2.1 – General Assemblies, written consultations and elections
2.1.1 – General Assemblies
Two months at the latest before the General Assembly, the Board of Directors shall determine the agenda and date, if different from that provided for in the Statutes, adopt the resolutions to be presented to the associates, the place of the Assembly and/or procedures for remote society, the voting procedures if they have not been set out in the Statutes or in the General Regulation, and the period during which the members may exercise their right to vote remotely, which may not be less than fifteen days and shall end at the latest at the time of closing of the General Assembly is pronounced by the Chairman, after which no further votes may be taken into account.
The notice convening associates to the General Assembly shall include the agenda with the list of resolutions to be adopted and indicate the date, time and place where it will be held if it is not organised exclusively by distance. It is carried out by publication on the society’s website and by a notice inserted in two newspapers carrying legal notices: LIBERATION and LA CROIX. Should one or more of the aforementioned newspapers be downgraded, one or two newspapers will be substituted in the following order, depending on the downgrading(s) that have occurred: L’HUMANITE, LES ECHOS, LIAISONS SOCIALES, LES PETITES AFFICHES, LA LOI, LE QUOTIDIEN JURIDIQUE. The notice shall be published at least fifteen days before the date of the General Assembly.
The Managing Director shall also send each associate with a valid email or postal address an individual Assembly notice, by ordinary letter sent by email or, failing that, by post, at least 15 days before the date of the General Assembly. The individual invitation describes the procedures for remote electronic voting to which it gives access.
The Managing Director shall take all necessary measures to ensure the information of voting associates and the technical procedures guaranteeing the confidentiality of remote or in-session electronic voting and the security of operations, according to the best standards corresponding to the state of the art.
An attendance sheet is kept at the General Assembly. It shall contain the surname, first name and domicile of each associate, and shall be signed by all the associates present or represented and having taken part in the vote, as well as by the representatives of co-owners of an undivided share of the society who have given a power of attorney for this purpose.
Any deliberation and vote of the associates shall be recorded in minutes indicating the date and place of the discussions, as well as the full name of each associate having taken part in the vote, the documents and reports submitted to the associates, the text of the resolutions put to the vote and the results of the votes on the resolutions and elections.
The counting of votes shall be carried out under the supervision of a bailiff in charge of voting operations who shall draw up a report thereof to be appended to the minutes of the General Assembly.
These minutes shall be signed by the Chairman of the General Assembly and the Managing Director, who shall certify that copies or extracts thereof are true. It is recorded in a special register kept at the society’s registered office, listed and initialled in ordinary form and free of charge, either by a judge of the Commercial Court or the District Court, or by the Mayor or a Deputy Mayor of the municipality where the society’s registered office is located.
2.1.2 – Written consultations
In addition to the publication provided for in Article 15.4 of the Statutes, the Managing Director shall make a written consultation by sending to the associates, and for co-owners of an undivided share of the society, to the sole representative appointed by them, the request for a written consultation by electronic means at least 15 days before the end of the consultation.
Written consultations shall be carried out by electronic means under the conditions and procedures set out in Article 2.1.1 above.
The society provides for the reception at the registered office of associates wishing to participate in the written consultation, without doing so remotely.
2.1.3 – Election of bodies by the General Assembly
Pursuant to Article 15.2.4 of the Statutes, the Annual Ordinary General Assembly elects members of the Board of Directors and the Supervisory Board.
The call for applications for members of the Board of Directors and the Supervisory Board is run for a period of three weeks on a secure website and starts no later than three months before the expiry of their terms of office. Associates are informed of the call by email and any media used by the society. Any application received after the call period shall be declared inadmissible.
Any associate satisfying the conditions set out in Article 16 and Article 18 of the Statutes may apply. However, an associate Assembly the conditions set out may not apply for both the Board of Directors and the Supervisory Board.
The Managing Director shall verify, by any means, the validity of the applications. He ensures that the candidates are not in a situation of incompatibility at the time of the call for applications and ensures that the activity chosen by each candidate corresponds, on the day the list is stopped, to his actual main artistic activity, referring in particular, where needed, to his career, the capacity applied when he was admitted to the society or the royalties received from the society over the last five years. He may assign a candidate to the list of candidates for another artistic activity. He shall inform the candidate concerned.
Eight days after the deadline for submitting applications, the Managing Director shall draw up the list of candidates and publish it on the society’s website no later than eight days before the start of the election period.
The ballot and the counting of votes shall take place in accordance with the conditions laid down in Article 2.1.1 of the General Regulation.
The candidates who have received the most votes are deemed elected within the limit of the number of seats to be filled in each reserved category of artistic activity and of any age limit applicable to them.
Where multiple candidates receive the same number of votes, the election shall be conducted by drawing lots in the presence of the bailiff in charge of the voting operations.
At the end of the counting, the bailiff in charge of the voting operations shall draw up a report indicating the elected candidates. The minutes of this report are sent to the society and are appended to the minutes of the General Assembly. The Managing Director shall then publish the results of the elections under the conditions provided for in Article 2.1.1 of the General Regulation within fifteen days of receipt of the minutes.
Any action concerning the validity of the ballot must, under penalty of prescription, be brought within one month of the publication of the results in the newspapers mentioned in Article 2.1.1 of the General Regulation. No irregularity relating to the elections may be invoked if it is covered at the time when a court is called upon to rule on it, or if the person invoking it does not establish that he or she has been adversely affected by it.
2.2 – Board of Directors
The Board of Directors meets at least eight times a year, including at least twice to discuss matters relating to the actions described in Article L.324-17 of the French Intellectual Property Code.
In the event of emergency or necessity between two Assemblies, one-quarter of the associates of the Board of Directors, the Executive Board, the Chairman or the Managing Director may convene the Board of Directors. The Chairman or the Managing Director may seek the permission of the Executive Board to convene an annual meeting in camera, without the presence of the society’s personnel.
The Board of Directors may ask that the Managing Director convene a Consultation Group composed of representatives of the society, representatives of trade unions representing performers and, where appropriate, other professional societies. Its role is to seek solutions to major professional problems which may affect the performing arts profession.
The Board of Directors may ask the Managing Director to arrange information Assemblies reserved for associates in any place on national soil. In this case, notice shall be given to the associates by any means without any condition of time or sending of documents. Such Assemblies may not be held for the purpose of voting on resolutions. The notices signed by the Chairman, or if he is unable to do so, by the Managing Director shall contain the agenda of the meeting and shall be sent at least one week in advance, by e-mail, unless it is impossible or urgent to justify a shorter period or another method of notice.
If the Chairman and the Vice-Chairman are in default on the day of the meeting, the meeting of the Board of Directors may be chaired by the Managing Director or a member of the Executive Board.
A director may be represented by another director at meetings of the Board of Directors. The number of powers which a director may hold is limited to two.
As an exception, the number of proxies which a Director may hold for the election of the Artistic Project Selection Committees referred to in Article 21 of the Statutes is limited to one.
The quorum is reached when one-third of the directors are present and represent half of the votes of the Board of Directors.
Unless otherwise provided in these Statutes, decisions of the Board of Directors shall be adopted by a majority vote of the directors present or represented.
When the vote concerns appointments or revocations of persons, it takes place by secret ballot. Notwithstanding, in the case of a single candidate, the candidate shall be designated automatically.
At the request of any director, the Board of Directors may decide to vote by secret ballot on any other item on its agenda.
In the event of a tie, the Chairman – or in the absence of the Chairman, the Chairman of the meeting – shall have the deciding vote, except in the case of a secret ballot, or in the event of a tie, where a second round of secret ballots shall be held. If a tie persists at the end of the second round, the candidate for the position concerned by equality is chosen by drawing lots between the candidates having received the same number of votes.
Minutes of each meeting shall be proposed by the Managing Director to the Board of Directors, having sought the opinion of the Vice-Chairman. The minutes are approved at the following meeting and transcribed into a register kept for this purpose. When multiple Assemblies of the Board of Directors are held within a period of time insufficient to allow for review and signature under the conditions described above, their minutes may be approved at the following meeting.
The Board of Directors may call on any persons on account of their specific expertise to sit in an advisory capacity.
A representative of the Social and Economic Committee is invited to attend the meeting of the Board of Directors, except in the case of closed sessions. That representative has an advisory role.
In addition to the provisions set out above, the operating rules of the Board of Directors, the Executive Board, the Selection Committees and the Statutory Commissions which act under its delegation are specified in a Charter signed by the directors at the beginning of their term of office.
Article 2.3 – Supervisory Board
2.3.1 – Operation
The Supervisory Board shall meet at least twice a year, convened by its Chairman or the Managing Director in connection with the performance of its duties as defined in Article 18 of the Statutes.
It also meets in accordance with the procedures provided for in this article, upon referral by an associate pursuant to Article 9 of the Statutes, and in the cases provided for in Article 18 of the Statutes.
The Supervisory Board may request any documents or information in connection with the performance of its duties, as well as to hear the Managing Director or any associate of the Management Board at the proposal of the Managing Director.
The Supervisory Board sits at the society’s registered office, which provides it with the material resources necessary for its operation.
The Supervisory Board may validly deliberate only if at least four of its six members are present.
It decides by a majority of its members present, with the Chairman of the Supervisory Board having the deciding vote or, in his absence, the Chairman of the meeting in the event of a tie.
The minutes of each meeting are approved at the latest at the next meeting. They are signed by the Chairman of the Supervisory Board or, in his absence, by the Chairman of the meeting and shall be recorded in a register kept for this purpose.
In addition to these provisions, the operating rules of the Supervisory Board are set out in a Charter signed by the members of the Supervisory Board at the beginning of their term of office.
2.3.2 – Corporate documents
An associate who is denied access to the documents provided for in Articles L.326-5 and R.321-17 and R.321-18 of the Intellectual Property Code may refer the matter to the Board.
Such referral shall be made by registered letter with acknowledgement of receipt addressed to the Chairman of the Supervisory Board at the society’s registered office. This referral must include a description of the documents the disclosure or consultation of which has been requested from the society, as well as a copy of the refusal by the society.
Within 10 working days of receipt of this referral, the Chairman shall send a copy of it to the Managing Director of the society, so that he may communicate his observations within a period of no more than 10 working days from this transmission.
On receipt of the society’s observations, the Chairman of the Board may hear, where applicable, the observations of the associate having filed the referral.
Should the Board be referred to following a refusal to disclose information to one of its members, the latter shall not take part in the Board’s deliberations and shall not vote on the opinion concerning him.
Within a period of no more than 30 working days from the date of referral, the Board shall issue a reasoned opinion, of which the associate shall be informed, the Managing Director and the Board of Directors of the society by registered letter with acknowledgement of receipt.
2.4 – Executive Board
Meetings of the Executive Board shall take place at least once per month, convened by the Chairman of the Board of Directors and at any other time by the latter or the Managing Director. However, he may decide not to meet in July and August.
Any director of the society may request to attend the meetings in an advisory capacity.
The Chairmen of the Selection Committees may be invited to attend meetings in an advisory capacity.
The Chairman of the Board of Directors may invite to meetings any person, due to his specific expertise, to sit in an advisory capacity.
The quorum is reached when two-thirds of the members are present or represented, it being specified that each member present may only hold one proxy.
Decisions are made by a majority of the members present or represented.
In the event of a tie, that of the Chairman, or in the absence of the Chairman, that of the Chairman of the meeting shall have the deciding vote.
2.5 – Statutory commissions
The Statutory Commissions shall meet when convened by their Chairman with communication of their agenda within a reasonable period before the meeting.
The Commissions may validly sit only in the presence of their Chairman or, failing that, a member appointed by him if his appointment is not otherwise provided for in the Statutes or the General Regulation.
The quorum for decisions and opinions of the Committees composed of six associates is reached when four of their associates are present. In the case of another composition, the quorum is reached when the majority of the associates is present.
Decisions and opinions of the Committees shall be adopted by a majority of the associates present.
Commissions may invite any person with special expertise to attend their meetings in an advisory capacity.
They may be assisted by the heads of the departments to which their work relates. They do not have the right to vote and are appointed by the General Director or, failing that, the Managing Director.
With the exception of the Right to the Heart Commission, the decision-making conditions of which are set out in Article 20.7 of the Statutes, when a Commission has a decision to make, each decision taken unanimously is final after approval by the Managing Director and the Chairman of the Board of Directors.
The Managing Director or the Chairman may however decide to submit this decision for approval by the Board of Directors.
In the absence of unanimity or approval, the Commission shall address its reasoned opinion to the Board of Directors for a decision.
The Commission’s decision shall take effect:
- Either after approval of the decision by the Managing Director and the Chairman of the Board of Directors;
- Or following approval by the Board of Directors in the event that this decision is submitted to it.
2.6 – Artistic Projects Selection Committees
2.6.1 – Description
The call for applications for the members of the Artistic Project Selection Committees is made every year for a period of three weeks on a secure website and begins at the latest two months before the expiry of the mandates of the members to be renewed. The associates are informed of the call by email and by publication of the call on any media used by the society.
Any associate who has been a member for more than three months on the day of the call for candidates and who satisfies the conditions set out in Article 16 of the Statutes may apply for membership of the Artistic Project Selection Committees.
The Managing Director shall verify, by any means, the validity of the applications and shall ensure that the Artistic Project Selection Committee chosen by each candidate matches, on the day the list is determined, his actual main artistic activity, referring in particular to his career, the quality specified upon admission to the society or the royalties received from the society over the last five years. He may assign a candidate to the candidate list of another Selection Committee. He shall inform the candidate concerned.
The directors may, if they so decide by majority, hear the candidates of their choice during the period for examining the applications submitted via the dedicated site, which precedes the vote.
2.6.2 – Operation
The first meeting following the appointment is chaired by an employee of the society so that the members of each Selection Committee can elect their Chairman at the next meeting. The Chairman is elected for the duration of his term of office, unless technically impossible, and is elected by a simple majority of votes cast by secret ballots. In the event of a tie, a second round of secret ballots is carried out. If there is still a tie after the second round, the Chairman shall be chosen by drawing lots among the candidates having obtained the same number of votes.
The quorum of each Selection Committee is reached when half of the members convened are present. meeting notices and aid project dossiers are sent to each Selection Committee by the society within a reasonable period of time before the next meeting.
Directors who are associates of the Selection Committees must ensure compliance with the principles of the society’s policy and the criteria for awarding aid within the Selection Committee.
The decisions of these Selection Committees are taken by secret ballot by a simple majority of the members present. Each member present takes part in the vote to accept or refuse the project presented. In the event of a tie, a second round of secret ballots is held. In the event of a tie, a second round of voting by secret ballot is held.
Each Selection Committee meets at least six times a year.
2.7 – Ethics Committee
The Ethics Committee shall be appointed by the Board of Directors on the proposal of the Managing Director and the Chairman of the Board of Directors no later than three months after the Annual General Assembly. The qualified personalities proposed are in the fields of law, the arts and the human sciences.
None of the associates of the Ethics Committee may, during the exercise of elective functions at Adami or in another collective management body, be a corporate officer or be a direct or indirect beneficiary of assistance from Adami.
The Ethics Committee may take up matters on its own initiative or be asked to do so by an administrator, a member of the Supervisory Board, a member of one of the statutory commissions, a member of one of the artistic project selection committees or by the Managing Director, on all matters related to its missions. It may become familiar with any documents or hear any person necessary to investigate the case under examination.
In the event of a breach of the rules of ethics set out in Article 3.1 of the General Regulation, the Ethics Committee shall propose to the Managing Director and the Board of Directors the appropriate measures to put an end to it after having summoned the person concerned to be heard. Their disagreement with the Committee’s opinion must be justified in writing.
The Ethics Committee meets at the society’s registered office at least once a year to examine annual declarations of interest, and as often as necessary when brought before it under the conditions provided for in the Statutes and the General Regulation. It presents an annual report to the Board of Directors prior to the Annual General Assembly.