Georgian Copyright Association (GCA) STATUTE

Georgian Copyright Association (GCA) Collective Management Organization

STATUTE

2012 Tbilisi

1. General Provisions 1.1. The Georgian Copyright Association (GCA) is a voluntary union, non-profit legal entity (hereinafter the Association), established in order to achieve the goals set by the present Statute and protect the interests of the copyright and/or neighboring rights holders, and/or their assignees/successors, who entered the Association for the purpose of performing joint activities. 1.2. The Association exists, is managed and functions in compliance with the Statute of the Association, Constitution of Georgia, current legislation of Georgia and universally recognized principles of the international law. 1.3. The full title of the Association is The Georgian Copyright Association – organization managing the property rights on a collective basis, abbreviated as the Georgian Copyright Association – Collective Management Organization, GCA. 1.4. The Georgian Copyright Association – is the Collective Management Organization is the legal successor of the union - The Georgian Authors’ and Performers’ Rights Society (GESAP) – Collective Management Organization registered on the basis of the Decision No2/9-152 of 16th August 1999 of the Tbilisi Didube-Chughureti District Court, and of the union - The Georgian Authors’ Society (SAS) – Collective Management Organization N1, which renewed its registration on the basis of the Decision N585 of the 17th February, 2006 of the Ministry of Justice of Georgia. 1.5. The legal address of the Association is: 123, Aghmashenebeli Ave., Tbilisi, Georgia 1.6. Accounting year is a calendar year. The period between the date of registration of the Association and the 31st December of the registration year makes an incomplete accounting year. 1.7. The Association is established as from the moment of registration and shall exist for an indefinite term. 1.8. After registration the Association obtains the status of a legal entity and the authority to perform the activities allowed for by the legislation. The Association has settlement, foreign currency and other accounts in a banking institution. The Association may also have a stamp. The Association is entitled to acquire various property and private non-property right, act on own behalf dealing with any third parties, act as a plaintiff or defendant in the court. The Association is fully independent in dealing with issues related with the organization internally, own sources and property management. 1.9. According to its goals and purposes, the Association acts with no limit to territorial principle.

2. Founders of the Association: 2.1 The founders of The Georgian Society of Authors’ and Performers’ (GESAP) registered on the basis of the Decision No2/9- 152 of 16th August 1999, of the Tbilisi Didube-Chughureti District Court are: 2.1.1 Vazha Azarashvili, born on 13.07.1936 in Tbilisi, ID N0102402646, composer, residing at 20a, Alexander Kazbegi Ave., suite 33, Tbilisi, Georgia; 2.1.2 Nodar Malazonia, born on 27.04.1929 in Ozurgeti, ID N01001000607, painter, residing at 55, Gamrekeli Street, Tbilisi, Georgia; 2.1.3 Elguja Shapatava, born on 27.01.1951 in Tbilisi, ID N01020004601, engineer technologist, teacher, copyright lawyer, residing at building 2, Delisi III Street, suite 7, Tbilisi, Georgia; 2.1.4 Anzor Kutateladze, born on 05.01.1933 in Tbilisi, ID N010251804, director, residing at 75, I. Chavchavadze Ave., building 4, suite 34, Tbilisi, Georgia; 2.1.5 Giorgi Gunia, born on 19.10.1938 in Tbilisi, ID N01017006035, theatre designer, residing at 24, G. Tabidze street, Georgia; 2.1.6 Jumber Amanatashvili, born on 06.02.1966 in Tbilisi, ID N01014001463, author/performer, residing at 9/14, Moscow Ave., Tbilisi, Georgia; 2.1.7 Tamar (Tamuna) Jokhadze, born on 06.09.1973 in Tbilisi, ID N01024006637, author/performer, residing at 103, A. Tsereteli Ave., Tbilisi, Georgia; 2.1.8 Tinatin Heine, born on 20.07.1941 in Tbilisi, ID N01030004393, painter, set designer, art scientist, residing at 16, 2nd Bukhadze Lane, Tbilisi, Georgia; 2.1.9 Marina Mgaloblishvili, born on 18.01.1949 in Tbilisi, ID N01020679231, copyright lawyer, literature specialist, translator, residing at 3/5, Galaktioni Street, Tbilisi, Georgia; 2.1.10 Giorgi Margvelashvili, born on 25.03.1958 in Kutaisi, ID N01030007587, director, residing at 20/45, NInoshvili Street, Tbilisi, Georgia; 2.1.11 Jemal Kereselidze, born on 23.05.1943 in Kutaisi, ID N01005005798, philologist-journalist, residing at 1, Dgebuadze Street, Tbilisi, Georgia; 2.1.12 Nugzar Vatsadze, born on 19.06.1937 in Tbilisi, ID N01020006349, composer, residing at 11, Saakadze Street, Tbilisi, Georgia; 2.1.13 Baadur (Bacha) Malazonia, born on 04.12.1965 in Tbilisi, ID N01007014823, design artist, photography graphics specialist, residing at 55, Gamrekeli Street, Tbilisi, Georgia;

2.1.14 Giorgi Macharashvili, born on 14.11.1956 in Batumi, ID N01009007661, actor, song author/performer, residing at III Block Vazha Pshavela Street, building 25, suite 46, Tbilisi, Georgia; 2.1.15 Merab Merabishvili, born on 20.09.1946 in Tbilisi, ID N01024027011, composer, residing at 41, Alexander Kazbegi Ave., Tbilisi, Georgia; 2.1.16 Lali Sultanishvili, born in 1948 in Tbilisi, ID N01017043330, philologist-orientalist, residing at 29, Vertskhlis Lane, Tbilisi, Georgia; 2.1.17 Alex Chikadze, born on 20.08.1956 in Tbilisi, ID N01019005910, biologist, IT specialist, residing at 10, Toroshelidze Street, Tbilisi, Georgia; 2.1.18 Teimuraz Khutsishvili, born on 25.02.1948 in Tbilisi, ID N01024614337, art designer, residing at 7, Pirveli Kheivani Street, Tbilisi, Georgia; 2.1.19 Omar Mindorashvili, born on 27.03.1943 in Tbilisi, ID N01030010558, composer, residing at 44, Iv. Javakhishvili Street, Tbilisi, Georgia; 2.1.20 Anzor Erkomaishvili, born on 10.08.1940 in Batumi, ID N01015001522, choir condictor, residing at 21, Abano Street, Tbilisi, Georgia; 2.1.21 Teimuraz Tarimanishvili, born on 05.01.1954 in Antoki Village, Sagarejo Region, ID N01020011177, lawyer, residing at 23, Gorda Street, Tbilisi, Georgia; 2.1.22 Nanuli Koriauli, born on 16.08.1955 in Magraneti Village, Tianeti Region, ID N01023009338, artist-sculptor, residing at 34, Guramishvili Street, suite 7, Tbilisi, Georgia; 2.1.23 Zurab Gvishiani, born on 18.11.1963 in Tbilisi, ID N01007002713, engineer, associate professor, residing at 101-58 Ak. Tsereteli Ave., Tbilisi, Georgia; 2.1.24 Lina CHaduneli, born on 22.12.1964 in Kaspi, ID N0103254098, engineer-economist, residing at 10, Janashia Street, Tbilisi, Georgia; 2.1.25 Lili Katamashvili, born on 20.04.1951 in Tbilisi, ID N01013003684, accountant, residing at TEMKA Settlement, block 4, building 8, suite 82, Tbilisi, Georgia; 2.1.26 Simon Tsintsadze, born on 20.10.1939 in Tbilisi, ID N01038184880, musicologist, residing at 66, L. Asatiani Street, Tbilisi, Georgia.

3. Goals of the Association 3.1 The goals of the Association are: 3.1.1 Implementation and protection of copyright and/or neighboring rights. 3.1.2 Elimination and further prevention of illegal usage of copyright and/or neighboring rights. 3.1.3 Introduction of a unified system of copyright and/or neighboring rights’ collective management and usage and development of planning policy. 3.1.4 Collective management of the property rights of the copyright and/or neighboring rights holders and/or their successors in accordance with the rules set forth by international and local legislation and agreements concluded with the authors. 3.1.5 Supporting establishment of effective regulative environment in the field of execution of copyright and/or neighboring rights. 3.1.6 Supporting establishment of transparent and competitive environment for subjects (users) involved in the field of execution of copyright and/or neighboring rights. 3.1.7 Supporting the development of copyright and/or neighboring rights execution market and distribution network. 3.1.8 Implementation of commercial and non-commercial projects and individual entrepreneurial activities in cooperation with various international organizations, Georgian and foreign physical and legal entities, for the purpose of achieving the goals of the Association.

4. Activities of the Association 4.1 In order to achieve the goals set forth by the present Statutes, the Association shall implement the following activities: 4.1.1 For the purpose of a collective management of the copyright and/or neighboring rights, conclusion of relevant agreements with the holders of such rights or their successors. 4.1.2 For the purpose of a collective management of the copyright and/or neighboring rights, establishment of reciprocal representation agreements with similar foreign associations and organizations and implementation of such representation. 4.1.3 In the process of a collective management of the copyright and/or neighboring rights, issuance of permissions for all the works reserved by copyright and/or neighboring rights, included into the repertoire of the Association or prohibition of unlicensed usage of such objects.

4.1.4 Conclusion of agreements/contracts with the copyright and/or neighboring rights holders and issuance of licenses in accordance with the Georgian legislation. 4.1.5 In accordance with the authority granted by the copyright and/or neighboring rights holders, collection of the honoraria of copyright and/or neighboring rights holders and/or their successors and distribution of these honoraria among them. 4.1.6 Implementation of monitoring of usage of the copyright and/or neighboring rights, systematization of information, creation of data-bases and provision of information accessibility. 4.1.7 Ensuring provision of information on current situation and development prospective in the field of copyright and/or neighboring rights in Georgia to all the interested parties. 4.1.8 Provision of consultancy on the issues related to intellectual property usage for the copyright and/or neighboring rights holders and the users. 4.1.9 Protection of the copyright and/or neighboring rights holders in case of illegal usage of such rights, including their representation to the courts. 4.1.10 Assistance to the copyright and/or neighboring rights holders and users in execution or acquiring of such rights both in Georgia and abroad. 4.1.11 Supporting legislative and executive authorities in introduction and implementation of legal regulation mechanism in the field of copyright and/or neighboring rights. 4.1.12 Drafting of legislative proposal. 4.1.13 Carrying out scientific and sociological research on copyright and/or neighboring rights. 4.1.14 Supporting specialists working in the field of copyright and/or neighboring rights in their activities. 4.1.15 Publishing and printing activities. 4.1.16 Organization of working meetings, thematic seminars and discussions. 4.1.17 Implementation of cultural, educational, cognitive and scientific programs. 4.2. Carrying out entrepreneurial activities and participation to commercial projects for the purpose of supporting the activities envisaged by the present Statute. 4.3 Any other activity, not altering the goals of the Association and not forbidden by the legislation of Georgia.

5 Membership of the Association 5.1 Membership of the Association is the right of personal, individual nature, which is not subject to inheritance or passing through warrant. 5.2 Members of the Association can be: 5.2.1 Copyright and/or neighboring rights holders, legally capable physical persons or competent legal entities, or their successors/assignees, who granted their consent for passing their copyright for a collective management to the Association, recognize the Statute of the Association, share its goals and purposes, express the willingness and have the ability to support their implementation. 5.3 The condition of Membership of the Association is the application for Membership of the right holder and the agreement concluded between the holder and the Association on passing the copyright for collective management. 5.4 Members are admitted to the Association by the Board of the Association. 5.5 The Association has the following categories of Membership: 5.5.1 Full members – a full-fledged member of the Association, holding the copyright and/or neighboring rights in compliance with the rules set forth by the law. A full member is entitled to participate in voting at the General Assembly with one vote. A full member must pay the membership fee (if applicable). 5.5.2 Honorary member – a member, involved in achievement of the goals of the Association, having significant experience and merit in the field of copyright and/or neighboring rights. An honorary member has the deliberative vote at the General Assembly, but is not entitled to participate to voting. An honorary member is exempt of Membership fee. 5.5.3 Corporative member – a member of the Association, representing a legal entity. A corporative member through its representative participates to voting at the General Assembly with one vote. A corporative member must pay the membership fee (if applicable). 5.6 The founders of the Association have the status of a full member and enjoy the same rights and responsibilities in the Association as individuals with the status of a full member. 5.7 In case of election of a full member as a honorary member, s/he loses the status of a full member and accordingly the vote.

5.8 To obtain the status of a full or corporative member of the Association it is necessary to have at least two thirds of votes of the Board members. And the issue of granting the status of a honorary member is solved by the majority of votes of the Board members. 5.9 A candidate for Membership of the Association must be able, in form acceptable for the Association, to demonstrate that: 5.9.1 S/he is a full and staunch supporter of protection and development of copyright and/or neighboring rights. 5.9.2 Has relevant knowledge, experience and interest in the field of protection and development of copyright and/or neighboring rights. 5.9.3 Is a supporter of market economy oriented, politically and socially stable economy. 5.10 The rights of a member of the Association are: 5.10.1 To participate in a work of the General Assembly of the Association within his/her own competence. 5.10.2 In case of participation in voting – election of management bodies of the Association and nomination his/her own candidacy for the election to the management bodies. 5.10.3 Be consulted by the Association and protection of infringed copyright and/or neighboring rights. 5.10.4 Be supported by the Association in the process of establishment contacts and negotiating with foreign partners. 5.10.5 To receive relevant royalty for usage of copyright and/or neighboring rights. 5.10.6 To participate to various programs and events of the Association in accordance with qualification and experience. 5.10.7 To develop recommendations related to the activities of the Association. 5.10.8 To get acquainted with annual reports, audit findings and other information on the activities of the Association. 5.10.9 To leave the Association voluntarily and termination of Membership in compliance with the conditions of the agreement concluded with the Association. 5.11 The obligations of a member of the Association are: 5.11.1 Compliance with the Statute of the Association. 5.11.2 Implementation of the decisions made by the management bodies of the Association. 5.11.3 Execution of own copyright and/or neighboring rights through the Association. 5.11.4 Protection of reputation, authority and property of the Association. 5.11.5 Supporting achievement of goals and purposes of the Association. 5.11.6 Payment of Membership fees (if applicable). 5.12 For a member of the Association the following is forbidden: 5.12.1 To be a member of any other organization or association dealing with copyright and/or neighboring rights at the Georgian territory, having the same or similar goals and purposes. 5.12.2 Establishment of business relationships on behalf of the Association with any third party related with personal interests. 5.13 A member of the Association may have other rights or obligations according to legislation, present Statute or internal regulatory documents of the Association, as well as the agreement concluded with the Association. 5.14 The authority of a member of the Association is terminated: 5.14.1 On the basis of his/her own application. 5.14.2 In case if the court recognizes him/her legally disabled. 5.14.3 In case of death, or if the court recognizes him/her dead or missing. 5.14.4 If Membership fee is applicable, in case of failure to pay during six months in a row without an advance written notice to the Board of the Association. For a corporate member – if it is liquidated. 5.14.5 By the decision of the Board of the Association, if performance of a member does not comply with the requirements of the Statute and/or opposes the goals of the Association, or while fulfillment of the obligations taken over on the basis of the agreement concluded with the Association. 5.14.6 In other cases envisaged by the legislation of Georgia. 5.15 In case of termination of the rights: 5.15.1 A member should ensure fulfillment of all the obligations set forth by the present Statute and the agreement concluded with the Association. 5.15.2 A member is entitled to make final settlement and receive the relevant royalty amount. 5.15.3 A member may not have any further financial claims towards the Association. 5.15.4 A member is not entitled to demand any or part of the Association’s property, handed over to the Association by him/her. 5.15.5 A member is entitled to apply for Membership repeatedly or request the Association to collect his/her honorarium.

6 General Assembly of the Association 6.1 The supreme management body of the Association is the General Assembly of the members of the Association.

6.2 The General Assembly is convened by the Board at least once a year. If necessary, an extraordinary General Assembly may be convened. 6.3 An extraordinary General Assembly is convened on the basis of a written demand of the Chairman of the Association, Board or one tenth of the members of the Association. An extraordinary General Assembly is held within maximum of two month after the date of such a demand. 6.4 The General Assembly is chaired by the Chairman of the Association, who at the same time, appoints the Secretary of the Assembly. 6.5 Minutes are recorded for the General Assembly and decisions made at it, which is signed by the Chairman and the Secretary of the General Assembly. 6.6 General Assembly is capable to make decisions, if attended by at least one fifth of the members entitled to participate to voting, or their representatives. 6.7 If the General Assembly is not capable to make decisions, a repeated General Assembly is convened within two weeks time, which shall be capable of making decisions with no regard to the number of members entitled to participate to voting attending it. 6.8 The members of the Association are notified about the date of General Assembly in writing, or by means of printed media or through an announcement on the web page of the Association, with the agenda attached, at least two weeks prior to the date of the General Assembly. 6.9 Decisions are made at the General Assembly through open or secret vote. For a secret vote a special decision must be taken by the General Assembly. 6.10 At the General Assembly decisions are made on the basis of the majority of votes of the attending members entitled to participate to voting. Decisions on amending the Statute, changing the Statute, or altering the goals of the Association are made by two thirds of the votes of attending members. On some of the specific issues other decision making procedures may apply. 6.11 The competence of the Common Assembly includes: 6.11.1 Discussion of the strategic direction of the activities of the Association and elaboration of recommendations. 6.11.2 Adoption and/or amendment of the Statute of the Association. 6.11.3 Making decision on organization or liquidation of the Association, also alteration of the goals of the Association. 6.11.4 Election of the Board or Chair of the Association, or abortion of their authority in cases envisaged by the Statute. The decision on abortion of authority is made by two thirds of the votes of attending members. 6.11.5 Creation or abolition of authors’ council or revision commission within the Association. 6.11.6 Hearing the reports of the Chair of the Association, Board, the authors’ and performers’ council and revision commission. 6.11.7 Approval of the Association’s financial report of the last year. 6.11.8 Making decisions on other issues, beyond the competence of other bodies of the Association.

7 The Board of the Association 7.1 The managing body of the Association is the Board, implementing executive functions. 7.2 The Board is elected by the General Assembly through an open or secret vote, by the majority of attending members. 7.3 The Board is composed of 5 (five) members. 7.4 Board membership candidate can be nominated by an initiative group of at least one tenth of the members of the Association and/or a corporate member of the Association. 7.5 A Board member is elected for 4 (four) years. 7.6 The authority of the Board becomes effective as from the moment of its election and lasts until the new Board is elected. 7.7 A person, who is not a member of the Association (an invited person) can be elected to the Board. 7.8 A member of the Authors’ and Performers’ Council or the Revision Commission can not be elected to the Board, except of the Chairman of the board, who indisputably is the member of Authors’ and Performers’ Council and is its executive secretary. 7.9 The newly elected Board holds its first meeting within one month after election. 7.10 Board meetings are held as necessary and are convened by the board members or by the initiative of the Chairman of the Association. 7.11 The Board is authorized if attended by more than half of the Board members. 7.12 Decisions at Board meetings are made by the majority of the votes of attending members. 7.13 Decisions made by the Board are recorded in the form of a resolution, signed by the Board Chair. 7.14 On the basis of the authority granted by the General Assembly, the competence of the Board of the Association includes:

7.14.1 Approval of internal procedural guidance/provisions and symbolic of the Association. 7.14.2 Development and approval of annual financial plan and budget of the Association. 7.14.3 Resolution of issues related to Membership termination or dismissal of a member. 7.14.4 Establishment of schedule and amount of Membership fees. 7.14.5 Creation/abolition of structural subdivisions, branches, regional offices, representations, agencies (incl. international) for the purpose of optimization of organizational structure of the Association. 7.14.6 Making decision on establishment (foundation) and operation of a private law entity by the Association. 7.14.7 Creation of target commissions according to individual directions of the activities of the Association. 7.14.8 Establishment of special funds of the Association. 7.14.9 Elaboration of specific tariffs and license conditions for usage of copyright and/or neighboring rights by the users. 7.14.10 Establishment of general rules for payment and distribution of the collected honoraria among the copyright and/or neighboring rights holders. 7.14.11 Establishment of the system for remuneration for the Chairman of the Association and Board members. 7.14.12 Getting acquainted with financial and audit reports of the Association and submission of recommendations to the General Assembly if necessary. 7.14.13 Convening the General Assembly, approval of the agenda. 7.14.14 Ensuring fulfillment of the decisions made by the General Assembly. 7.14.15 Solution of other issues, beyond the competence of other bodies of the Association. 7.15 The Board meeting is led by the Board Chair, who is at the same time the Chairman of the Association. S/he develops the agenda of the Board meeting, supervises fulfillment of the Board decisions and coordinates the Board members. 7.16 The Chairman of the Association is granted the executive-directive authority. S/he represents the Association in dealing with any third parties. 7.17 The Chairman of the Association is a Executive Secretary of the Authors’ and Performers’ Council. 7.18 The Chairman is elected from the Board by the General Assembly for a term of 4 (four) years, through open or secret vote, by the majority of attending members. 7.19 A person, who is not a member of the Association (an invited person), can be elected to the Board. 7.20 The authority of the Chairman becomes effective as from the moment of his/her election and lasts until the new Chairman is elected. 7.21 Special competence of the Chairman of the Association includes: 7.21.1 Transparent and effective conduct of the activities of the Association for the purpose of achievement of the goals set forth in the Statute. 7.21.2 Development of strategic plan and determination of priority directions of the Association activities. 7.21.3 Development of the annual draft budget of the Association and submission to the Board for approval. 7.21.4 Management and disposal of the financial sources and other assets of the Association and provision of their usage in accordance with the Statute. 7.21.5 Monitoring of expenses and budgets of various projects of the Association. 7.21.6 Getting loans/credits. 7.21.7 Conclusion of guarantee agreements with banks and/or other financial institutions and if necessary pledging the deposits, balances and other assets of the Association or otherwise legally redress to compensate the guarantee. 7.21.8 Elaboration of draft internal procedural guidance/provisions of the Association and submission to the Board for its approval. 7.21.9 Development of the organizational structure of the Association and its submission to the board for its approval. 7.21.10 Recruitment and dismissal of employees of the Association. 7.21.11 Appointment and dismissal of the heads of structural subdivisions, branches, regional offices, representations, agencies (including international). 7.21.12 Appointment and dismissal of the heads of the heads of the target commissions of the Association. 7.21.13 Appointment and dismissal of the head of the private law legal entity founded by the Association. 7.21.14 Determination of the structure and amount of position rates, allowances and wages, bonuses and other incentives of the Association. 7.21.15 Making decisions on the amounts for funding of various programs of the Association, creation of target funds, receiving and issuing grants. 7.21.16 Conclusion of Membership and royalty collection agreements with the holders of copyright and/or neighboring rights. 7.21.17 Approval of model license agreements for different categories of copyright and/or neighboring right holders.

7.21.18 Granting licenses for all types of copyright and/or neighboring rights usage. 7.21.19 Conclusion of any types of agreements on behalf of the Association. 7.21.20 Dealing with foreign agencies and international organizations according to the interests of the Association. 7.21.21 Implementation of other functions, beyond the competence of other bodies of the Association. 7.22 Decisions made by the Chairman of the Association are recorded in the form of a decree. 7.23 The authority of a Board member and Chairman of the Association is terminated: 7.23.1 Based on his/her own application. 7.23.2 In case if the court recognizes him/her legally disabled 7.23.3 In case of death, or if the court recognizes him/her dead or missing. 7.23.4 If the court recognizes him/her guilty in a criminal case filed against him/her. 7.23.5 By the decision of the General Assembly if s/he commits a gross violation of the requirements of the Statute and damages the activities or the goals of the Association. 7.24 If a Board member systematically fails to attend the Board meetings or impedes the activities of the Board, with the majority of votes the Board is entitled to raise the issue of termination of the authority of such a member at an extraordinary Common Assembly. 7.25 In case of decrease of the numbers of Board members to one, an extraordinary General Assembly shall be convened within one month after such a situation emerges, at which General Assembly new Board shall be elected. 7.26 In case of resignation, termination of authority or temporary incapability to fulfill the obligations set forth by the Statute by the Chairman of the Association the functions of the Chairman are taken over by his Deputy. 7.27 In case of resignation or termination of authority of the Chairman of the Association, an extraordinary General Assembly is convened within one month after termination of the authority and a new Chairman is elected.

8 Councils/Commissions 8.1 For the purpose of effective management of the Association by the decision of the members of the Association it is possible that an authors’ and performers’ council is established. 8.2 For the purpose of financial control of the activities of the Association there may be a revision commission created within the Association. 8.3 The members of the Authors’ and Performers’ Council and the Revision Commission are elected by the General Assembly, from the copyright and/or neighboring rights holders. 8.4 The structure of the Authors’ and Performers’ Council and the Revision Commission, composition and activity directions are determined by the General Assembly of the Association. 8.5 There is no remuneration for the members of the Authors’ and Performers’ Council and the Revision Commission. 8.6 To simplify the commitment of the requirements of the Statute of the Association and achievement of the goals special target commissions may be created within the Association by the decision of the Board, which shall be set up with the members of the council, as well as other invited experts. 8.7 A composition, structure and activity direction of the commission is determined by the Board, which as well chooses the members of such commissions. 8.8 The commission proposes recommendations and makes decisions on the issues of the Association’s policy and strategy as in whole, as well as on the single cases.

9 Administration 9.1 Administration is composed of employees hired by the Association (among them during the process of implementation of individual projects). 9.2 The structure of the administration, directions of its activities, remuneration and rules are determined by the Chairman of the Association and approved by the Board.

10 Assets of the Association 10.1 The assets of the Association consist of main funds, necessary for implementation of the activities determined by the Statute, including current assets and reserve funds, as well as other material assets, which are reflected in the balance of the Association. 10.2 The sources of assets of the Association are: 10.2.1 Membership fees and voluntary contributions of the members of the Association. 10.2.2 Grants and charity contributions.

10.2.3 Income generate through implementation of target projects and programs of the Association. 10.2.4 Royalty collected from users as a result of copyright collective management in Georgia and abroad. 10.2.5 Other sources, not forbidden by the legislation of Georgia. 10.2.6 The Association may own property, facilitating fulfillment of the activities set forth by the Statute. 10.2.7 The property of the Association is protected in compliance with the legislation of Georgia.

11 Reorganization and Liquidation of the Association 11.1 Liquidation or reorganization of the Association is carried out in accordance with the legislation of Georgia. 11.2 Liquidation of the Association is possible: 11.2.1 By the decision of the General Assembly of the Association if four fifths of the total number of the members vote for that. 11.2.2 In case of liquidation or bankruptcy of the Association. 11.3 The process of liquidation of the Association is led by the Board of the Association or a liquidator assigned in compliance with the law. 11.4 The assets of the Association left over after liquidation is used in compliance with the law. 11.5 In case of special circumstances the court can assign a different liquidator.

Adopted by General Assembly on the 20th June, 2012