STIM's Statutes

For Föreningen Svenska Tonsättares Internationella Musikbyrå (STIM) u.p.a. Adopted at the annual general meeting of the association held on 29 May 2017.

Business name

1 §
The association's business name is Föreningen Svenska Tonsättares Internationella Musikbyrå STIM u.p.a., (referred to hereinafter as the "Association").

Registered office

2 §
The Board of Directors' registered office is in the City of Stockholm.

The Association's objective and operations

3 §
The Association's objective is, on the basis of applicable copyright law, to promote and manage the economic rights to music with or without accompanying text, i.e. musical works in isolation or in combination with literary works (referred to hereinafter as "Music"), which are attributable to the Association's members and affiliated copyright holders, music publishers or other legal entities/natural persons holding the rights or a share of the rights to rights revenues deriving from the utilisation of Music, referred to collectively hereinafter as "Rights Holders".

The Association engages in operations independently or in partnership with other organisations or companies, consisting of the collective representation, management, preservation and safeguarding of the Right Holders' interests, on the basis of management assignments entrusted to the Association by these Rights Holders, with the aim of collecting rights revenues and distributing this remuneration to the Rights Holders. The Association also engages in operations associated with these activities. The operations of the Association are not engaged in with a view to making a profit.

The operations of the Association are intended to promote respect for copyright, music protected by copyright and musical proliferation.

4 §
Copyright holders as referred to in these statutes are natural persons – composers, adapters and text writers – who have created a work and who hold the copyright to a musical work with or without text.

Music publishers as referred to in these statutes are natural persons or legal entities engaging in music publishing operations and which, on the basis of agreements (e.g. music publishing contract, sub-publishing contract or management contract) with copyright holders, are granted the right to safeguard and represent these copyright holders' music rights, as well as the right to collect a share of the rights revenues deriving from the utilisation of the work.

5 §
The Association's operations are based on assignments received from Rights Holders, under which the Association grants permissions (licences) for the utilisation of Music, relating to copying, transmission to the general public, public performance and distribution of recorded examples of Music to the general public, and also collects, distributes and pays such remuneration to Rights Holders or a third party as designated by the Right Holder (referred to as a management assignment).

Management assignment

6 §
A management assignment is assigned to the Association by means of the Rights Holder entering into what is known as an affiliation agreement with the Association. A Rights Holder who has assigned a management assignment to the Association is designated as an Affiliate Rights Holder. The management assignment may refer to one or more categories of rights, determined according to a resolution reached by the Board. The terms and conditions applying to the management assignment are presented in the affiliation agreement as it is worded at any given time.

7 §
An Affiliate Rights Holder is entitled, at any point in time, to terminate or reduce an assigned management assignment in the manner described in the affiliation agreement.

8 §
A Rights Holder who has assigned a management assignment to the Association, whereby one or more categories of rights have been granted to the Association may, regardless of this granting of rights, independently grant permission for utilisation with regard to the rights, categories of rights or types of works covered by the assignment, on the condition that this utilisation is non-commercial in nature.

Membership

9 §
Affiliate Rights Holders are accepted as members, subject to the approval of the Board, when the following conditions are fulfilled:

The Rights Holder shall have entered into an affiliation agreement with the Association. The terms and conditions of the affiliation agreement are those approved by the annual general meeting at any given time.

Rights Holders who are copyright holders shall have received settlements amounting to at least SEK 200 from the Association for a minimum period of three consecutive years prior to the application of membership, for transmission to the general public, public performance, copying (mechanical reproduction) or distribution of the work to the general public.

Rights Holders who are music publishers, or natural persons/legal entities engaging in operations comparable with music publishing, shall have received settlements from the Association for a minimum period of three consecutive years prior to the application of membership, amounting at least to the amount constituting the Swedish Tax Agency's applicable lower limit for VAT registration, for transmission to the general public, public performance, copying (mechanical reproduction) or distribution of the work to the general public.

10 §
Members accepted to the Association retain their membership regardless of the future scope of the granting of rights or future annual settlement.

11 §
A member can only belong to one Rights Holder category of the categories represented by the Association at any given time. A natural person can thus never attain membership as both a copyright holder and a music publisher.

12 §
Applications for membership shall be submitted using the application form applicable at the time of application (membership application) and shall be personally signed by the applicant and witnessed. The Board considers membership applications at the subsequent Board meeting.

13 §
If the Board approves the application, the applicant attains membership of the Association and is listed in the Association's membership register.

Contributions

14 §
Each contribution in the Association shall be SEK 10. Members may not represent more than one contribution in the Association. The contribution is paid for by means of a SEK 10 deduction from the first settlement received by the Affiliate Rights Holders following acceptance as a member by the Board.

Liability for the Association's obligations

15 §
Pursuant to the stipulations of the Economic Associations Act, in the wording applicable at any given time, the Association bears the liability for its obligations only as these can be covered by the Association's assets, including overdue contributions.

Termination of membership

16 §
Members are entitled to terminate their membership in the Association. Termination is to take place using the termination form applicable at any given time. The termination form is to be addressed to the Board and shall be personally signed by the member and witnessed.

The termination of membership in the Association does not affect the management assignment assigned to the Association. A notification of termination of the management assignment must be provided separately.

17 §
The beneficiary of a member's estate through inheritance, division or testament is not automatically entitled to membership in place of the deceased. However, the management assignment previously assigned remains in effect until otherwise agreed.

18 §
If a member terminates, in its entirety, a management assignment assigned to the Association, this will automatically entail the termination of membership in the Association.

Expulsion

19 §
Members found to have breached these statutes, their affiliation agreement, or specific regulations issued by the annual general meeting or the Board and applicable at any given time, or who cause damage to the Association or impinge on the Association's operations, interests or objectives, or whose actions otherwise imply disloyalty to the Association can be expelled.

20 §
Potential expulsions of members from the Association are decided on by the annual general meeting. Expulsions are validated only when the decision is ratified by at least three quarters of the voters present.

Resignation

21 §
Unless otherwise prescribed by law, resignation from the Association takes effect at the end of the financial year falling, at the earliest, one month after the member terminates their membership, is expelled, or another circumstance causing the resignation, occurs.

22 §
In conjunction with their resignation, a member is entitled to the return of their membership contribution of SEK 10, subject to the limitations stipulated in the Economic Associations Act. The contribution is returned by means of an addition of the amount to the settlement immediately following the resignation.

23 §
Members leaving the Association through expulsion are not entitled to the return of their membership contribution of SEK 10.

Loss of the right to participate in decisions

24 §
A member who has been expelled or who has terminated their membership renounces the right to participate in deliberations and decisions regarding the affairs of the Association, with immediate effect.

Composition of the Board and appointment of Board members

25 §
The Board shall consist of nine ordinary members and eight deputy members, of which two ordinary members and deputy members, respectively, shall be active in the Swedish Society of Composers (Föreningen Svenska Tonsättare, "FST"), two ordinary members and deputy members, respectively, shall be active in SKAP - The Swedish Society of Songwriters, Composers and Authors ("SKAP"), two ordinary members and deputy members, respectively, shall be active in Musikförläggarna SMFF ekonomisk förening u p a ("Musikförläggarna"), and three ordinary members and two deputy members shall be independent. The Board is this composed in such a manner that the Rights Holders on whose behalf the Association acts are reasonably and fairly represented. One of the three independent Board members is elected as Chairman of the Board.

The term 'active' in this context implies that the member or deputy member, at the time of their nomination, participates in and exercises influence over FST's, SKAP's or Musikförläggarna's operations and/or the Association's operations, by means of employment or a position on the Board/in a committee in FST, SKAP or Musikförläggarna, or through another assignment or directive allocated by one of the Boards of FST, SKAP or Musikförläggarna. Active board members or deputy members are not required to hold membership of FST, SKAP, Musikförläggarna or the Association.

The term 'independent' in this context implies that the member or deputy member is assessed as independent in relation to the Association. An independent Board member or deputy member may not be 'active' as defined in the preceding paragraph. Independent Board members or deputy members are entitled to hold membership of FST, SKAP, Musikförläggarna or the Association.

Employee representatives are entitled to appoint Board members (Employee members) and deputy members pursuant to the Board Representation (Private Sector Employees) Act.

26 §
In the event of an election between different candidates for a position as Board member or deputy member, the meeting shall always first decide whether the nomination committee's proposal can be adopted in its entirety. Should the meeting decide that the nomination committee's proposal cannot be adopted in its entirety, the matter will be put to the meeting as to whether the nomination committee's proposal for Board members and deputy members who are active in FST, SKAP and Musikförläggarna can be adopted in its entirety. If the meeting adopts these parts of the nomination committee's proposal, the matter will then be put to the meeting as to whether the nomination committee's proposal for independent Board members and independent deputy members can be adopted. If the meeting does not adopt these parts of the nomination committee's proposal, all nominated candidates for the positions of independent Board members and independent deputy members will be put to the vote in an election.

If the meeting rejects the nomination committee's proposal for Board members and deputy members who are active in FST, SKAP and Musikförläggarna in its entirety, the matter will then be put to the meeting as to whether the nomination committee's separate proposals for Board members and deputy members who are active in FST, SKAP and Musikförläggarna can be adopted individually. If the meeting does not adopt the nomination committee's separate proposals for Board members and deputy members who are active in FST, SKAP and Musikförläggarna, an election between different candidates shall take place in the same manner as for independent Board members as described above. The elections shall be carried out such that the nominated candidates for FST are put to the vote against each other, the nominated candidates for SKAP are put to the vote against each other, and the nominated candidates for Musikförläggarna are put to the vote against each other. These elections shall take place prior to any votes for the independent Board members and independent deputy members.

The winner of these elections is the candidate who receives the most votes. In the event that the candidates receive the same number of votes, the election is decided via the drawing of lots, unless the meeting has resolved prior to the election that a new vote is to take place in the event of a draw.

27 §
Board members and deputy members are appointed by the annual general meeting of the Association for the period ending in conjunction with the ordinary annual general meeting held during the second year after the election, although the mandate period for Board members is to be arranged such that five and four Board members, respectively, are replaced in alternating years.

In conjunction with the election of a deputy member, the meeting shall determine whether the deputy member is the first or second deputy for the category of Board membership to which the deputy belongs. Deputy members replace ordinary members within the category to which the deputy belongs in the order determined by the meeting.

There is no deputy member for the independent Board member appointed as Chairman of the Board.

28 §
The Board appoints a first and second deputy Chairman from among its members. In addition, the Board appoints a secretary, either from among its members or externally.

29 §
The Board is considered competent to make decisions when the number of members appointed by the meeting and in attendance exceeds half of the total number of Board members.

30 §
All Board members and deputy members are entitled, for the duration of their mandate period and without the requirement to fulfil the conditions stipulated in 9 §, to become members of the Association. This membership is immediately relinquished in conjunction with the conclusion of the mandate period.

Duties of the Board

31 §
The Board shall continuously evaluate whether the individuals charged with managing the operations of the Association fulfil their obligations, and shall decide on matters delegated to it via resolutions made by the annual general meeting. The obligations of the Board are described in detail in the formal work plan for the Board. The Board is not permitted to engage in the ongoing management of the Association's affairs.

32 §
Through the annual general meeting's adoption of these statutes, the Board has been delegated the right, with the restrictions pursuant to the Collective Management of Copyright Act (2016:977), Chapter 5, Article 6, paragraph 2, to make decisions regarding risk management strategies, approvals of acquisitions, sales and mortgaging of real estate, approvals of mergers and alliances, formations of subsidiaries and acquisitions of companies, shares or rights in companies, and approvals of borrowing, lending and pledging of assets.

Chief Executive Officer

33 §
The Board appoints a CEO to engage in the ongoing management of the Association's affairs.

Signing for the Association

34 §
The Board represents and signs for the Association. The Association can also be signed for by another party or other parties assigned by the Board.

Auditors

33 §
The annual general meeting each year appoints two auditors, with two deputy auditors, to review the management of the Association by the Board and the financial statements of the Association, to fulfil this role until the conclusion of the subsequent annual general meeting. At least one of these auditors and one of these deputy auditors, respectively, must be an authorised public accountant.

Financial statements

36 §
The Association's financial year is the calendar year. The annual report and other financial statements shall be submitted to the auditors for review by no later than 1 April, upon which basis the auditors shall submit an auditor's report by no later than 1 May.

Annual general meeting

37 §
The annual general meeting is opened by the Chairman of the Board or, if the Chairman is not in attendance, the attendee appointed by the Board, after which the voting list is drawn up and presented for approval. Following this, the voting members in attendance vote in the Chairman and secretary for the meeting.

38 §
Members exercise their right to decide on the Association's affairs at the annual general meeting. Members have the right to attend, to express their opinions and to vote at the annual general meeting, unless the member in question has terminated their membership in the Association or been expelled prior to the meeting. Each member is entitled to one vote.

39 §
A member who is a natural person and who is unable to attend the annual general meeting is entitled to exercise their rights at the meeting by proxy, on the condition that said proxy is provided with a power of attorney. The power of attorney shall clearly state which meeting it is intended to be valid for and is only valid for that specific meeting. The power of attorney shall be provided to a specific person and shall be dated and signed by the member and two witnesses. The requirement for the signature of two witnesses is not applicable for a power of attorney signed via electronic signature.

40 §
A member which is a legal entity is represented at the annual general meeting by its legal representative (Board to the extent considered competent to make decisions, CEO or authorised signatory). In the event that the member's legal representative is unable to attend the annual general meeting, the member is entitled to exercise their rights at the meeting by proxy, on the condition that said proxy is provided with a power of attorney. The power of attorney shall clearly state which meeting it is intended to be valid for and is only valid for that specific meeting. The power of attorney shall be provided to a specific person and shall be dated and signed by the legal representative and two witnesses. The requirement for the signature of two witnesses is not applicable for a power of attorney signed via electronic signature.

41 §
Prior to participation in the annual general meeting, members should register their, or their proxy's, attendance, as well as the attendance of any assistants, at the latest two weeks before the annual general meeting is due to be held. Any power of attorney should be submitted in conjunction with this registration.

Should a member wish to participate and vote electronically, this should be reported to the Association at the latest two weeks before the annual general meeting is due to be held, or immediately in the event that the notice of the annual general meeting is provided less than two weeks prior to the annual general meeting.

42 §
A proxy is not entitled to represent more than three members at one and the same meeting. A person belonging to a different category of members or who, for any reason, has a different interest in the Association than a member, may not serve as proxy for that member. Nor may a proxy represent multiple members with conflicting interests or who belong to different categories of member.

43 §
Members have the right to have a motion heard at the annual general meeting. For a motion to be heard at the annual general meeting, it must be submitted in writing and have been received by the Board at the latest seven weeks prior to the meeting. Requests for motions received after this date will not be heard unless the Board specifically resolves to do so.

The Board shall present a written opinion on the motion to the annual general meeting. Motions, together with the Board's opinion and the Board's own propositions shall be made available to members together with other documentation relating to the annual general meeting in accordance with 50-51 §.

Nomination procedure.

44 §
All members are entitled to nominate persons for a position on the Board. Nominations shall be submitted in writing and include the information required to enable the nomination committee to ascertain whether the candidate fulfils the criteria for electability as a Board member or deputy Board member in the Association, and must have been received by the nomination committee by no later than 1 January. After this date and until the annual general meeting is held, only the meeting's nomination committee is entitled to nominate candidates.

Only those nominations for persons meeting the requirements presented in 25 §, and who have accepted the nomination, shall be considered by the nomination committee and presented as available for election at the meeting.

45 §
Each member is also entitled to nominate persons to serve on the nomination committee or on STIM's council for the promotion of musical proliferation and copyright. Nominations shall be submitted in writing and include the information required to enable the nomination committee to ascertain whether the candidate fulfils the criteria for electability as a member or deputy member of the nomination committee or STIM's council for the promotion of musical proliferation and copyright, and must have been received by the nomination committee by no later than 1 January. After this date and until the annual general meeting is held, only the meeting's nomination committee is entitled to nominate candidates.

Only those nominations for persons meeting the requirements presented in 53 § and 59 §, and who have accepted the nomination, shall be considered by the nomination committee and presented as available for election at the meeting.

46 §
The nomination committee's proposals for Board members, for STIM's council for the promotion of musical proliferation and copyright and for the nomination committee shall be made available to the members on the Association's website or other manner deemed appropriate at the latest four weeks prior to the meeting, and shall be distributed to the members in conjunction with the notice of the meeting. Other electable nominees shall be made available to the members in a similar manner.

47 §
Voting at the annual general meeting takes place through an open ballot, unless the meeting resolves that the voting shall take place through a secret ballot. In the event of an election between different candidates, the voting shall take place through a secret ballot if so requested by any of the candidates.

Annual general meeting

48 §
The annual general meeting shall be held each year before the end of May. The meeting shall be held in Stockholm or in another location temporarily designated by the Board.

Matters to be addressed at the annual general meeting

49 §
The annual financial statements and auditor's report shall be presented at the annual general meeting. In addition to any other matters referred to the meeting for resolution, the following matters shall be addressed:

  1. preparation and adoption of the voting list;
  2. appointment of chairman and secretary for the meeting;
  3. appointment of two attendees to verify the minutes and two attendees to count the votes;
  4. resolution as to whether the meeting has been properly convened;
  5. adoption of agenda and rules of procedure;
  6. presentation of the Board's annual report, administration report, income statement and balance sheet for the preceding financial year (including consolidated income statement and consolidated balance sheet);
  7. presentation of the auditor's report;
  8. resolution on the adoption of the income statement and balance sheet (including consolidated income statement and consolidated balance sheet);
  9. resolution on the appropriation of the Association's profit or loss according to the adopted balance sheet;
  10. resolution on the approval of the annual insight report;
  11. presentation of the operating plan and budget for the current financial year;
  12. reporting of interests and remuneration for the Association's executive management;
  13. reporting of the Board's supervising and how the Board, as supervisory organ, has exercised its decision-making right;
  14. consideration of and resolutions on propositions;
  15. consideration of and resolutions on motions;
  16. resolution on discharge from liability for the Board members and CEO;
  17. election and removal of members and deputy members of the Board and election of Chairman of the Board;
  18. appointment of two auditors and deputy auditors;
  19. election of members and deputy members of STIM's council for the promotion of musical proliferation and copyright;
  20. reporting of instructions for STIM's council for the promotion of musical proliferation and copyright;
  21. election of members of the nomination committee;
  22. resolutions on fees to Board members, deputy members, auditors, deputy auditors, members and deputy members of STIM's council for the promotion of musical proliferation and copyright, members of and nomination committee and members of other committees and councils;
  23. other matters;
  24. closing of the meeting.

Notice, communication and documentation relating to the annual general meeting

50 §
Notice of the annual general meeting is provided at the earliest four weeks and at the latest two weeks prior to the meeting, while notice of an extraordinary general meeting is provided at the earliest four weeks and at the latest two weeks prior to the meeting.

51 §
Notice is provided and other information communicated to members through information posted on the Association's website or is sent to members via email. In the event that a member's email address is not known, notice is provided via mail to the member at the address listed in the member register.

52 §
The notice shall include a proposed agenda stating all the matters to be addressed by the meeting. If a proposal has been made for amendments to the statues or another matter of significance for the Association and its members, this shall be stated. The notice shall also include information regarding when and where the documentation relating to the general meeting will be available to the members.

Nomination committee

53 §
The Association shall have a nomination committee comprised of five members, elected at the annual general meeting for the period ending in conjunction with the conclusion of the subsequent annual general meeting. FST, SKAP and Musikförläggarna shall each nominate a member to the nomination committee. In addition, two independent members shall be nominated, with nominations open to all members of the Association.

The implications of the term 'independent' are described in 25 §. Detailed regulations regarding the criteria for members of the nomination committee are presented in the nomination committee's formal work plan.

The election of members to the nomination committee shall be carried out in such a manner that the meeting resolves whether the proposal for the nomination committee can be adopted. In the event that the meeting does not adopt the proposal, it shall be put to the meeting whether the three candidates nominated by FST, SKAP and Musikförläggarna can be approved. Should the meeting approve of the nominated candidates, it shall be put to the meeting whether the two nominated independent candidates can be approved. Should these nominated independent candidates not be approved, all nominated candidates for the positions of independent members of the nomination committee shall be put to the vote in an election.

Should the meeting reject any of the candidates nominated by FST, SKAP or Musikförläggarna, these parties are entitled to nominate a second candidate.

The winner of these elections is the candidate who receives the most votes. In the event that the candidates receive the same number of votes, the election is decided via the drawing of lots, unless the meeting has resolved prior to the election that a new vote is to take place in the event of a draw.

54 §
The nomination committee shall have its initial meeting following election immediately after the general meeting. The chairman and secretary of the nomination committee are appointed at this meeting.

55 §
The nomination committee is tasked with, prior to the general meeting, preparing supporting documentation and proposals for resolutions on the appointment of:

Attendees to verify the minutes at the general meeting

Members and deputy members of the Board and the Chairman of the Board

Auditors and deputies

Members and deputy members of STIM's council for the promotion of musical proliferation and copyright

Members of the nomination committee

The nomination committee shall also prepare supporting documentation and proposals for resolutions on fees to the Association's Board members and deputy members, members and deputy members of STIM's council for the promotion of musical proliferation and copyright, members of the nomination committee, members of the Association's other committees and councils, Board members in the Association's subsidiaries and elected auditors and deputies.

56 §
The formal work plan for the nomination committee is established by the general meeting on the basis of a proposal from the Board and is applicable until invalidated through a resolution by the meeting.