Article Two: Purpose, powers, property.
Article Three: Member categories - Eligibility - Duties and rights - Disciplinary measures.
Article Four: Membership of honorary, active and managed members.
Article Five: Members'rights and duties.
Article Six: Termination of membership.
Article Seven: Board of directors - Creation - Powers - Duties.
Article Eight: Chairperson and vice chairperson.
Article Nine: General secretary and deputy secretary-general.
Article Ten: Treasurer and deputy treasurer.
Article Eleven: Social welfare secretary and social welfare deputy.
Article Twelve: Voting members.
Article Thirteen: Supervisory committee.
Article Fourteen: General members meetings.
Article Fifteen: Election process.
Article Sixteen: Termination and winding-up.
Article Seventeen: Special provisions.
Article Eighteen: Temporary provisions.
Section 1- DIRECTORES ARGENTINOS CINEMATOGRÁFICOS (DAC) Asociación General de Directores Autores Cinematográficos y Audiovisuales (General Association of Audiovisual and Film Authors and Directors), is a professional, non-for-profit civil association for management, cooperative, trade unionist and cultural purposes that gathers directors and makers of audiovisual works and films regulated by Law No. 11723 in Argentina. The DAC was created in July 23, 1958 following the merger of SADIR (Sociedad Argentina de Directores Cinematográficos, Argentine Film Directors Society) created on September 17, 1945, and ADP (Agrupación de Directores de Películas, Argentine Film Directors Association) created on March, 1956. DIRECTORES ARGENTINOS CINEMATOGRÁFICOS (DAC) has established its legal address in Buenos Aires City, and it is empowered to act, put up offices or hire representatives within the Argentine Republic and abroad, subject to applicable regulations.
PURPOSE, POWERS, PROPERTY
Section 2- Directores Argentinos Cinematográficos (DAC) shall have the following purposes:
- To represent, protect, manage and safeguard the interests and rights of audiovisual works directors and their assigns, including national and international films, in any format and intended for any purpose, before national or international, public or private persons, companies and organizations; especially to protect the intellectual rights to which audiovisual works directors and their assigns shall be entitled as a result of the public screening, broadcasting, reproduction through any means or procedure, including in formats intended for sale and/or rent, transformation, adaptation, modification and any other use requiring the authorization of the owner, regardless of whether there are economic benefits for third parties or potential damages for the owner;
- to promote the authors’ moral interests and to defend their property interests;
- to demand that the names of the author(s) appear on all works and their relevant advertising upon screening, release, distribution, sale, reproduction in formats intended for sale and/or rent, or any other type of exhibition in cinema, television, cable TV, Internet and/or any other technical means created in the future, including the communication and availability of such works to the public through any wire or wireless means and in such a way that the public may access them from any place and at any time as chosen by them;
- to enhance, promote and disseminate the national filmmaking industry;
- to credit, regulate and defend the profession of audiovisual and film author, director and maker in Argentina and abroad;
- to safeguard the professional rights and interests of its members before public, semi-public agencies and private persons or entities, either individually or collectively; and to represent them in relation to professional, artistic and/or economic matters;
- to demand fair compensation in relation to the intellectual rights of audiovisual and film authors, directors and makers;
- to promote and maintain a spirit of solidarity among its members;
- to consider and attempt to meet the needs and expectations of its professional members;
- to provide for the professional standards that duly safeguard the relevant rights;
- to settle any conflicts among film directors regarding their professional activities and to seek agreement of labor conflicts;
- to create subsidiary branches within the Association to gather medium and short film directors, documentary directors, TV directors and, in general, all directors of film-related and audiovisual media activities;
- to create and maintain healthcare programs and a retirement fund for the benefit of its members;
- to create and maintain a specialized film and book library; to cooperate in the creation of schools and professional training centers; to schedule screenings that are valuable for the film industry; to organize lessons, conferences and exhibitions, and to perform different activities for the benefit of the film industry and its members;
- to draft a professional catalogue, including all directors, authors and makers of feature films and audiovisual works in Argentina;
- to collect the economic copyrights of emerging authors for the use of the works set forth in Section 7 herein, both in the Argentine Republic and abroad;
- to distribute the funds collected among the beneficiaries of copyrights pursuant to the provisions of these bylaws and applicable regulations always abiding by the principle of equity;
- to represent companies that do business abroad pursuant to the international relationships established by the International Confederation of Authors and Composers Societies (CISAC) and any other entities of which it becomes part in the future.
Section 3- The Association shall enjoy the following powers:
- to make requests to national, provincial and municipal authorities;
- to enter into agreements with national or foreign related entities;
- to enter into agreements with other sectors of the film and audiovisual arts industry; to collect the economic copyrights of its members within the Argentine Republic resulting from the use of the audiovisual works, including films and regardless of the means and format in which they are reproduced (i.e. screening, public communication, reproduction in formats intended for sale and/or rent, radio broadcasting, television, cable TV or encoded TV, satellite radio broadcasting, Internet and/or any other technical means created in the future, including the communication and availability of such works to the public through any wire or wireless means and in such a way that the public may access them from any place and at any time as chosen by them);
- to coordinate collection and management procedures with other associations of authors of a different kind, related entities and the National Arts Fund;
- to determine rates pursuant to the exclusive rights acknowledged by Law No. 11723 and Executive Order No. 124/2009 and/or other supplementary provisions or amendments provided for in the future;
- to demand to its members the submission of tax returns and to control the accuracy of the documentation produced, regardless of any further verification required by law;
- to demand that the programming schedules and other documents subject to verification be drafted and delivered;
- to control the users’ income and other elements and methods used to fix prices;
- to demand involvement of judicial, administrative and police authorities to enforce Law No. 11723 and other provisions supplementary thereto or to be passed in the future;
- to assist in the drafting of expert reports and to provide artistic and technical counseling, to answer queries and submit reports related to the audiovisual arts and the film industry and any issues related to them;
- to acquire all kind of property and rights, either for free or for valuable consideration; to accept donations at a cost and acquire real state for no valuable consideration; to sell or pledge such property; to assume obligations; to allocate money for giving loans, grants, aids or prizes. The Association shall also be entitled to enter into any bank transaction in Argentina or abroad and to use any such financial methods as available to it in order to purchase government bonds, treasury bonds or any other similar securities.
- to take part in any civil or criminal judicial proceeding as plaintiff or defendant, or in any other capacity, at any venue or national, provincial or municipal jurisdiction in Argentina or abroad in relation to any matter of its competence, being entitled to file claims and/or criminal actions in Argentina or abroad against anyone who breaches the laws that regulate copyrights and to promote any actions deemed necessary and convenient to defend the Association and/or its members and/or the persons represented by it granting all necessary powers-of-attorney.-
Section 4- The net worth of the Association consists of:
- the assets currently owned by it and any other assets acquired in the future with the Association’s funds, its earnings and interests, or, by any other admissible title pursuant to the provisions herein, as well as any income arising out of these assets;
- the donations, inheritances, bequests and subsidies it might receive;
- the regular and special fees, special fees being contributions, whether voluntary or agreed upon at the Meeting;
- the income earned from artistic shows, performances and festivals, and any other income that might be obtained by any means of similar nature;
- the administrative penalties payable by Users who are reluctant to pay;
- the commissions received in concept of fee for the collection and distribution of sums arising from the intellectual rights granted to authors directors, pursuant to Law 11723, supplementary and related regulations and/or any future regulations that might replace them, as well as International Treaties and Conventions ratified by the Argentine Republic;
- The amounts received by D.A.C. for copyrights that have not been claimed by the copyright holder for a period of two (2) years after being collected by the Association, as well as any other amounts resulting from the failure of members or persons managed by the Association to register works of arts.
Section 5- The social funds, as well as any other income received for any reason, shall be deposited in one or more banks on behalf of the Association and the Chairperson and the Treasurer, or any future substitute as provided for in the bylaws. Beyond the banks, the Association shall have a fund for minor expenses (petty cash).-
MEMBER CATEGORIES – ELIGIBILITY – DUTIES AND RIGHTS – DISCIPLINARY MEASURES
Section 6- The following categories of associates are established:
- Honorary Members are those persons that fell into this category due to the significance of the services provided to the Association or the value of their artistic works. They are appointed by the Members Meeting as recommended by the Board of Directors or, at least, by 20% (twenty percent) of the active members of the Association. The members of this category shall hold an honorific title and enjoy the rights to which they are entitled pursuant to the following provisions.
- Active Members are those who can prove that they made five (5) films pursuant to Section 7, paragraph a) or similar works pursuant to Section 7, paragraphs b) to g) according to the classification appearing in the Internal Regulations, provided that such films or works were released, screened or broadcasted, that the relevant copyrights are managed by the Association and that they have been Managed Members Class A for five (5) years. Active members shall enjoy all of the rights and benefits offered by the Association, they shall have voice and vote at General Members Meetings and may appoint and be appointed for directive positions.
- Managed Members Class A are those members who can prove that they made at least three (3) films pursuant to Section 7, paragraph a) or similar works pursuant to Section 7, paragraphs b) to g) according to the classification appearing in the Internal Regulations, provided that such films or works were released, screened or broadcasted, that the relevant copyrights are managed by the Association and that they have been Managed Members Class B for five (5) years. These members shall have voice and vote at General Members Meetings and may appoint and be appointed for directive positions.
- Managed Members Class B are those physical persons subject to law, as defined in the Civil Code, who agree with the activities and purposes of the Association, abide by their bylaws and submit an application for membership. The Board of Directors may accept the relevant application and the applicant shall undertake to comply with the obligations arising from these bylaws in the capacity of member. Such members shall prove that they made at least one (1) film pursuant to Section 7, paragraph a) or similar works pursuant to Section 7, paragraph b) to g) according to the classification appearing in the Internal Regulations, provided that such films or works were released, screened or broadcasted, that the relevant copyrights are managed by the Association and that the Association has collected at least two payments in relation to such works. Managed Members Class B shall have voice but no vote at General Members Meetings and they shall not be entitled to appoint or be appointed for directive positions.
- Indirect Members are those that are also part of the Association without being directly Members, namely:
- Directors who have not submitted an application for membership or lost such capacity for any reason.
- The assigns of authors, directors and filmmakers.
- The entities engaged in similar activities.
- Foreign entities defending copyrights. The members of this category shall enjoy the rights arising from the management of their works and the economic copyrights, excluding all other rights and obligations of Association Members. In order to calculate the number of films provided for in paragraphs b), c) and d), Film and TV Professional Councils shall be created to assess each work pursuant to the method and procedures set forth in the duly approved Internal Regulations.
- Unionists are those physical persons subject to law who support the purpose of the DAC but are associated to another preexisting entity that manages the copyrights of directors and/or makers of films or audiovisual works. This category shall enjoy the rights arising from trade union actions, excluding all of the rights and obligations provided for in Article Three herein.
The films or audiovisual works of the Director/Author already released or screened before becoming a member of the Association, as well as those that were not managed by the Association, shall not be taken into account for the purpose of this Section.-
Section 7- A los fines de la mejor administración se consideraran obras audiovisuales las siguientes (remite a la ley 11723 art.1):
- Fiction feature films that were duly classified and released as national movies in movie theaters that issue “official tickets” (Boleto Oficial Cinematográfico, BOC) or use any other similar system that may replace the current one in the future;
- Documentary feature films released and screened for at least one week at movie theaters that issue official tickets or use any other similar system that may replace the current one in the future;
- Medium and short films released at movie theaters that issue official tickets or use any other similar system that may replace the current one in the future;
- Long, medium or short fiction TV shows or documentaries released in video or TV;
- Weekly series, miniseries and/or daily series released in TV;
- Any other audiovisual work produced and screened through any other means available at present or to be created in the future.
Each audiovisual work shall have a score to be defined by the Internal Regulations and approved by an Extraordinary General Members Meeting called for such purpose. Audiovisual pieces –such as pieces or news and information about national or international current affairs; interviews on any topic, event, act or ceremony the purpose of which is mainly informative; all types of critiques; all interviews, surveys and discussions, whether improvised or not; retransmission of sport matches or, in general, of any public act; all kind of presentations in person or through voiceover at any space; contests, competitions, raffles, and the like; informative slots detailing TV programming; lectures, talks and comments regarding any topics, and any other spaces of a similar nature or type– shall not be deemed as audiovisual works and their makers shall not be deemed as directors/ authors, and they shall not be managed by the Association.
MEMBERSHIP OF HONORARY, ACTIVE AND MANAGED MEMBERS
Section 8- Honorary Members: their appointment shall be recommended by the members to the Board of Directors and/or by the Board and shall be submitted for consideration of the Members Meeting.
Section 9 The application for membership shall be submitted in writing to the Board of Directors and shall contain the following:
- Full name and artistic name, if any;
- Real address, personal identity document and evidence of the applicant’s eligibility pursuant to the previous Section;
- Express commitment to abide by the regulations of the Association;
- Information about the applicant’s released or unreleased works;
- Payment of the fee determined by the Board of Directors;
- Statement under oath that they are not members of a foreign entity that collectively manages the intellectual rights of filmmakers and authors of audiovisual works.
Section 10 The following requirements and conditions shall be met to become an Active Member:
- Having made in Argentina five (5) or more films (pursuant to Section 7, paragraph a) or similar works according to the Internal Regulations;
- Showing highly satisfactory personal behavior and professional conditions;
- Applying to become a member of this category;
- Complying with the requirements set forth in Section 6, paragraph b) herein.
Section 10º bis- Para ser socio Administrado “A”, son necesarios los siguientes requisitos y condiciones:
- Having made in Argentina at least three (3) films (pursuant to Section 7, paragraph a) or similar works according to the Internal Regulations;
- Showing highly satisfactory personal behavior and professional conditions;
- Applying to become a member of this category;
- Complying with the requirements set forth in Section 6, paragraph c) herein.-
Section 11- The following requirements and conditions shall be met to become a Managed Member Class B:
- Submitting an application addressed to the Board of Directors with the full name, age, nationality, artistic name or alias, identity document number and address of the applicant;
- Having made in Argentina at least one (1) film (pursuant to Section 7, paragraph a) or similar works according to the Internal Regulations and having received at least two payments in relation to the copyrights corresponding to the works managed by the Association;
- If applicable, submitting any agreement duly entered into with a Producer, which shall abide by applicable regulations;
- Showing highly satisfactory personal behavior and professional conditions;
- Paying the admission fee;
- Expressing the will to abide by the regulations of the Association and any future applicable regulations;
- Being Argentinean or showing proof that they have lived in Argentina for, at east, three months each year within the five (5) years immediately before the application was filed. For such purpose, any temporary absence shall not exceed three (3) months. This requirement shall be left without effect when the applicant is forced to reside in Argentina for discrimination reasons pursuant to our laws; No se requerirá el cumplimiento del requisito de antigüedad cuando el peticionante se encontrare residiendo en el país forzado por causales de discriminación fulminadas por nuestra ley en el país;
- Being accepted by the Board of Directors as recommended by the General Members Meeting.
MEMBERS’ RIGHTS AND DUTIES
Section 12- Subject to the restrictions set forth in Articles Three and Four herein, there follow the rights of the Members:
- To vote and be voted for directive positions in the Association pursuant to the provisions herein;
- To attend the General Members Meetings and meetings of the Board of Directors, express their opinions and cast their votes, provided that they are entitled to do so pursuant to the provisions herein;
- To have their legitimate rights and interest safeguarded by the Association;
- To use the services offered by the Association to achieve their goals, pursuant to internal regulations and according to the categories decided by them;
- To receive the general benefits granted by the Association, regardless of their nature, pursuant to internal regulations and according to the categories decided by them;
- Any other right arising from the performance of their purposes.
Section 13- The members shall have the following duties:
- To be familiar with and abide by these bylaws, the regulations of the Association and any resolutions passed pursuant to the bylaws by the Members Meetings and the Board of Directors;
- To show at all times comradeship and professional solidarity to all Association members;
- To pay the regulatory fees on a timely manner, regardless of whether they are ordinary or extraordinary fees;
- To comply with the obligations related to the positions to which they were appointed by the Association;
- To honor the commitments made in relation to their profession, acting in good faith and keeping their personal and professional reputation before the other members;
- To accept the Association’s involvement in any settlement before seeking any other remedy that may result in a labor conflict, and to adopt a fair behavior in all professional relationships with other members, always submitting themselves to the competent bodies of the Association in case of dispute;
- To attend and comply with all selection-related acts, as well as attending to any other acts to which they are convened;
- To foster the freedom of expression, as well as the defense and compliance with the guarantees set forth in the National Constitution and the Human Rights Covenants.-
Section 14- The condition of Member (pursuant to Section 6, paragraphs B C D and E), entails delegation of the following powers exclusively to the Association:
- Collecting and fixing the fees pursuant to Resolution No. 61/2010 issued by the Cabinet Office of Ministers in Argentina or abroad for any intended use of their works in relation to their legitimate direction rights;
- Setting forth the conditions of use and the relevant fees;
- Collecting the amounts payable by way of rights in relation to the works performed. Such condition also entails the granting on behalf of the Association, without any further legal formalities, of a special and irrevocable power-of-attorney so that the Association defends their economic copyrights as authors, assigns or indirect members and files all actions resulting from the enforcement of Law No. 11723, as amended and modified in the future, without limitation to the foregoing. No member shall be entitled to assign or sell, either in whole or in part, their intellectual rights as director, maker or author of the works managed by the Association.-
- Honorary m}Members shall be entitled to all of the rights granted hereunder according to their relevant categories pursuant to the provisions hereto. Honorary members shall account for, at most, 20% of all members.-
- Managed Members Class A shall have all the rights and duties provided for hereunder. The membership and social security benefits available to them shall be set forth in the Internal Regulations.-
- Managed Members Class B shall have all the rights and duties provided for hereunder. The membership and social security benefits available to them shall be set forth in the Internal Regulations.-
TERMINATION OF MEMBERSHIP
Section 16- Membership shall be terminated in the event of death, resignation or dismissal. Payments shall be up-to-date for this purpose. The following events constitute grounds for dismissal:
- Failure to comply with the obligations assumed pursuant to these bylaws or the regulations;
- Deliberately impairing the members’ labor as a director or filmmaker; causing serious disturbance within the Association and/or adopting a behavior that is detrimental to social interests;
- Having been dishonest or having deceived or attempted to deceive the Association for their own benefit;
- Dismissals shall be decided by the Board of Directors with the vote of 2/3 of the members present at the relevant meeting. Such decisions may be challenged before the Members Meeting within fifteen days upon receipt of the notification of dismissal. Such Meeting shall make the final decision with the majority of the votes of those present and entitled to vote. In addition, the Board of Directors may punish the members with warnings and suspensions, if applicable, which shall not impair their right to collect the yields resulting from their labor as directors, except when the abovementioned punishment is preventive and results from a potential act against the Association’s property.-
BOARD OF DIRECTORS – CREATION – POWERS - DUTIES
Section 17- The Board of Directors shall represent and govern the Association. It shall consist of twelve regular and four alternate members: Chairperson, Vice Chairperson, General Secretary, Deputy Secretary-General, Treasurer, Deputy Treasurer, Social Welfare Secretary, Social Welfare Deputy Secretary, four regular Voting Members and four alternate Voting Members. Only Active Members that have been working as film directors for over ten years shall be eligible for the position of Chairperson and Vice Chairperson. The members appointed to the other directive positions shall be required to have, at least, six years of practice in the abovementioned activity. The different member categories shall be represented in the Board of Directors proportionately. Seventy-five percent (75%) of the positions shall be covered by members of the category defined in paragraph b), whereas twenty-five (25%) of the positions shall be covered by the members of the category of Section 5, paragraph c).
Section 18- All of the members of the Board of Directors shall be appointed at the “Ordinary General Members Meeting called for Election Purposes” and they shall be reelected provided that they comply with the requirements set forth herein. The Board of Directors shall remain in office for four (4) years.
Section 19- In the event of death, resignation, unjustified absence for more than four months or any other event due to which the holder of a position cannot fulfill their duties, and if it is deemed necessary by the Board of Directors, the Board shall appoint another member who is qualified pursuant to the provisions herein as a substitute until the absent member is able to return to office or else, until the final replacement is decided. In the event of absence of the Chairperson and Vice Chairperson, the General Secretary shall call for an Extraordinary General Members Meeting within fifteen days to appoint a new Chairperson and Vice Chairperson, who shall hold office, such as any other replacement of a member of the Board, until the term of office of the whole Board of Directors ends. If the whole Board of Directors or eight of its members resign collectively, they shall remain in office until an Extraordinary General Members Meeting meets within twenty days after such resignation to address this issue. If the abovementioned resignation is accepted, the Extraordinary General Members Meeting shall become an Ordinary General Members Meeting called for Election Purposes to appoint the members to replace those who resigned. The members appointed at such Meeting shall hold office until termination of the term of office of the members who resigned pursuant to the bylaws. If the Chairperson and Vice Chairperson or the General Secretary and Deputy Secretary-General or the Treasurer and Deputy Treasurer or the Social Welfare Secretary and the Social Welfare Deputy Secretary submit their temporary resignation, the Board of Directors shall appoint temporary substitutes. Such appointment shall be made by simple majority. Under no circumstances an absence due to or connected with labor reasons shall be deemed as unjustified, provided that the Board of Directors has been notified thereof at least five (5) days in advance, except if is not possible to serve such advance notice.
Art. 20- The Board of Directors shall meet upon request of the Chairperson at least twice a month at an ordinary meeting, and as requested by the Chairperson or half of the members of the Board plus one at an extraordinary meeting. All of the members of the Board shall attend its meetings, share their knowledge about the topics discussed thereat and cast their vote to make decisions. The resolutions of the Board of Directors shall be passed by simple majority, except pursuant to paragraph d) of Section 16, the Chairperson or Vice Chairperson being entitled to cast two votes in case of tie. There shall be a quorum with the presence of seven regular members, one of whom shall be the Chairperson or Vice Chairperson. The members of the Association may attend the meetings of the Board at which they shall have voice but no vote. Any regular members of the Board that miss eight meetings in a row or twenty alternate meetings without cause may be removed from their offices by the Board of Directors pursuant to the same procedure provided for in Section 16 herein. The Board of Directors shall keep a Minutes Book where all discussions and resolutions shall be recorded and executed by the Chairperson and General Secretary. In the absence of the Chairperson they shall be signed by the Vice Chairperson, and in the absence of the General Secretary they shall be signed by the Deputy Secretary-General. Meetings shall be convened by letter, notification or email with acknowledgement of receipt at least five days before the date of the meeting.-
Art. 21- The Board of Directors shall have the following duties and powers:
- To manage individual and collective rights and interests arising from the intellectual property rights of all members pursuant to Law No. 11723, as amended and/or supplemented o else, replaced in the future, reciprocity agreements, management agreements and international covenants.
- To organize the Association’s activities based on the guidelines provided for by the Ordinary General Members Meeting, drafting and executing agreements and taking any such actions as deemed necessary for the benefit of the Association.
- To abide by and enforce these bylaws, the Internal Regulations and professional standards, being entitled to interpret the foregoing in the event of doubt; provided, however, the Members Meeting is notified of such interpretation at the first meeting held thereafter. In addition, the Board shall also enforce the resolutions passed by it and said Members Meeting.
- To agree on the decisions and actions required to defend and regulate the profession.
- To call meetings and agree on the agenda to be discussed.
- To manage the Association appointing, promoting or dismissing the necessary administrative personnel to meet the Association’s needs.
- To keep the relevant accounting books and submit the Annual Report, General Balance Sheet, Inventory and Expense and Income Account to the Ordinary General Members Meeting.
- To decide on the termination of membership pursuant to Article Six herein.
- To decide on the eligibility of potential members pursuant to the provisions herein and, if they are eligible, to submit their applications to the Members Meeting for its approval or rejection.
- To address the claims filed by the members.
- To provide for the necessary regulations to meet the Association’s purposes set forth in Article Two, Section 2, which shall be approved by the Members Meeting.
- To appoint as many permanent or temporary sub-commissions as those deemed necessary to deal with general or specific matters. Such sub-commissions shall be terminated upon expiration of the term of office of the Board of Directors that appointed them.
- To create as many Professional Councils as deemed necessary and to determine their composition and purpose, to appoint a Coordinator and to draft their internal regulations and fix their effective term.
- To appoint a Professional Ethics Council to deal with all related matters submitted for consideration by the Board of Directors or the members of the Association. The only members who shall be exempt from being part of such Council are those that are not regulated by laws. The decisions made by the Professional Ethics Council may be challenged before the first Members Meeting that is held after such decision, which shall be revoked or modified only with the majority vote of 2/3 of the attendants who represent, at least, a third of all members entitled to vote.
- To appoint representatives and delegates of the Association before public, semi-public and private national and international institutions, and to appoint juries, advisors, etc. Such appointments shall expire upon termination of the term of office of the Board, unless they are reconfirmed by the new Board.
- To fix the date for elections, draft the list of candidates and appoint an Electoral Board consisting of three (3) regular members and three (3) alternate members to supervise the process, which shall be elected at an Extraordinary Assembly.
CHAIRPERSON AND VICE CHAIRPERSON
Section 22- The Chairperson of the Association, and the Vice Chairperson in the event of absence, impossibility or delegation of the former, shall have the following duties and powers:
- To be the highest authority and assume liability for the direction of the Association;
- To enforce discipline and safeguard the unity of its members to achieve their social and professional goals;
- To represent the Association and sign and have signed all the resolutions passed by the Board of Directors and the Members Meetings;
- To call and preside over the Members Meetings, coordinate the discussions and exercise the right to cast double vote in case of tie. Likewise, they shall call and preside over Board Meetings casting double vote in case of tie;
- To execute, together with the General Secretary or the Deputy Secretary-General in the event of temporary absence or impossibility of the former, the minutes of the Members Meetings and the Board of Directors, and any other public or private documents or correspondence delivered by the Association;
- To oversight the correct performance and management of the Association by complying with and enforcing the Bylaws, the Internal Regulations, professional standards and the resolutions passed by the Members Meetings and the Board of Directors;
- To sign all banking document provided for herein;
- To report all acts or transactions entered into by the Board of Directors;
- To preside over any of the sub-commissions created, as deemed convenient by them.
Section 23- The Vice Chairperson shall be the second authority at the Board of Directors and shall perform all functions attributable to the Chairperson in case of absence, leave or delegation of the former, or else if such position is left vacant.
Section 24- The eligibility requirements to become Chairperson or Vice Chairperson shall be those set forth for Active Members, having been a member of the Association for ten years or more and having made at least five (5) fiction feature films duly classified and released as national movies in movie theaters that issue an official ticket (BOC as per its Spanish acronym) or that have any other control system in place as may replace BOC in the future. Other works detailed in the Internal Regulations shall not be considered for this purpose.
GENERAL SECRETARY AND DEPUTY SECRETARY-GENERAL
Section 25The General Secretary of the Association, and the Deputy Secretary-General in the event of absence, impossibility or delegation of the former, shall have the following duties and powers:
- To attend the Members Meetings and the meetings of the Board of Directors, draft the minutes to be recorded in the relevant books and to execute them together with the Chairperson;
- To execute the documents of the Association together with the Chairperson, and by him/herself other necessary documents to fulfill certain formalities;
- To perform all transactions related to calling Members Meetings and the meetings of the Board of Directors, and to enforce the resolutions passed thereat drafting all related notifications and communications;
- To control the book of members together with the Treasurer, and by him/herself the book of signatures and attendance at Members Meetings and the meetings of the Board of Directors;
- To keep the correspondence up to date; to draft annual reports; to control the performance of archives, statistics, issues and claims filed; and to oversee the relationship between the Association and its members and third parties ensuring compliance with the standards of the Association and the agreements entered into with other national and international entities.
Section 26- The General Secretary, or the Deputy Secretary-General in the event of absence or impossibility of the former, shall act as Secretary of Minutes at Members Meetings and the minutes of the Board of Directors
TREASURER AND DEPUTY TREASURER
Section 27- The Treasurer of the Association, and the Deputy Treasurer in the event of temporary absence, impossibility or delegation of the former, shall have the following duties and powers:
- To attend Members Meetings and the meetings of the Board of Directors;
- To control, together with the General Secretary, the Book of Members;
- To control the accounting books and the collection of installments and payments related to credits;
- To submit a monthly balance sheet to the Board of Directors and to draft the balance sheet, income statement and the inventory to be approved on an annual basis by the Board of Directors for submission before the Ordinary General Members Meeting;
- To control the administrative personnel and check on their efficiency and discipline, and to recommend the best practices and measures to improve discipline to the Board of Directors;
- To execute together with the Chairperson, or any other authority duly authorized by the bylaws, checks and other banking documents;
- To control the funds of the petty cash for minor expenses;
- Whenever possible, the Association shall make the payments in checks.
SOCIAL WELFARE SECRETARY AND SOCIAL WELFARE DEPUTY SECRETARY
Section 28- The Social Welfare Secretary, and the Social Welfare Deputy Secretary in the event of absence or impossibility of the former, shall have the following duties and powers:
- To preside over the Social Welfare Council pursuant to the Internal Regulations;
- To offer social security, retirement and other benefits, and to manage and control other social services provided by the Association;
- To maintain relationships with other entities with similar purposes and to ensure that the beneficiaries receive adequate services, and to manage the activities performed with cooperatives and similar entities.
Section 28 bis- Every year, the Social Welfare Secretary shall submit for consideration of the Board of Directors within thirty days after the closing date of the fiscal year a budget for medical assistance, retirement pension and subsidies. The Board shall determine the percentage to be allocated for such purpose based on the income received from administrative fees. If the percentages allocated are not enough, the Board may allocate to the Social Welfare Office the necessary amount resulting from the surplus of the previous fiscal year, if any.
DE LOS VOCALES
Section 29- The Voting Members shall have the following duties and powers:
- To attend the Members Meetings and the meetings of the Board of Directors;
- To play the roles and perform the tasks entrusted to them by the Board of Directors;
- To act as Secretaries of Minutes if the General Secretary of Deputy Secretary-General are absent;
- To report the labor performed by the sub-commissions to the Board of Directors. The alternate Voting Members shall replace the regular Voting Members if their positions are left vacant or if they are absent.
Section 30- The Supervisory Committee shall consist of three (3) members who shall act in the capacity of Chairperson, Secretary and Regular Voting Member, and other two (first and second) alternate members. They shall be elected pursuant to the process set forth in Article Fifteen herein. Both regular and alternate members may be reelected. The Supervisory Committee shall hold ordinary meetings every month and extraordinary meetings upon request of the Chairperson of the Board of Directors or any of its members, in which case such meeting shall be held within three days after the request was notified. There shall be a quorum with the presence of two members, including the Chairperson, and resolutions shall be passed by majority voting of present members. In the event of tie, the Chairperson shall be entitled to cast two votes. The Committee shall keep a Minutes Book where its discussions shall be recorded.
Section 31- The Supervisory Committee shall have the following duties and powers:
- To examine the books and documents of the Association every three months, at least.
- To attend the Board Meetings when deemed convenient;
- To oversee how funds are managed by the Association, its members and personnel by checking the balance of cash and all kind of securities;
- To verify compliance with the laws, statutes and regulations, especially anything related to the rights and requirements to become eligible to certain benefits;
- To issue an opinion regarding the Annual Report, Balance Sheet, Expense and Income Account and the resources submitted to the Board of Directors;
- To call the Ordinary General Members Meeting upon failure to do so by the Board pursuant to the terms set for the herein;
- To request the call for Extraordinary General Members Meeting when deemed necessary notifying the Superintendency of Corporations about the reasons for such call in the event that the Board refuses to make it;
- To oversee the winding up of the Association. Notwithstanding its powers, this Committee shall perform the tasks entrusted to it with utmost care so as not to hinder, or minimize any obstruction to, the activities of the Board of Directors and the general management of the Association.
GENERAL MEMBERS MEETINGS
Section 32- The General Member Meetings may be “Ordinary” or “Extraordinary”. There shall also be “Ordinary General Members Meeting called for Election Purposes”, the procedure and purpose of which are described below.
Section 33- The Members Meetings shall be attended by all members entitled to attend to them and they shall be presided over by the Chairperson of the Board or the Vice Chairperson in the event of absence of the former. The Association shall be managed through them.
Section 34- The Members Meetings shall be entrusted with the following:
- Setting the guidelines to ensure that the Association makes progress towards its purposes;
- Approving or disapproving the performance of the Board of Directors, as well as the report of activities to be submitted by it on an annual basis;
- Determining the financial status of the Association and approving its budgets, balance sheets and accounting books;
- Determining the amount and type of economic contributions required for the maintenance and operation of the Association;
- Electing and appointing members to the positions that are not regulated by the provisions herein;
- Agreeing on the inclusion of new services or the removal or modification of any of the existing ones;
- Acknowledging and deciding on all of the proposals made by the Board of Directors or any member of the Association as submitted for consideration
Section 35- The Members Meetings shall follow the previously agreed-upon Agenda. Their discussions shall be approved by the Chairperson who shall preside over the meeting allowing the time for each intervention and coordinating the turns to speak as deemed convenient, and submit the topic discussed to voting, if necessary, or suspend it and leave the discussion for another Members Meeting.
Section 36- The Members Meetings shall be called through notices served to the members’ domiciles at least twenty days in advance, and they shall be published as required by applicable regulations. Such notice shall be served together with the Agenda. For Ordinary General Members Meetings, a copy of the Annual Report, Balance Sheet, Inventory and Expense and Income Account shall also be attached. If an amendment to the Bylaws, Regulations or Professional Standards is to be discussed at any Members Meeting, a copy of such amendment project shall be submitted to the members at least twenty days in advance to the meeting.
Section 37- All Members Meetings shall be held at the time of the first call with the presence of half of the members entitled to vote plus one. If a quorum is not present, the meeting shall be held at second call thirty minutes later regardless of the number of attendants. Attendance shall be recorded through signatures in a book or registry kept by the General Secretary.
Section 38- Resolutions shall be passed with the approval of the majority (i.e., half of the present members plus one) and two thirds of the present members if such resolutions are related to amendments of the Bylaws or the purchase or sale of a property, or the constitution of rights over it.
Section 39- Voting by proxy shall not be allowed, except for the exception provided for in the Article below regarding Elections. No member shall have more than one vote, except for the Chairperson in case of tie or in a specific case provided for hereinbelow. The members shall not be entitled to vote on the approval or disapproval of their own performance. If the topic submitted to voting is the performance of the Board of Directors or the Chairperson, it shall be decided by majority vote of Active Members present at the Meeting who are not part of the Board. In the event of tie, the most senior Active Member shall be entitled to cast two votes. Any member who has not paid the membership fee for over three months shall not be entitled to vote.
Section 40- When a Meeting is called, a list of the members entitled to take part thereat is created. Such list shall be exhibited at the premises of the Association at least ten days in advance to the date of the Meeting, and any objection to it may be submitted up to three days before the date of the Meeting. Any such objection shall be settled within two (2) days as from the date on which they were filed.
ORDINARY GENERAL MEMBERS MEETINGS
Section 41- The Ordinary General Members Meetings shall be held on an annual basis within 120 days after the end of the fiscal year of the Association. The fiscal year shall end on June 30 every year. The following topics shall be discussed at Ordinary General Members Meetings:
- Setting forth the guidelines to govern the activities performed by the Association;
- Considering and approving or disapproving the Annual Report, Balance Sheet, Inventory and Expense and Income Account;
- Determining, ratifying or modifying the regular fees, or any other type of fees, payable by the member, as well as membership fees, all of which may be modified only by approval of the Members Meeting;
- Approving or disapproving the performance of the Board of Directors;
- Transacting any business mentioned in the Agenda;
- Appointing two members to sign the minutes of the Meeting together with the Chairperson and the General Secretary.
EXTRAORDINARY GENERAL MEMBERS MEETINGS
Section 42- Extraordinary General Members Meetings shall be called by the Board of Directors whenever deemed convenient by it, or as requested by 30% (thirty percent) of all members entitled to vote, in which case the Meeting shall be called within twenty days after the request was made.
Section 43- At Extraordinary General Members Meetings only the items of the Agenda attached to the call for the meeting shall be discussed. Said items shall only refer to significant issues that affect the Association’s performance, the amendment of the bylaws, the approval or modification of the regulations, professional standards, covenants or understandings, agreements, new membership, appeals and objections to resolutions passed.
Section 44- The Board of Directors shall make the call for elections and fix the date for the election process to be held, at least, thirty (30) days in advance to the date on which the previous terms of office expire.
Section 45- The call notice shall be served, at least, sixty (60) days in advance to the date on which elections are to be held. Such notice shall detail the vacant positions, the date, place and time of the election process. Any such details appearing in the relevant notice shall not be modified.
Section 46- The Electoral Board shall ask the Board of Directors for a list with enough data of all members in alphabetical order containing their identity document number, file number and seniority.
Section 47- The Electoral Board and the official candidate lists shall be made available to the members at the premises of the Association at least 10 days before the election date. Such candidate lists shall be become official pursuant to the following regulations:
- They shall be submitted to the Electoral Board within fifteen (15) days after the call notice is served;
- Such candidate lists shall contain the candidates’ signature and the appointment of one or more attorneys-in-fact;
- The Electoral Board shall acknowledge receipt of such request;
- The Electoral Board shall issue a justified resolution within 48 hours upon submission of the lists. If any of the procedures of the election process or the official lists or the groups involved or candidates are objected to, the Electoral Board shall issue a response within five days upon receipt of the relevant objection.
Section 48- After submission of the lists, they shall be identified by color. If there are two or more lists that intend to use the same color, the disputed color shall be allocated to the list that used it at the previous election. If this is not possible, a raffle shall be made and the loser shall choose another color within twenty four hours, under penalty of the color being directly chosen by the Electoral Board.
Section 49- Elections shall be held during one day through direct and secret voting of the members. Such date shall be fixed at least thirty (30) days before the positions to be fulfilled are left vacant due to the expiration of the relevant term of office. The purpose of fixing a date and place to vote is to allow the maximum number of members to vote. Each ballot box shall be placed in a room with enough ballots of each official candidates list so that the members can use any of them.
Section 50- Members that are not present at the election process may vote from a distance if so authorized by the Electoral Board through the relevant regulations. For such purpose, it shall be ensured that the vote is secret and abides by the provisions herein, and that it is sent, received and validated by the Electoral Board in due time, regardless of whether it was sent by letter, fax or email.
Section 51- The Electoral Board shall appoint one chairperson and vice chairperson per table. Such position cannot be held by anyone who is a candidate or attorney-in-fact of them. In turn, the lists may appoint officers to verify the election process and make any remarks that they deem necessary, which shall be submitted to the consideration of the Electoral Board. In order to vote, each member shall show their identity documents and sign a spreadsheet.
Section 52- Opening and closing minutes shall be drafted in forms delivered for such purpose by the Electoral Board to each ballot table.
Section 53- After the election process, the votes shall be provisionally scrutinized and minutes containing the outcomes shall be drafted and signed by the chairperson and relevant officers.
Section 54- The ballot box and all of the relevant documentation, including the ballots, envelopes, voting lists and other documents used, shall be submitted to the Electoral Board duly closed with a seal and the signature of the chairperson of the table. Such Board shall perform the final scrutiny of the votes after receiving all the material and draft the relevant minutes announcing the winning list and the chosen candidates. All claims, objections and/or remarks made during the election process shall be filed in writing with the Electoral Board, who will have the final say. The winning list shall be the one with the majority of valid votes.
Section 55- If there is only one list, the candidates shall be directly announced at the election process without need to vote.
EFFECTIVE TERM OF THE ASSOCIATION:
The Association shall not have an expiration date. It may be dissolved only if so decided at an Extraordinary General Members Meeting called for that purpose pursuant to the provisions regarding termination.
TERMINATION AND WINDING-UP
Section 56- The Association shall not be terminated provided that there are enough members to cover the positions required for the Association to fulfill its duties, and that they undertake to work for that purpose. If the Association is terminated, the same Members Meeting that decided such termination shall appoint the liquidators, who may be the Board of Directors or any of the Active Members. The Treasurer shall be in charge of overseeing the full winding-up process. After paying any debts, the remaining assets shall be transferred within sixty days to the Obra Social del Personal de la Industria Cinematográfica -OSPIC- (Healthcare insurance for the film industry).
Section 57- The Association shall make no religious, political, racial or social statements, and it shall not express any idea against the wording or the spirit of the Argentine Constitution. The Association shall support democracy and freedom to work in any aspect of the film industry. Notwithstanding the foregoing, each member shall have freedom to express his or her own religious, political, social and moral ideas within the Association without being censored by its authorities or other members, except for the relevant critiques, and without being subject to civil and/or criminal actions if such legal actions could impair the good reputation of any person.
ONE: If at the next elections there are not enough Managed Members Class A, in order to submit the lists of candidates for the Board of Directors with the percentages provided for herein, all of the members that were classified as Managed Members Class B pursuant to the minutes dated February 22, 2010 and issued by the Council for Film Professionals (Consejo Profesional de Cine) shall be allowed to vote and be voted –as an exception and only in such case- as candidates accounting for the twenty-five percent provided for in Section 17 for Managed Members Class A.
TWO Unionist members that as of December 7, 2011 are members of a preexisting foreign association similar to DAC shall have a six-month term, upon approval of the Superintendency of Corporations, to decide whether they want their works to be managed by this Association or any other similar foreign association. Should they opt to have their works managed by DAC, they shall recover their previous category. Upon elapsing of the abovementioned term, if they keep their relationship to the other foreign association, they shall fall within the category “Unionist” in DAC.
THREE The seniority required pursuant to Section 6, paragraphs b) and c) shall not apply to those who are Managed Members Class A or Managed Members Class B, respectively, on the date of the Members Meeting held on December 5, 2012.
Approved by the Extraordinary General Members Meeting held on December 5, 2012
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