Conditions for admission of a new member

ARTICLE 1.

Following a motion put by the Chairman and included on the order of business, the Board of Directors shall examine any applications for inclusion as a new member of SESAM.

The Board shall make a decision on applications for membership having regard, in particular, to the importance of the repertoire of works which the applicant would contribute to SESAM. For this purpose, the applicant will provide the Chairman of the Board of Directors with a file presenting information proving the significance of the repertoire in question.

After approval is given to adhere to the company's by-laws, the applicant shall execute a deed setting out acceptance of the by-laws and the present general regulations and provide the Chairman of the Board of Directors with a summary of the repertoire administered.

ARTICLE 2.

In accordance with Article 33 of the SESAM by-laws, membership shall take effect from the date of the decision of the company in Extraordinary General Meeting.

If, unless for a valid reason accepted by the Board of Directors, an applicant having received approval to accede to the by-laws fails to execute the legal instrument accepting membership within the one month time period referred to above, the approval issued shall become void and a new application must be presented to the Board of Directors.

The comittees

ARTICLE 3.

In accordance with Article 10 of the by-laws, the following committees are hereby founded for the purposes of the company, covering the different works liable to be used in a multimedia program as defined in Article 6 of the by-laws:

• Committee on Texts (written, spoken)
• Committee on Motion Pictures
• Committee on Still Images
• Committee on Musical Works
  

ARTICLE 4.

Specifically, the meaning of texts for the purposes of the present regulations shall include any work of the mind such as books, pamphlets or other literary, artistic and scientific writing. In particular, this includes any spoken text and commentaries, interviews, conferences, addresses, sermons, pleadings or other similar works mentioned in Article L.112-2, Subsections 1 and 2 of the Intellectual Property Code (Code de la propriété intellectuelle).

ARTICLE 5.

Specifically, the meaning of musical works for the purposes of the present regulations shall include any work of the mind such as musical compositions, with or without lyrics and, more generally, any sound creation capable of attracting copyright protection.

ARTICLE 6.

Specifically, the meaning of motion pictures for the purposes of the present regulations shall include any work of the mind such as audio-visual works falling within the definition contained in Article L.112-2, Subsection 6 of the Intellectual Property Code and animated works expressed using any film, video or computer-based process.

ARTICLE 7.

Specifically, the meaning of still images for the purposes of the present regulations shall include any work of the mind such as drawings, painting, graphic or typographic works, architecture, sculpture, engraving, photography and other works created using techniques similar to photography.

ARTICLE 8.

The Board of Directors shall decide on the committee(s) to which the new member shall belong having regard to the repertoire of the said member.

Obligations of members

ARTICLE 9.

Every member of SESAM must sign a deed of accession to the company's by-laws. By virtue of this deed of accession, the member agrees in particular to comply with the by-laws and present general regulations and confirms that it is familiar with the contents thereof.

Specifically, compliance with the by-laws and general regulations involves accepting personal responsibility and, where applicable, responsibility on behalf of its members, for the following obligations:

• To refrain from entering into any agreement assigning in favor of any party rights which the member has already granted to SESAM;
• To comply, within the framework of the by-laws and general regulations, with the decisions of the Board of Directors;
• To take responsibility for providing SESAM with information on all the works under its control;
• To indemnify and hold SESAM harmless against any claims brought by third parties arising upon issuance of authorizations for the works in question.
  

ARTICLE 10.

Pursuant to Article 14 of the by-laws, each member undertakes to provide SESAM in electronic format with the information required to identify the works and prove their inclusion in the repertoires under its control.
The technical procedures shall be defined by a working group comprising technical personnel appointed by each member. Initially, this working group shall draw up a specifications sheet, which can then be adapted subsequently for any future changes or requirements.

In addition, a representative responsible for documentation shall be nominated by each member, in order to respond promptly to any queries from SESAM.

In the event of any problems arising, in particular, from a claim by a rights-holder following the issuance of an authorization, claims from third parties or any other legal action, the member(s) in question shall be required to provide SESAM at its request with all documents proving that they hold or legally represent the rights for the work which is the subject of the authorization.

Pursuant to Article 13-3 of the by-laws, upon being granted membership each member is required to disclose those of its works over which it has previously granted rights to a third party. The new member undertakes to contribute said works to the Repertoire managed by SESAM upon expiration of the agreements in question and, for this purpose, shall give notice to SESAM of the date on which said works shall be included in the company's repertoire.

More generally, the new member undertakes to refrain from doing or initiating any act which might harm the material or non-material interests of the company or its members.

ARTICLE 11.

Without prejudice to the other provisions of the by-laws and general regulations, the Board of Directors may resolve, subject to the conditions specified in Article 25 of the by-laws, with respect to any member who has breached the obligations specified in Article 10 above, or caused damage of any sort whatsoever to the material or non-material interests of SESAM, to impose penalties, including in particular fines, upon the member in question.

Collection - Distribution

ARTICLE 12.

Pursuant to Articles 18, 24 and 25 of the by-laws, the Board of Directors is granted full powers to define the procedures for collection and set the amount of fees payable in return for authorizations issued. The Board is also empowered to define the procedures for distribution of the rights collected on behalf of members.

The rights collected by SESAM shall be divided among the company's members based on:

• The programs supplied by producers, network operators or suppliers of content and, more generally, by any other person or legal entity responsible for use of the works;
• The technical means liable to be developed as part of the Electronic Copyright Management System;
• Where there are insurmountable technical barriers, assessments made on the basis of surveys.

SESAM shall be required to provide each member company with all of the information required for prompt and simple distribution of the funds collected for multimedia use of works contained in their repertoires to their respective members.

The Board of Directors shall decide on the sources of information to be taken into account depending on the type of uses in question.

An assessment committee, composed of two members for each member, shall be appointed by the Board of Directors in order to make suggestions, where applicable, on the collection terms to be negotiated with the users of works administered by the company. Said committee shall also make proposals on the terms of distribution based on an assessment of the various repertoires and their multimedia use.

Administration of the company

ARTICLE 13.

The Board of Directors is fully empowered to divide itself into working committees responsible for preparing, in cooperation with the company's administrator and within the areas of responsibility delegated to said committees, any decision-making proposals required for the proper administration of the Company in furtherance of the purpose of the Company. Said proposals shall be submitted for approval to either the Executive Committee, in cases where the powers required to act accordingly have been delegated by the Board of Directors, or to the Board of Directors itself.