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Statutes – Article 17 – Board of directors

17.1 – Membership

The Board of Directors shall have a maximum of twenty-four members, who are natural persons, holding seats reserved as follows:

  • Drama performers: 11
  • Variety, jazz and contemporary music performers: 8
  • Opera singers: 2
  • Classical musicians and/or conductors: 2
  • Choreographic performers: 1

The reserved seats are valued according to the activity carried out primarily by performer on the date of submission of their application.

17.2 – Election

The Board of Directors is elected by the General Assembly, in accordance with the procedures defined in article 2.1 of the General Regulation, taking into account the reserved seats as mentioned in article 17.1 of the Statutes.

Candidates for election to the Board of Directors must have been associates of the society for at least one year on the date of the call for applications.

Once the results of the elections have been announced, the Managing Director shall convene, within a period not to exceed one month, the newly elected members and the members in office to proceed with the elections referred to in point 5 of Article 17.4 of the Statutes.

17.3 – Duration of office

The members of the Board of Directors are elected for three years. One third of its members shall be renewed each year.

Elected members may be re-elected. However, they are subject to a one-year ineligibility period each time they have served three consecutive terms.

The Board of Directors shall be composed of a maximum of one third of members who are 70 years of age or older at the date of the call for candidates. This limitation is assessed taking into account the reserved seats, and is distributed as follows

  • Drama performers: a maximum of 3 members age 70 or over;
  • Variety, jazz and contemporary music performers: a maximum of 3 members age 70 or over;
  • Opera singers and classical musicians and/or conductors: a maximum of 1 member age 70 or over;
  • Choreographic performers: maximum 1 member age 70 or over.

The duration of office is assessed on the basis of the announcement of the results of the elections at the end of the Ordinary General Assembly during which the duration of office must again be put to the vote of the associates.

The members of the Board of Directors may be dismissed by the General Assembly in accordance with the procedures defined in Article 3 of the General Regulation.

In the event of the death, resignation, dismissal or incompatibility during the term of office of one or more directors, the Managing Director shall call on the associate(s) having received the greatest number of votes in the last election for the same reserved seat as the defaulting director(s). In the event of a tie, the winner will be drawn by lot.

The new directors thus appointed shall remain in office until the expiry of the term of office of those whom they replace and may themselves be replaced under the conditions mentioned in the preceding paragraphs.

17.4 – Powers

Subject to the powers vested in the General Assembly or the Supervisory Board and the Managing Director ’s corporate office, the Board of Directors represents the associates and administers the society.

17.4.1 – Activity of the society

– It decides on the society’s overall strategy implemented by the Managing Director

– It directs and monitors the actions of the Managing Director, who regularly reports to it on his activities and management of the society in accordance with the strategy;

– It shall monitor any administrative act and decide on any act of disposal, free of charge or for consideration, in terms of movable property and decide on any administrative act in terms of real estate;

– It defines the admission procedures in accordance with the Statutes and the General Regulation and determines the amount of any administrative costs related thereto;

– It determines the services offered by the society;

– It decides on the granting by the society of operating licences for artistic performances and sets the corresponding rates;

– Proposes and submits for approval by the General Assembly merger or alliance operations, the creation of subsidiaries and branches, and the acquisition of other entities, shareholdings or rights in other entities;

– It proposes to the Supervisory Board, then submits to the approval of the General Assembly in the event of an unfavourable vote by the Supervisory Board:

  • The risk management policy;
  • Any acquisition, sale or mortgage on buildings;
  • Borrowing, lending or providing loan guarantees.

– It presents proposals to amend the Statutes to the Extraordinary General Assembly.

17.4.2 – Finances of the society

– It approves the annual financial statements and the annual transparency report, in accordance with Articles L.326-1 and R.321-14 of the French Intellectual Property Code, which are subject to approval by the Annual General Assembly;

– It decides on the disposition of all social funds held on behalf of the rightholders that the society represents, settles the placement and grants all annuity transfers or other securities;

– It shall monitor the actions taken by the Managing Director to keep sufficient cash to ensure distribution deadlines in accordance with the general investment policy of income from the exploitation of rights and income resulting from this investment, adopted by the General Assembly on its proposal;

– It sets the provisional and final percentage deductions from the perceptions made and the duties allocated to cover the society’s operating costs and other resources referred to in Article 13.1.2 of the Statutes, in accordance with the general policy of deductions made from these revenues and revenues adopted by the General Assembly on its proposal;

– It votes on the compensation provided for in Article 16.3 of the Statutes for associates of Commissions and Committees who are not directors;

– It submits to the approval of the General Assembly the general policy for the use of sums that cannot be distributed;

– It submits for approval by the General Assembly the use of sums that could not be distributed during the previous financial year;

– It submits to the approval of the General Assembly the indemnities of Article 16.3 for associates of the Board of Directors and the Supervisory Board;

– It submits to the General Assembly the appointment of the Statutory Auditor and his deputy for a period of six years.

17.4.3 – Distribution of social funds

– It proposes and submits for the approval of the General Assembly the general policy for the allocation and payment of corporate funds constituted by the sums due to the rightholders which the society represents;

– It determines the rules and procedures for collection and individual distribution, in accordance with the general policy for the distribution and payment of social funds approved by the General Assembly;

17.4.4 – Actions referred to in Article L.324-17 of the French Intellectual Property Code

– It proposes and submits for the approval of the General Assembly the general policy of actions to support the creation, dissemination of performing arts, the development of artistic and cultural education and actions to train performers;

– It determines the criteria for awarding these actions, in accordance with the general policy and the available budget;

It determines the actions falling within the remit of the Committees referred to in Article 21 below, and shall approve their budgets;

– It shall decide on the amount to be entered in the budget for aid to performers’ trade unions, which it shall allocate to all or some of the trade unions which so request, in accordance with allocation criteria which it shall determine and which shall be made known to the trade unions;

– It submits to the General Assembly the distribution of the sums allocated to the actions referred to in Article L.324-17 of the Intellectual Property Code.

17.4.5 – Society bodies

– It appoints the Managing Director on proposal of the Chairman;

– It sets out the procedures for the implementation of the Assemblies and the elections of the bodies, in addition to those provided for in these Statutes or the General Regulation;

– It shall appoint from among its membership the members of the Executive Board and of the statutory Commissions referred to in Article 20 of the Statutes;

It appoints the society’s representatives to external bodies;

– It decides to create the ad hoc Commissions referred to in Article 20.8 of the Statutes;

– It defines the tasks which it may entrust to associates under the guidance of the Managing Director

– It may delegate part of its powers to the Executive Board referred to in Article 19 of the Statutes for a period of one year renewable by tacit renewal with the exception of the following powers:

  • Presentation to the Extraordinary General Assembly of the proposals to amend the Statutes;
  • Appointment or dismissal of the Managing Director;
  • Proposal to the General Assembly of the rules on collection or distribution;
  • Approval of the annual financial statements and presentation of the society’s transparency report to the General Assembly;
  • Setting of the operating budget and the aid budget under Article L.324-17 of the Intellectual Property Code.

– At the request of at least one quarter of its members, it may ask the Executive Board to add an item to the agenda of its next meeting;

– It defines the professional ethics rules applicable to elected bodies in addition to those provided for in Article 3.1 of the General Regulation, which it proposes to the Supervisory Board for approval;

– It proposes to the General Assembly the dismissal of any member of the Board of Directors or the Supervisory Board in accordance with the procedure laid down in Article 3.2 of the General Regulation;

– It dismisses any member of an elected body other than the directors and members of the Supervisory Board in accordance with the procedure provided for in Article 3.2 of the General Regulation;

– It dismisses the Managing Director on proposal of the Chairman, the Executive Board or a quarter of its members.

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