companies;
  10. decide on acquisition and disposal of property; decide on the assets in case of dissolution of the Organisation;
  11. decide in the second instance on the terminationof membership in the Organisation;
  12. adopt the Rules of Procedure of the Assembly;
  13. decide on status changes and dissolution of the Organisation, and on other matters as envisaged by this Statute;
  14. elect, based on a proposal of the Director of the Organisation, an independent auditor to prepare the audit report for the previous calendar year.

Article 17a

The composition of the Annual Meeting of the Assembly for the next year shall be determined by the Management Board no later than 25 December of the current year, and published on the Organisation’s website.

In order to participate in the Annual Meeting of the Assembly, a member of the Organisation must cumulatively meet the following two requirements:

* having an average share of 0,10% in the distribution, according to the data from the past four adopted final calculations concerning the repertoire of which the member is the owner (right holder) (if the final calculation for the last of the four years is not completed by 15 October, areasoned calculation for that year shall be taken into account); and

*having at least 100 new domestic (produced in the territory of the Republic of Serbia) phonograms (hereinafter: domestic phonograms) issued in the least 5 years and registered with the OFPS; or having a total of at least 250 issued domestic phonograms registered with the OFPS.

A member of the Organisation who meets the requirement concerning the number of registered phonograms may not become member of the Annual Meeting of the Assembly if such phonograms have been registered jointly with another member of the Annual Meeting of the Assembly, with the minimum ownership proportion of 50%-50%. In that case, it shall be considered that 50% of the phonograms have been registered.

A natural or legal person as the right holder, or a legal person whose member as a natural person is concurrently a member of a management body of another collective organisation in the territory of the Republic of Serbia engaged in the collective management of rights of authors and performers, may not be elected to the Management Board and the Supervisory Board.