Articles of Association and Rules Edition September 2015 Non binding translation. For information purposes only. INDEX Introduction 4 Outline of the Articles of Association and Rules 5 – 9 Buma Articles of Association 10 – 39 Distribution Rules 40 – 46 Appendices to the Distribution Rules 47 – 65 Notes to the Distribution Rules 66 – 86 Exploitation Rules 87 – 91 Notes to the Exploitation Rules 92 – 94 Stemra Articles of Association 95 – 125 Distribution Rules 126 – 133 Appendices to the Distribution Rules 134 – 153 Notes to the Distribution Rules 154 – 173 Exploitation Rules 174 – 181 Notes to the Exploitation Rules 182 – 185 Buma en Stemra Indexation Rules 186 Accreditation rules 187 – 189 Election rules 190 – 201 Rules on dealing with plagiarism disputes 202 – 206 Notes to the rules on dealing with plagiarism disputes 207 Rules of the Disputes Commitee 208 – 212 Notes to the Rules of the Disputes Committee 213 – 218 List of keywords 219 – 228 INTRODUCTION This document contains the Articles of Association and Rules of Buma/Stemra, an organisation which represents the interests of rightholders: composers, lyricists and music publishers. Two organisations Buma/Stemra represents two bodies: Vereniging Buma and Stichting Stemra. Each of these bodies has its own Articles of Association, Rules and Board. They also have separate functions: Vereniging Buma looks after the concerns of rightholders in the field of musical performing rights. Stichting Stemra looks after their interests where mechanical reproduc- tion rights are involved. Buma/Stemra has a single management organisation and, for the sake of efficiency, the Boards of Buma and Stemra meet at the same time. Why have Articles of Association and Rules? You can refer to the Articles of Association and Rules if you have any queries about the ‘small print’ aspect of Buma or Stemra. In the case of Buma/Stemra, for example, there may be concerns about participation, membership and affiliation, distribution (the sharing of monies received by the organisation), procedures and the organisational structure. 04 INTRODUCTION OUTLINE OF THE ARTICLES OF ASSOCIATION AND RULES If you would like to familiarise procedure for appointing members of the yourself with the Articles of Associa- management are explained in Articles 21 tion and Rules but are not sure where to 23. These Articles state, amongst other to begin, we suggest you start by things, that the management recruits staff looking through this introductory and that the members’ meeting appoints guide. It tells you which articles the management on the Board’s recom- contain the information you may be mendation. The members’ meeting is looking for. Still can’t find it? Then described from Article 24: Who may attend browse through the extensive list of the members’ meeting? How often is it keywords at the end of this publication. held? When are its decisions legally binding? What are the voting procedures? Articles of Association of Vereniging Buma To find out more about the financial The Articles of Association of Vereniging year and annual accounts, go to Article Buma begin with the ‘Name, registered 26. Article 27 deals with the nature and office and duration’ of the association content of Exploitation agreements. Article (Article 1). Article 2 contains definitions 28 deals with the committees and Article of terms used elsewhere in the text. The 29 with the rules of the Association. Did aim of Vereniging Buma is to further the you know that these may not contradict interests of music authors and publishers. the Articles of Association? And that they More information about this and about the are drawn up by the Board? Article 30 means employed by Buma to that end contains the conditions and procedures for can be found in Articles 3 to 5. Rules on amending the Articles of Association and membership, e.g. applying for membership, Article 31 the conditions for dissolving the cancellation and conditions are given in Association. If the Association is dissolved, Articles 6 to 12. its affairs must be wound up; for more information, see Article 32. Finally, Articles The Board of the Association is made up 33 to 35 contain various general provisions. of twelve members who are appointed by other members. Rules on elections to the Distribution Rules Board and the Council of Members, its of Vereniging Buma composition, tasks, meetings and remu- The Distribution Rules of Vereniging Buma neration are set out in Articles 13 to 20d. begin with definitions (Article 1). Articles 2 For example, Article 13, Paragraph 6 states and 3 contain a general outline of the how the members themselves can put distribution process and the Rules. Articles forward candidates for membership of 4 and 5 explain the principles of distribution. the Board. The powers of the management, How monies are distributed and how much its relationship with the Board and the money may be generated by the use of a OUTLINE OF THE ARTICLES OF ASSOCIATION AND RULES 05 musical work is described in Articles 6, 7 still not sure about after reading the Rules. and 8. Articles 9 and 10 deal with supple- They can also be used as a supplement to mentary payments, Article 11 with the this introduction – if you would like to basic payment, Article 12 with payments know more about the Rules before reading by Buma and Article 13 with minimum the Rules themselves. The Notes are theref ore payments. Article 18 states when the suitable for anybody requiring a context in rules come into effect. which to approach the legal text of the Rules themselves. The Distribution Rules also contain five appendices. Appendix I, Article 1, lists Exploitation Rules the interested parties in the proceeds of of Vereniging Buma musical works: composers, arrangers, The Exploitation Rules of Vereniging Buma lyricists, adapters, publishers, sub-arrangers, specify how the Association handles the local adapters, sub-publishers and catalogue exploitation and enforcement of the musical representatives, their heirs and other legal performing right (Article 2 and 3). They successors. Articles 2 to 9 describe the also contain information about possible rights of each of these parties in turn. penalties for participants, the annual Appendix II is concerned with the notifica- contribution, distribution and the exploita- tion of works. Go to Appendix III for tion agreement (in Articles 4, 5, 6 and 7 infor mation about the awarding of points respectively). Article 8 deals with the moral for distribution. Appendix IV only applies rights of the author, Article 9 plagiarism to monies received by Buma from before and Article 10 what happens upon the the 2000 financial year. Appendix V gives death of a participant. Article 11 is about detailed information about the distribution the assignment (transfer) of claims. This is keys applied to the received monies. The followed by three Articles concerning the section on Distribution Regulations concludes legal relationship between Buma and the with a transitional arrangement for the participant, special provisions and the Rules. This is mentioned in connection date  on which the rules come into effect. with possible complaints about financial The section concludes with notes to the years prior to 2000. amendments to the Exploitation Rules of 2007. Notes to the Distribution Rules of Vereniging Buma Articles of Association The Notes to the Distribution Rules contain of Stichting Stemra detailed explanations of each individual The Articles of Association of Stichting article and appendix of the rules. They are Stemra have exactly the same structure easy to read and you may consult them, as those of Vereniging Buma. Article 1 for example, if there is anything you are contains information about the name, 06 OUTLINE OF THE ARTICLES OF ASSOCIATION AND RULES registered office and duration of the distribution. Concerning the calculation Foundation, Article 2 the definitions, and distribution of proceeds of each work, Article 3 the aim and means of the go to Articles 6 and 7. Finally, Article 8 is Foundation. Articles 6 to 12 are concerned about basic payments, Article 9 payments, with affiliates, who are the equivalent of Articles 10 to 13 minimum payments and Vereniging Buma’s members. Articles 13 Article 14 the date on which the rules onwards are to do with the Board and come into effect. the Council of Members of Stemra. For example, Article 13, Paragraph 3 explains The Distribution Rules include three how the affiliates themselves can put appendices. Appendix I, Article 1, lists forward candidates for membership of the interested parties in the proceeds the Board. Articles 21 onwards deal with of musical works: composers, arrangers, the management. Articles 24 and 25 lyricists, adapters, publishers, local contain information about the Meeting of adapters, sub-publishers and catalogue Affiliates, the equivalent of the members’ representatives, their heirs and other meeting of Buma. legal successors. Articles 2 to 8 describe the rights of each of these parties in To find out more about the financial year turn. Article 9 mentions the date on and annual accounts, go to Article 26. which Appendix I came into effect. Article 27 deals with Exploitation agree- Appendix II deals with the notification ments, Article 28 deals with committees of works. Appendix III is concerned with and Article 29 deals with the rules of the the distribution of the proceeds of each Association, while Article 30 contains the work and the associated distribution conditions and procedures for amending keys. These are simpler than those of the Articles of Association. Articles 31 Vereniging Buma. and 32 describe what happens when the Foundation is dissolved, such as the winding Notes to the Distribution Rules up of the Foundation’s affairs (Article 32). of Stichting Stemra Finally, Articles 33 to 36 contain various The Notes to the Distribution Rules contain general provisions. detailed explanations of each individual article and appendix of the rules. They are Distribution Rules easy to read and you may consult them, of Stichting Stemra for example, if there is anything you are The Distribution Rules of Stichting Stemra still not sure about after reading the Rules. start with a list of definitions. Articles 2 They can also be used as a supplement and 3 contain general provisions regarding to this introduction – if you would like to the nature of the rules and the distribution. know more about the Rules before reading Article 4 and 5 explain the principles of the Rules themselves. The Notes are theref ore OUTLINE OF THE ARTICLES OF ASSOCIATION AND RULES 07 suitable for anybody requiring a context in Accreditation Rules which to approach the legal text of the The Accreditation Rules state the criteria Rules themselves. that professional associations have to meet in order to nominate candidates for the Exploitation Rules Board and the Council of Members of of Stichting Stemra Buma/Stemra and which criteria they have The Exploitation Rules specify how the to meet in order to be eligible for financial Foundation handles the exploitation and subsidy from Buma/Stemra. enforcement of the mechanical reproduc- tion rights (Article 2 and 3). They also Election Rules contain information about possible These rules deal with the election of penalties for participants, the annual authors to the Board and the Council of contribution, distribution and the exploita- Members . As far as possible and by tion agreement (in Articles 4, 5, 6 and 7 analogy these rules also apply to the respectively). Article 8 deals with the moral election of publishers. The election rules rights of the author, Article 9 plagiarism start with definitions In Article 1.  The and Article 10 what happens upon the election rules describe which procedures death of a participant. Article 11 is about have to be followed when holding elections. the assignment (transfer) of claims. This Articles 4, 5 and 6 therefore state which is followed by an article dealing with the criteria apply for candidates for the Board legal relationship between Stemra and and the Council of Members . The role the participant. Articles 13 to 15 contain and composition of the Benoemings- special provisions and transitional AdviesCommissie (Advisory Appointment provisions. The article after that indicates Committee) (BAC) are also described the date on which the rules come into (Article 7). effect. The section concludes with notes to the Exploitation Rules of 2007. Rules on dealing with plagiarism disputes between participants Indexation Rules of Vereniging of Buma and Stemra Buma and Stichting Stemra These rules begin with definitions, The Indexation Rules are the rules adopted followed by Articles 2 and 3 containing by Vereniging Buma and Stichting Stemra provisions about the Vaste Commissie for adjusting the sums mentioned in the Plagiaat (Permanent Committee on Articles of Association and the Rules. Plagiarism, VCP). Articles 4 and 5 indicate The Rules give the formula used by when somebody may submit a complaint Buma/Stemra and explain how the and how the VCP deals with it. The VCP amounts are rounded. may demand a deposit before dealing with a complaint (Article 6). The procedures 08 OUTLINE OF THE ARTICLES OF ASSOCIATION AND RULES which are followed in dealing with a complaint are described in Articles 7 to 12. Reimbursements for VCP members and deposits declared forfeited are regulated in Articles 13 and 14. The rules also explain about the adjustments made in 2007. Rules of the Disputes Committee For the first time, this edition of the Articles of Association and Rules contains the rules of the Disputes Committee. These explain the scope of the rules, how the committee is composed and appointed, how a meeting proceeds and what are the consequences of the verdicts of the Committee. As well as the Rules them- selves, notes are also provided. These notes reflect the intention of the Rules, but are also an integral part of the Rules. The notes also serve as instructions for applying the Rules. OUTLINE OF THE ARTICLES OF ASSOCIATION AND RULES 09 ARTICLES OF ASSOCIATION OF VERENIGING BUMA Non binding translation. For information with a musical work. purposes only. d. Author: A natural person who is a composer and/or lyricist. ARTICLES OF ASSOCIATION e. Publisher: A one-man business operated by a natural person who performs the commercial function of music publisher. NAME, REGISTERED OFFICE f. Publishing company: A company operated AND DURATION by and/or for the account of several natural persons or by a legal entity, which performs the commercial function of music publisher. Article 1 g. Participant: The interested party with 1. The name of the Association is: respect to the musical performing right Vereniging Buma. who has concluded an exploitation 2. The Association has its registered office agreement with the Association either in Amstelveen. in the capacity of author or his successor 3. The Association has been established for in title, or in the capacity of publisher or an unlimited period of time publishing company. h. Members: Participants and persons registered by publishing companies or by DEFINITIONS companies as mentioned in Article 7a who are admitted as members under these Article 2 Articles of Association for the duration In these Articles of Association the of such membership. following definitions apply: i. Nieuw Geneco: The Nieuw Genootschap a. Musical performing right: The rights and/ van Nederlandse Componisten (New or claims under the law, a convention or a Society of Dutch Composers of Serious statutory regulation to which the author Music), which, by the notarial deed dated or  his successors in title are entitled, July 8, 2014, following the merger with anywhere in the world, with regard to Componisten ’96 (Composers ‘96), is the every publication - with the exception of changed name of the Genootschap van reproductions or the distribution of Nederlandse Componisten (Society of Dutch reproductions - of copyright-protected Composers), founded on February 5, 1911, musical works with or without lyrics, the with registered office in Amsterdam. performance of dramatic-musical works j. Popauteurs.nl: Vereniging Popauteurs.nl, being regarded as equivalent to these if which by the notarial deed dated February rendered without being shown. 14, 2014, is the changed name of the b. Composer: The creator of a musical work. Vereniging van Professionele Auteurs Lichte c. Lyricist: The creator of lyrics associated Muziek (Association of Professional 10 ARTICLES OF ASSOCIATION OF VERENIGING BUMA