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STATUTE

STATUTES OF THE PROFESSIONAL UNION OF CINEMATIC WORK OWNERS – SİNEBİR

Preamble The SİNEBİR Statutes regulate the establishment,duties, revenues, auditing, General Assembly meetings, number and duties of mandatory organs, membership criteria, conditions for resignation and dismissal from membership, relations with individuals and organizations domestically and internationally, the distribution of collected copyright fees and compensations, and other miscellaneous matters of SİNEBİR (Professional Union of Cinematic Work Owners), which was established to manage and monitor the rights granted to cinematic work owners by Law No. 5846 on Intellectual and Artistic Works and the Regulation on Professional Unions in the Field of Copyright, and to collect and distribute the fees to right holders.

PART ONE - GENERAL PROVISIONS

NAME, HEADQUARTERS, AND FIELD OF ACTIVITY OF THE UNION
ARTICLE 1 - Pursuant to Article 42 of Law No. 5846 on Intellectual and Artistic Works, as amended by Law No. 4630, and the provisions of the "Regulation on Professional Unions and Federations of Owners of Intellectual and Artistic Works and Related Right Holders", a professional union named "Professional Union of Cinematic Work Owners (SİNEBİR)" has been established with its headquarters in Istanbul.

The UNION operates in the field of Cinematic Work Owners.

The "Regulation on Professional Unions in the Field of Copyright", published in the Official Gazette No. 31802 dated 07/04/2022 and entering into force, repealed the previous "Regulation on Professional Unions and Federations of Owners of Intellectual and Artistic Works and Related Right Holders". The UNION Statutes have been drafted in accordance with the Regulation on Professional Unions in the Field of Copyright as set forth below.

DEFINITIONS
ARTICLE 2 - In these STATUTES: UNION:Professional Union of Cinematic Work Owners (SİNEBİR), MINISTRY:Republic of Turkey Ministry of Culture and Tourism, LAW:Law No. 5846 on Intellectual and Artistic Works, PROFESSIONAL UNION REGULATION:“Regulation on Professional Unions in the Field of Copyright” published in the Official Gazette No. 31802 dated 07/04/2022 and entering into force, AUTHORIZATION CERTIFICATE REGULATION:“Regulation on the Authorization Certificate to be Granted to Professional Unions” published in the Official Gazette No. 31297 dated 07/11/2020 and entering into force, UNION STATUTES:Statutes of the Professional Union of Cinematic Work Owners (SİNEBİR), MEMBER:Persons who have granted an authorization certificate to the Professional Union of Cinematic Work Owners (SİNEBİR) and whose membership application has been accepted by the Union, AUTHOR:The natural person who created the work, USER:The natural or legal person who performs uses subject to the permission of right holders under the Law and which require payment of fees or compensation to right holders, COPYRIGHT REVENUE:Revenue collected by the UNION on behalf of its members due to the management and monitoring of rights granted by the Law, REPRESENTATION AGREEMENT:Any agreement to which the Professional Union of Cinematic Work Owners (SİNEBİR) is a party and which is signed among Professional Unions, appointing another professional union as an agent for the management of the rights represented by one union, COLLECTIVE RIGHTS MANAGEMENT:The monitoring of copyrights through professional unions, UNION SHARE:The amount deducted, withheld, or offset by SİNEBİR from copyright revenue and any revenue generated from the investment of copyright revenues to cover expenses related to the management of rights, ACCOUNTING PERIOD:A calendar year from January 1st to December 31st.

OBJECTIVE OF THE UNION
ARTICLE 3 – The objective of the UNION is to ensure, on a non-profit basis and in line with the collective rights management and common interests of the UNION members, the management and monitoring of rights pursuant to the LAW, the collection of copyright and compensation fees, and their distribution.

ESTABLISHMENT OF THE UNION
ARTICLE 4 - Based on Article 42 of Law No. 5846, as amended by Law No. 2936, and having fulfilled the conditions stipulated in Article 8 of the "Regulation on Professional Unions and Federations of Owners of Intellectual and Artistic Works" which entered into force upon publication in the Official Gazette No. 19091 dated 28.04.1986 by the Council of Ministers' Decision dated 28.03.1986 and numbered 86/10534, the UNION applied to the MINISTRY and has been continuing its activities under the name PROFESSIONAL UNION OF CINEMATIC WORK OWNERS (SİNEBİR) since 30.10.2006. The headquarters of the UNION is in Istanbul.

LEGAL PERSONALITY
ARTICLE 5 – The UNION acquired legal personality upon submission of its foundation declaration, to which the Statutes drafted in accordance with the Model Statutes prepared by the MINISTRY and approved by the Council of Ministers pursuant to Article 42 of Law No. 5846 (as amended by Law No. 2936) were appended, to the MINISTRY. The UNION Statutes have been redrafted pursuant to the amendments required by the “Regulation on Professional Unions in the Field of Copyright” published in the Official Gazette No. 31802 dated 07/04/2022 and entering into force, and it continues its legal personality pursuant to Article 1 of the Provisional Articles of the “Regulation on Professional Unions in the Field of Copyright”.

REPRESENTATION OF MEMBERS AND MONITORING OF RIGHTS
ARTICLE 6 - The UNION is authorized, in its relations with public institutions and organizations, natural persons, and private law legal entities, to monitor the rights of persons who have become members by granting an authorization certificate to the Union, within the framework of the authorization certificates. The UNION is authorized for all published and disclosed works not reported by the members within the scope of the “Regulation on the Authorization Certificate to be Granted to Professional Unions”. Authors may individually monitor the rights they have not transferred to the Union. The rights granted to authors by the Law cannot be monitored by other unions,associations, or similar organizations within the country except for Professional Unions established pursuant to these Statutes.

DUTIES AND AUTHORITIES OF THE UNION
ARTICLE 7 – The duties and authorities of the UNION are as follows:
a)To conduct its activities according to the principles of efficiency, participation, transparency, and accountability,
b)To manage the rights under fair conditions,
c)To collect and distribute all kinds of fees related to the rights it manages, fairly, transparently, and regularly, in accordance with distribution plans,
d)To create and update the database related to the works concerning the rights it manages and to make it available to interested parties,
e)To create a common database for professional unions operating in the same field,
f)To announce the tariffs and reasons for increases related to the rights it manages, and discounts and payment facilities related to these tariffs, by the end of the ninth month of the relevant year,
g)To take measures to protect the rights it manages, and for this purpose, to resort to administrative, legal, and criminal avenues when necessary,
h)To comply with obligations regarding the protection of personal data,
i)To control the use of its members' works within the scope of collective rights management and to take necessary measures against unauthorized users,
j)To establish administrative and professional relations with public institutions and organizations, natural and private law legal entities domestically and abroad,
k)To make professional publications, open courses related to its field of activity for its members and non-members,
l)To establish social facilities for its members, open clubs, and operate them,
m)To establish aid funds for its members and provide other social services,
n)To cooperate with professional unions in the relevant field,
o)To organize training programs to increase copyright awareness, conduct events, prepare and publish written and visual materials, organize competitions,
p)To organize festivals,
q)To establish and operate economic enterprises.

PART TWO – UNION MEMBERSHIP

RIGHT AND OBLIGATIONS TO BECOME A MEMBER
ARTICLE 8 - Anyone possessing the qualifications set forth in the UNION Statutes may become a member of the UNION. Members have equal rights. No one can be forced to become a member of the UNION or to remain a member. Those who become members of the UNION cannot, pursuant to the Regulation, be members of another Union operating in the same field. Authors may be members of different Unions based on the types of works. Legal entities can become members provided that they are established according to Turkish laws and that they are not production companies and/or broadcasting organizations (). Members are obliged to pay the entrance fee and annual fee determined by the General Assembly. () The membership criterion set by this article covers the non-acceptance of production companies and/or broadcasting organizations that have acquired economic rights through contracts as members. This criterion does not prevent an AUTHOR who also owns and/or is a partner/authorized person in a company engaged in production and/or broadcasting activities from becoming a member of the UNION in the capacity of AUTHOR.

MEMBERSHIP CRITERIA
ARTICLE 9 - To become a member of the Union, the following qualifications are required: a)To be an author, a natural person or a legal entity with the qualifications specified in Article 8, b)To have the capacity to exercise civil rights, c)To be the Author/Right Holder of at least one feature-length film/at least one TV film/at least two short films/TV series/Documentary film/Cinematic work made with animation technique/Animation film or a program considered a cinematographic work that has been broadcast on television, digital platforms, or in cinemas, d)To comply with other criteria set by the General Assembly of the Union.

TYPES OF MEMBERSHIP
ARTICLE 10 - There are two types of membership: "Full Member" and "Ordinary Member". The qualifications and conditions for the types of membership are as follows.

FULL MEMBER
ARTICLE 11 - To become a "Full Member" of the Union, the following qualifications and conditions must be met:
a)To be an author or an economic right holder who is a natural or legal person authorized to use the economic rights of the work through inheritance, acquisition by transfer, or directly,
b)For natural persons, to have the capacity to exercise civil rights, and for legal entities, to be established in accordance with Turkish laws,
c)The member's membership in the Union must have continued uninterrupted for at least 3 (three) years from the date of membership,
d)For natural or legal persons who are not authors but are authorized to use the economic rights of the work through acquisition by transfer or directly; members fulfilling the conditions in subparagraphs (a), (b), and (c) of this article must have received a net copyright payment of at least 500,000.00-TL (Five Hundred Thousand Turkish Liras) at the end of 2 (two) accounting periods as determined by the Statutes. The amount determined above will be re-evaluated within the budget at every General Assembly where budget studies are conducted and submitted for the approval of the General Assembly.New amounts will be put into effect after the budget is approved by the General Assembly. The rights of members who had qualified for"Full Membership" in the Union records before the effective date of these Statutes are reserved, and their membership continues with the status of Full Member. For members who will be newly registered as full members in the Union records according to the qualifications and conditions required for full membership in the Statutes after the effective date of these Statutes,if the income obtained in the last 2 (two) accounting periods, according to the membership type study to be conducted before the second ordinary General Assembly after becoming a full member, falls below the net copyright amount determined for full membership at that time, their membership record will be downgraded from full membership to ordinary membership and recorded in the ledger. For right holders transitioning from another authors'professional union to the Union, if they submit documents proving they were full members of the relevant professional union for the last 2 (two) years at the time of membership application and meet the net copyright income condition determined for full membership at the date of application for transition to the Union; their transition to full membership is realized as of the membership application date. Members who qualify for full membership according to this article may participate in the General Assembly, vote, and be elected to the mandatory organs of the Union under the conditions specified in these Statutes.

ORDINARY MEMBER
ARTICLE 12 - Those who submit the necessary documents for membership application according to these Statutes and do not meet the "Full Member" criteria; a)Authors, b)Persons who did not create the work but are authorized to use the economic rights of the work through inheritance, acquisition by transfer, or directly, being natural or legal persons, c)Those who do not have the capacity to exercise civil rights, on whose behalf guardians or custodians are accepted for membership by the Board of Directors, will be registered as"Ordinary Members" of the Union. In studies conducted by the Union before each ordinary General Assembly meeting, the admission of ordinary members who meet the qualifications and conditions for full membership according to these Statutes to full membership is decided by the Board of Directors. Ordinary members cannot hold office in the mandatory organs of the Union;they may participate in the General Assembly subject to the decision of the Board of Directors, provided they do not vote.

MEMBERSHIP APPLICATION AND ACCEPTANCE
ARTICLE 13 –
a)Right holders apply to the union they wish to join. Applications are decided upon by the Board of Directors and notified in writing to the applicant within sixty days from the date of application. Reasons are stated in rejection decisions.
b)Those who possess the qualifications and criteria foreseen in the Law, this Regulation, and the relevant union statutes, and who grant an authorization certificate, are accepted for membership. The acceptance decision is notified specifying the type of membership.
c)Decisions of the Board of Directors regarding membership acceptance and type of membership can be appealed through judicial means or objected to for re-evaluation by the Board of Directors. The Board of Directors evaluates the objection by obtaining the opinion and recommendation of the Technical-Science Board on the matter and decides.

TERMINATION OF MEMBERSHIP AND LIQUIDATION OF RELATIONS
ARTICLE 14 – Membership ends due to:
a)Death,
b)Resignation from membership,
c)Dismissal from membership,
d)Subsequent loss of the qualifications required for membership,
e)The subject matter of the authorization certificate becoming void,
f)Termination of legal personality. In this case,the membership record is deleted from the ledger by a decision of the Board of Directors, with an explanation provided. The mutual obligations between those whose membership has ended and the UNION are determined within the scope of the validity of the authorization certificate.

RESIGNATION FROM MEMBERSHIP
ARTICLE 15 - Members may request to resign from union membership without showing cause. Membership ends with this application. Provisions regarding the validity of the authorization certificate are reserved.

DISMISSAL FROM MEMBERSHIP
ARTICLE 16 - Members are dismissed from membership by a decision of the Disciplinary Board, in accordance with the Member Discipline Directive. The dismissal decision is notified to the relevant person within seven days via registered return receipt mail. Decisions regarding dismissal from membership can be appealed to the Disciplinary Board within one month or judicial recourse can be sought. Dismissal decisions given within forty-five days before a General Assembly meeting take effect from the business day following the General Assembly meeting.

REPRESENTATION OF MEMBERS AND MONITORING OF RIGHTS
ARTICLE 17 - The UNION manages rights within the framework of the authorization certificate granted by its members or the authority granted by legislation. The UNION is exclusively authorized to monitor the rights subject to the authorization certificate of the right holders. The rights granted to right holders by the Law cannot be monitored by other unions, associations, companies, or similar organizations within the country except for unions established pursuant to this Regulation.

RELATIONS WITH FOREIGN ORGANIZATIONS
ARTICLE 18 - The UNION may engage in international activity or cooperation to realize the objectives stated in the STATUTES, open representative offices abroad, establish a union or umbrella organization abroad, or join unions or organizations established abroad. Protocols and representation agreements resulting from these activities and cooperation are notified to the Ministry.

REPRESENTATION AGREEMENTS
ARTICLE 19 - The UNION cannot discriminate between represented right holders and its own members within the scope of the representation agreement it concludes on matters such as management of rights, tariffs, distributions, and union share. The UNION cannot make deductions from the revenue obtained from the rights it manages under the representation agreement, except for the union share, without the explicit consent of the represented professional union. The organizations with which the UNION has concluded representation agreements are informed at least once a year on the following matters:
a)Revenue accrued and amount paid for each right category and type of use related to the rights they manage under a representation agreement by the professional union, and revenues accrued but not paid.
b)Deducted union share.
c)Deductions made other than the union share.
d)Information on contracts made or rejected within the scope of the representation agreement.
e)Decisions related to the management of rights taken by the General Assembly.

PART THREE - UNION ORGANS AND BRANCHES

UNION ORGANS
ARTICLE 20 – The mandatory organs of the UNION are:
a)General Assembly
b)Board of Directors
c)Auditing Board
d)Technical-Science Board
e)Disciplinary Board Optional organs may be established by a decision of the General Assembly,according to the needs of the UNION, by an election to be held in the General Assembly, and by determining the number and criteria of principal and substitute members of the optional organ in the General Assembly. However, the duties, authorities, and responsibilities of the mandatory organs cannot be transferred to these organs.

GENERAL ASSEMBLY
ARTICLE 21 - The General Assembly consists of the full members of the Professional Union. The General Assembly is the most authorized decision-making body of the union. The General Assembly meets once every 2 years, at the latest in December. The day, time, place, agenda of the meeting, and a list of members entitled to attend the meeting are notified at least 15 days in advance in writing or by sending an SMS to the email address or contact number, informing them of the meeting day and time.

DUTIES AND AUTHORITIES OF THE GENERAL ASSEMBLY
ARTICLE 22 - The duties and authorities of the General Assembly are as follows: a)To elect the principal and substitute members of the Board of Directors, Auditing Board, Technical-Science Board, Disciplinary Board, and optional organs to serve until the next ordinary General Assembly,
b)To decide to establish a federation, to join a federation, and to elect representatives to attend the Federation General Assembly,
c)To discuss and decide on the budget draft,
d)To examine and decide on reports foreseen by the Boards,
e)To examine and discharge the accounts of the Board of Directors,
f)To decide on the opening or closing of branches,
g)To decide on the investment policy regarding copyright revenues and compensations and revenue obtained from investments made with these revenues,
h)To determine the Union share to be deducted from copyright revenues and compensations and revenue obtained from investments made with these revenues, and deductions for cultural and social purposes, at a reasonable rate,
i)To decide on the Documentation and Distribution directive and other directive proposals,
j)To authorize the Board of Directors for the purchase and sale of immovable property and establishment of real rights on them,
k)To decide on amendments to the Union statutes and directive proposals,
l)To determine the amount of entrance fees and annual fees and the Union share to be taken from fees and compensations to be collected,
m)To determine the fees to be given to the chairs and members of the mandatory organs of the Union,
n)To approve the decision for the Union to establish companies related to its purpose and field of activity and to become a partner in established companies,
o)To decide on the risk management policy,
p)To approve the Union's borrowing, lending, or providing collateral for borrowed loans,
q)To discuss and decide on matters the Board of Directors requests to be examined in the General Assembly,
r)To determine criteria regarding membership qualifications,
s)To perform other duties granted by legislation and the Union Statutes, The Auditing Board may be authorized by the General Assembly on the matters listed in paragraphs(j), (n), (o), and (p) of the first clause.

CONVENING OF THE GENERAL ASSEMBLY
ARTICLE 23 - The Ordinary General Assembly meets once every two years, at the latest in December, upon the call of the Board of Directors. The General Assembly is called for an extraordinary meeting by the Board of Directors within thirty days from the receipt of the written application, in cases deemed necessary by the Board of Directors or the Auditing Board (in accordance with the Auditing Directive), or upon the written application of one-fifth of the members entitled to vote in the General Assembly. If the Board of Directors does not call the General Assembly for an extraordinary meeting within thirty days from the date of receipt of the written request, despite the written request of the Auditing Board or one-fifth of the members entitled to vote in the General Assembly, the Ministry, upon the application of the Auditing Board or the members requesting the meeting, shall assign a number of members entitled to vote in the General Assembly equal to the number of members of the Board of Directors to call the General Assembly for an extraordinary meeting.

PROCEDURE FOR CONVENING THE GENERAL ASSEMBLY
ARTICLE 24 - The Board of Directors prepares a list of members entitled to participate in the General Assembly according to the UNION statutes. Members entitled to participate in the General Assembly are called to the meeting at least fifteen days in advance, in writing, by a notice specifying the day, time, place, agenda of the meeting, and a list of members entitled to attend, or by sending a message to the email address or contact number notified by the member. This call shall also specify the day, time, and place of the second meeting should the first meeting fail to be held due to lack of quorum. The period between the first and second meetings shall be at least seven days and at most sixty days. The place, day, time, and agenda of the meeting are notified to the Ministry in writing at least fifteen days before the meeting day. The list of members attending the meeting is appended to this notification.

QUORUM FOR MEETING AND DECISION-MAKING OF THE GENERAL ASSEMBLY
ARTICLE 25 - The General Assembly convenes with the attendance of more than half of the total number of members entitled to attend. If the quorum is not met in the first meeting, a quorum is not sought in the second meeting. However, for the second meeting to be held, the number of attending members must not be less than twice the total number of principal members of the Board of Directors, Auditing Board, Technical-Science Board, and Disciplinary Board. General Assembly members may vote by proxy with a notarized power of attorney given to another member. Each member can only hold one proxy. Members of the Board of Directors and Auditing Board cannot be represented by proxy in the General Assembly. Members of the Board of Directors and Auditing Board cannot represent another member by proxy either. Decisions of the General Assembly are taken by the majority vote of the votes present at the meeting. Each member has one vote. However, decisions regarding statute amendments and the dissolution of the union require a two-thirds majority of the votes present.

PROCEDURE FOR GENERAL ASSEMBLY MEETINGS
ARTICLE 26 - The list of members entitled to attend the General Assembly is kept available at the meeting place. The identity documents issued by official authorities of the members entering the meeting place are checked by the members of the Board of Directors or officers assigned by the Board of Directors. Members enter the meeting place by signing next to their names on the list prepared by the Board of Directors. Those who do not show an identity document, those who do not sign the specified list, and members not entitled to attend the General Assembly are not admitted to the meeting place. Members not entitled to vote and persons deemed appropriate by the Union may observe the General Assembly meeting in a separate section. If the meeting quorum is met, this is recorded in a minutes, and the meeting is opened by the President of the Board of Directors or one of the Board of Directors members he assigns. If the meeting quorum is not met, a minutes is prepared by the Board of Directors. After the opening, a chairperson, a vice chairperson, and a secretary are elected to manage the meeting, forming the bureau. In elections for the Union organs, members voting must show their identification to the bureau or its authorized persons and sign next to their names on the attendance list. The management and security of the meeting are the responsibility of the bureau chairperson. Only items on the agenda are discussed in the General Assembly meeting. However, it is mandatory to include items requested in writing by at least one-tenth of the votes present at the meeting. The General Assembly concludes with the discussion and decision on the agenda items. After the Union's draft budget is accepted in the General Assembly, if a decision is taken that increases expenditure or decreases revenue, the draft budget is revised accordingly and voted on again in the General Assembly. The matters discussed and decisions taken at the meeting are recorded in a minutes and signed jointly by the bureau chairperson, vice chairperson, and secretary. At the end of the meeting, the minutes and other documents are delivered to the President of the Board of Directors. The President of the Board of Directors is responsible for safeguarding these documents and delivering them to the newly elected Board of Directors within seven days. General Assembly meetings may be held electronically within the framework of procedures and principles determined by the Ministry.

GENERAL ASSEMBLY RESULT NOTIFICATION
ARTICLE 27 - Within fifteen days after the General Assembly is held, the following information and documents are submitted to the Ministry:
a)The GENERAL ASSEMBLY RESULT NOTIFICATION form contained in ANNEX-1 of these STATUTES, duly filled out to include the principal and substitute members elected to the Union organs.
b)Copies of the General Assembly decisions.
c)If amendments are made to the statutes during the General Assembly meeting; the old and new versions of the amended articles, and the final version of the union statutes, each page signed by the absolute majority of the Board of Directors members. The General Assembly result notification is also submitted to the local administrative authority within the same period.General Assembly result notifications may also be made by a Board of Directors member authorized by the Board of Directors. The President of the Board of Directors is responsible for the failure to make the necessary notifications in the manner specified in this article.

BOARD OF DIRECTORS
ARTICLE 28 - The Board of Directors consists of at least seven members elected from among the full members by the General Assembly for a term of two years. Additionally, a number of substitute members equal to the number of principal members are elected. The Board of Directors elects a President, a Vice President, and a Treasurer from among the principal members within seven days following the election. The Board meets at least once a month upon the call of the President,or in his absence, the Vice President.

QUORUM FOR MEETING AND DECISION-MAKING OF THE BOARD OF DIRECTORS
ARTICLE 29 - The Board of Directors convenes with the absolute majority of its members. Decisions are taken by the absolute majority of the full membership. The membership of a member who fails to attend three consecutive meetings without excuse is terminated.

DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
ARTICLE 30 - The duties and authorities of the Board of Directors are as follows:
a)To protect the common interests of the members,
b)To carry out necessary work for the management and monitoring of the members' rights and to resort to all kinds of judicial, administrative, and enforcement avenues in case of infringement of the members' rights,
c)To ensure that the Union's resources are obtained and used effectively, economically, and efficiently,
d)To appoint, supervise, dismiss the Secretary General and personnel to work at the headquarters and branches, and to determine procedures and principles regarding their personnel affairs, salaries, social rights, working conditions, etc.,
e)To prepare the budget and present it to the General Assembly,
f)To prepare proposals for amendments to the Union Statutes and present them to the General Assembly,
g)To prepare directives regarding the working and functioning of the Union and present them to the General Assembly,
h)To determine the Union share to be deducted from compensations and copyright fees to be collected by the Union and present it to the General Assembly,
i)To prepare tariffs,
j)To decide on membership applications,
k)To prepare model contracts necessary for the rights the Union will monitor, and model contracts for authors to use with relevant parties to assist them,
l)To send copies of General Assembly decisions and Auditing Board reports to the Ministry within fifteen days following their submission to the Board,
m)To have the financial information in the annual transparency report and the accounts of the Union certified by a sworn financial advisor,
n)To determine the General Assembly agenda and make the information and documents subject to the agenda available to the members at least fifteen days before the General Assembly meeting,
o)To decide on opening representative offices,
p)To decide on the Union's participation in international organizations with the same purpose or cooperation with them,
q)To conduct the process of cooperation and communication with the Ministry on matters related to the founding objectives,
r)To take decisions on the Union establishing companies related to its purpose and field of activity and becoming a partner in established companies, and to submit them for approval,
s)To take decisions on the purchase and sale of immovable property and establishment of real rights on them, and to submit them for approval,
t)To decide on the Union borrowing, lending, or providing collateral for borrowed loans, and to submit it for approval,
u)To determine the union representatives who will serve on the commission to be established pursuant to Article 81 of the Law,
v)To perform other tasks assigned by legislation and the Union statutes.

REPRESENTATION OF THE UNION
ARTICLE 31 – The Board of Directors is the executive and representative body of the union and performs this duty in accordance with legislation and the union statutes. The Union is represented by the President of the Board of Directors. The power of representation may be delegated, when necessary by the Board of Directors, to one of its members, the secretary general, or a third party.

AUDITING BOARD
ARTICLE 32 - The Auditing Board consists of at least three members elected by secret ballot from among the full members by the General Assembly for a term of two years. Additionally, a number of substitute members equal to the number of principal members are elected. The Auditing Board elects a chairperson from among the principal members within seven days following the election.

DUTIES OF THE AUDITING BOARD
ARTICLE 33 - The Auditing Board audits the following, at least once a year, in accordance with the Auditing Board Directive adopted by the General Assembly:
a)Whether the transactions of the Board of Directors comply with legislation and the union statutes,
b)Whether the books, accounts, and records of the Union are kept in accordance with legislation and the union statutes,
c)Whether studies are being conducted to increase copyright revenues,
d)Whether the Union's expenditures comply with legislation and the purpose of the union. It presents the audit results,containing information, documents, and evaluations on these matters, in a report to the Board of Directors and to the General Assembly when it convenes. Upon the request of the Auditing Board members, it is mandatory for the union officials to show or provide all kinds of information, documents, and records, and to fulfill the request to enter the management places, establishments, and annexes.

TECHNICAL-SCIENCE BOARD
ARTICLE 34 – The Technical-Science Board consists of at least three members elected from among the full members by the General Assembly for a term of two years. Additionally, a number of substitute members equal to the number of principal members are elected. The Technical-Science Board elects a chairperson from among its principal members within seven days following the election.

DUTIES OF THE TECHNICAL-SCIENCE BOARD
ARTICLE 35 – The Technical-Science Board is tasked with conducting examination and research on matters within the expertise of the Professional Union in accordance with the Technical-Science Board Directive adopted by the General Assembly, making proposals to the relevant boards, preparing reports on matters requested by the Board of Directors for examination, and providing one copy to the Board of Directors and one copy to the Auditing Board. If deemed necessary by the board chairperson or the board, representatives of institutions and organizations or individuals related to the subject may be invited to board meetings to obtain their information and opinions.

DISCIPLINARY BOARD
ARTICLE 36 - The Disciplinary Board consists of at least three members elected from among the full members by the General Assembly for a term of two years. Additionally, a number of substitute members equal to the number of principal members are elected. The Disciplinary Board elects a chairperson from among its principal members within seven days following the election.

DUTIES OF THE DISCIPLINARY BOARD AND DISCIPLINE DIRECTIVE
ARTICLE 37 - The Disciplinary Board is tasked with implementing the discipline directive. The discipline directive is prepared by the Disciplinary Board. It is examined by the Board of Directors and adopted by the General Assembly. The Disciplinary Board conducts disciplinary investigations ex officio or upon the request of the Board of Directors and issues disciplinary penalties foreseen in the discipline directive and decisions regarding dismissal from membership. Judicial recourse is available against Disciplinary Board decisions.

QUORUM FOR MEETING AND DECISION-MAKING OF MANDATORY ORGANS
ARTICLE 38 - The Board of Directors, Auditing Board, Disciplinary Board, and Technical-Science Boards convene with at least the absolute majority of the full membership and decide by the absolute majority of the members attending the meeting. The membership of members who fail to attend three consecutive meetings without excuse is terminated.

ELECTION OF NON-MEMBERS TO MANDATORY ORGANS
ARTICLE 39 - Persons who are not members of the union may be elected to the Board of Directors, Auditing Board, Disciplinary Board, and Technical-Science Boards. For this, they must be nominated by a proposal of at least one-tenth of the votes present at the General Assembly and be elected by the General Assembly. The number of such persons cannot exceed the absolute majority of the full membership of the board.

BRANCHES
ARTICLE 40 - The UNION may open branches, affiliated to the union, in places it deems necessary to carry out its activities. These branches do not have legal personality or organs within their structure. Branches are not represented in union General Assemblies. The address of the branch is notified in writing to the Ministry by the person or persons assigned as the branch official by a decision of the Board of Directors.

PART FOUR - FINANCIAL PROVISIONS

UNION REVENUES
ARTICLE 41 - Union revenues are as follows:
a)Copyright revenues arising from domestic and international licensing,
b)Revenues obtained from the collection of compensations obtained through legal means,
c)Revenues arising from representation agreements signed with professional unions established in the international arena,
d)Entrance fees and membership fee revenues and union shares to be deducted from revenues obtained from the collection of copyright revenues and compensations,
e)Revenues obtained from donations and dispositions mortis causa,
f)Revenues from any assets it owns and revenues arising from these assets,
g)Revenues arising from the investment of revenues,
h)Other revenues. Union revenues are collected with a receipt or invoice.

UNION SHARES
ARTICLE 42 - A Union share is deducted from the revenues obtained within the scope of Article 41 as follows. The rates specified below cover the calendar year in which the Statutes enter into force and the usage periods following the effective date.
a)20% for domestic copyright distributions,
b)For international copyright distributions; 10% for the Year 2022, 20% for the first 2 calendar years following 2022, i.e., calendar years 2023-2024, 15% for the 3rd Year, and 10% for the 4th Year and subsequent years,
c)30% for the distribution of compensations obtained through legal means,
d)20% for revenues arising from the investment of revenues.

DISTRIBUTION AND DISTRIBUTION DIRECTIVE
ARTICLE 43 - Copyright revenue collected by the Union is paid as soon as possible, provided that it does not exceed nine months from the end of the fiscal year in which it was collected, after deducting the union share. Compensation amounts are paid after deducting collection expenses and the union share. These periods may be extended by the Union in cases such as the inability to determine usage lists or identify right holders. The payment list related to distributions is reported annually to the Ministry.

UNDISTRIBUTABLE REVENUES
ARTICLE 44 - Amounts from revenues that need to be paid to right holders represented by professional unions but could not be distributed by the date specified in Article 42 due to the relevant right holders not being identified or reached are kept in a separate account by the Union. The Union takes all necessary measures, primarily communicating the relevant information to its members and organizations with which it has representation agreements within at most three months after the end of the period specified in Article 42, to identify and reach the right holders. This information includes, to the extent possible, the name of the work, the name of the right holder, the relevant publisher or producer, and other information that may help identify the right holder. If the measures taken are unsuccessful, the professional union publishes this information on its website at most one year after the end of the three-month period. Amounts that could not be distributed to right holders within three years from the end of the fiscal year in which the revenues were collected, despite all measures taken by the Union to identify and reach the right holders, and the interest and other income obtained from these amounts, are used within the scope of the distribution directive, subject to the rights of the right holders.

PAYMENTS TO BOARD MEMBERS AND OFFICIALS
ARTICLE 45 - Fees may be paid to the chairs and members of the mandatory organs of the Union who are not public officials. No fee, attendance fee, or any other compensation under any name may be paid to members other than mandatory organ members. The amount of fees, attendance fees, daily allowances, and travel expenses to be given to members assigned for Union services is determined by the General Assembly.

PART FIVE - TERMINATION OF THE UNION'S LEGAL PERSONALITY

TERMINATION BY GENERAL ASSEMBLY DECISION
ARTICLE 46 - A decision to dissolve the UNION may be taken with the vote of two-thirds of the number of members attending the General Assembly. The dissolution decision is notified to the Ministry by the General Assembly bureau chairperson within fifteen days.

AUTOMATIC TERMINATION
ARTICLE 47 - The UNION automatically terminates in the following cases:
a)Inability to hold an ordinary General Assembly meeting due to failure to achieve the quorum specified in Article 23,
b)Impossibility of forming the mandatory organs as required by the Union statutes,
c)Insolvency in debt payment,
d)Subsequent loss of the founding member number condition,
e)Inability to hold the extraordinary General Assembly meeting required pursuant to the fourth paragraph of Article 42/B of the Law. In these cases,the automatic termination of the Union is determined by the Ministry ex officio or upon request. The first paragraph(d) applies in the following cases:
a)For professional unions established within the scope of Article 5, subsequent loss of the minimum member number condition specified in the same article.
b)For professional unions established within the scope of Article 6, subsequent loss of the minimum member number condition required as of the establishment date, as well as having fewer members than one-third of the number of members of the professional union with the most members in the field.

LIQUIDATION
ARTICLE 48 - The liquidation of the money, assets, and rights of a Union dissolved by a General Assembly decision or determined to have terminated automatically is carried out by a liquidation committee composed of the last members of the Board of Directors. These procedures commence from the date the General Assembly decision regarding dissolution was taken or the automatic termination became final. In all transactions during the liquidation period, the phrase "Sinebir Professional Union in Liquidation" is used in the union's name. The liquidation committee first examines the union's accounts. During the examination, the union's books, receipts, expenditure documents, land registry and bank records, and other documents are identified, and its assets and liabilities are recorded in a minutes. During liquidation procedures, creditors of unions determined to be debtors are called upon, and if any, assets are liquidated and paid to creditors. If the Union is a creditor, receivables are collected from debtors. After collecting receivables and paying debts, the remaining money and assets are transferred by a decision of the General Assembly. If no decision is taken by the General Assembly or the General Assembly cannot convene, all money, assets, and rights of the union are transferred by a decision of the Ministry to the union operating in the same field and with the most members as of the date the union was closed. After the liquidation and transfer procedures of the Union's money, assets, and rights are completed, the liquidation committee must notify the Ministry in writing within seven days and append the liquidation minutes to this notification. All procedures related to liquidation are shown in the liquidation minutes, and liquidation procedures are completed within three months, excluding additional periods granted by the Ministry based on a just cause. The last members of the Board of Directors, in their capacity as the liquidation committee, are tasked with preserving the Union's books and documents. This duty may also be assigned to one Board of Directors member. The retention period for these books and documents is five years.

PART SIX - BOOKS AND RECORDS

BOOKKEEPING PRINCIPLES
ARTICLE 49 - The UNION keeps books on a cash basis. If the Union's annual gross revenues exceed one million five hundred thousand Turkish Liras, it keeps books on a balance sheet basis starting from the following accounting period. The UNION may keep books on a balance sheet basis by a decision of the Board of Directors,regardless of the monetary limit specified in the first paragraph. If a Union that has switched to the balance sheet basis falls below the monetary limit specified in the first paragraph for two consecutive accounting periods, it may return to the cash basis by a decision of the Board of Directors starting from the following year. If the UNION has a commercial enterprise,it additionally keeps books for its commercial enterprises according to the provisions of the Tax Procedure Law No. 213 dated 4/1/1961. The amount specified in the first paragraph is increased each year by the revaluation rate determined and announced pursuant to the Tax Procedure Law for the previous year, effective from the beginning of the calendar year.

BOOKS TO BE KEPT
ARTICLE 50 - The Union keeps the following books: a)Books to be kept on a cash basis and principles to be followed are as follows:

1. Cash Book: Revenues received and expenses made on behalf of the Union are recorded in this book clearly and regularly.
2. Decision Book: Board of Directors decisions are written in this book in date and number order, and the decisions are signed by the attending members.
3. Member Register Book: Identity information of natural persons entering the union as members, and tax identification numbers and identity information of authorized representatives of legal entities, along with entry and exit dates from the union and membership type if any, are recorded in this book. The entrance and annual fee amounts paid by members may be recorded in this book.
4. Document Register Book: Incoming and outgoing documents are recorded in this book with date and sequence number. Originals of incoming documents and copies of outgoing documents are filed. Documents coming or going via email are stored by taking printouts.
5. Fixed Assets Register. b)Books to be kept on a balance sheet basis and principles to be followed are as follows:
6. Unions keeping books on a balance sheet basis also keep the books listed in subparagraphs (2), (3), (4), and (5) of paragraph (a) of the first clause.
7. Journal and General Ledger: The procedure for keeping these books and the form of records comply with the principles of the General Communiqués on the Application of the Accounting System published based on Law No. 213 and the authority granted to the Ministry of Treasury and Finance by this Law. The journal and general ledger from the books listed above may also be kept electronically within the framework of procedures and principles specified in communiqués issued by the Ministry of Treasury and Finance and the Ministry of Trade regarding their keeping in electronic media,provided that they do not contradict the provisions of this Regulation. Other books may also be kept electronically using software created or permitted by the Ministry.

RECORDING PROCEDURE
ARTICLE 51 - The UNION's books and records are kept in Turkish. Books are written with ink pen. Books may also be kept electronically. However, books to be kept in form or continuous form format can be used by numbering each page and having it approved by a notary before use. Approved pages are bound into a book and preserved after use. Errors in journal entries can only be corrected according to accounting rules. If numbers and writings are written incorrectly in other books and records, corrections can only be made by crossing out the wrong number and writing so that it remains readable, and writing the correct one above, next to, or in the related account. If the wrong number and writing are crossed out, they are paragraphed by the person crossing them out. A record entered in the books cannot be made unreadable by scraping, crossing out, or erasing. The lines of the books cannot be left blank or skipped without being crossed out, except for the section left for signature at the end of the page of the Decision Book. In bound books, pages cannot be torn out from the binding. The order of certified form or continuous form sheets cannot be disrupted, and they cannot be torn. Documents belonging to the Union are numbered in accordance with the recording order in the book where they are recorded and filed and stored.

RECORDING TIME
ARTICLE 52 - Transactions are recorded daily in the books. However, for revenue and expenditure records: a)Transactions must be recorded within a period that does not disrupt the accounting order and security, suitable for the volume and requirements of the business. Such records are not delayed for more than ten days. b)In unions that keep records continuously based on documents such as accounting vouchers and payrolls bearing the signature and initial of authorized supervisors, recording transactions in these is considered as being entered in the book. However, these records do not allow the transactions to be transferred to the main books later than forty-five days. If the Union's books are requested for audit purposes, the records must be processed without waiting for the forty-five-day period to expire.

ACCOUNTING PERIOD
ARTICLE 53 - The Union's accounting period is one calendar year. The accounting period starts on January 1st and ends on December 31st.

CERTIFICATION OF BOOKS
ARTICLE 54 - The Union, which will use the books written in the Professional Unions Regulation, has them certified by a notary before starting to use them, except for books to be kept electronically. The use of these books continues until their pages are finished, and interim certification of the books is not done. However, the journal is certified anew each year in the last month preceding the year it will be used. Certification of the General Ledger is not mandatory. A separate certification number is given for each certified book.A certification form containing the Union's name, registration number, location, type of book, number of pages of the book, certification date, certification number, official seal and signature of the certifying authority is filled out and pasted on the first page of the book, and its corners are sealed by the certifying authority. The last page of the book is sealed and signed by the certifying authority, indicating the number of pages of the book, certification date, and number. Each page of the books is checked for sequential page numbering and sealed.

REVENUE AND EXPENDITURE DOCUMENTS
ARTICLE 55 - Union revenues are collected with a receipt or invoice. Receipts to be used for the collection of Union revenues are printed by decision of the Board of Directors and controlled by the treasurer. It is mandatory to notify the Ministry of the information of the printed receipt within fifteen days. The treasurer is responsible for storing blank and used receipts. If Union revenues are collected through banks, documents such as slips or account statements issued by the bank replace the receipt. The amount of money that can be kept in the Union's safe is determined by the Board of Directors, taking into account needs. Union expenditures are verified with invoices and documents replacing invoices issued from real and legal persons according to Law No. 213.

PART SEVEN - OTHER PROVISIONS

AUTHORIZATION CERTIFICATE
ARTICLE 56 - The Union is authorized and obliged to use the rights subject to the authorization certificate to be given by right holders in its own name, to allow third parties to use them, to prohibit use, to collect the fee paid in return for uses, and to resort to all kinds of judicial, administrative, and enforcement means for the monitoring and collection of these rights. It is essential that the type and scope of each right subject to the authorization certificate be determined in accordance with the criteria set by the professional union.The monitoring of the economic rights of the members' works specified in the authorization certificate and the collection and distribution of their fees are carried out by the UNION. For this, members give the UNION an authorization certificate complying with the general principles determined within the scope of the Law on Intellectual and Artistic Works No. 5846 dated 5/12/1951, the Regulation, and other regulations issued by the Ministry and relevant legislation provisions. This authorization certificate gives explicit authority for the monitoring of the members' economic rights in judicial authorities and enforcement directorates and the fulfillment of legal requirements. The UNION is authorized for all published and disclosed works not reported by the members within the scope of the “Regulation on the Authorization Certificate to be Granted to Professional Unions”.

CRITERIA TO BE CONSIDERED IN CONTRACTS
ARTICLE 57 - When making contracts regarding the use of works and tariffs within the framework of the authorization certificates it receives, the Union considers the following criteria:
a)Ensuring continuity in the widespread communication of works to the society,
b)Determining the fees to be paid in return for the use of works in broadcasts at a reasonable level, taking into account national and international practices,
c)Not creating conditions that disrupt competition,
d)The broadcast area (national, regional, local) and audience/listener number of the broadcasting organization,
e)The frequency of use of works,
f)Market share,
g)A fee per work used,
h)Fixed fee,
i)Unit fee based on second or minute, and similar criteria. Based on the above criteria,contracts to be made between users and the relevant field Professional Unions indicate the place where payments will be made and the principles and procedures for sharing between Professional Unions.

RELATIONS WITH USERS
ARTICLE 58 - The Union conducts its relations with users in accordance with the principles of honesty and good faith. The Union answers users' information requests regarding license agreements without delay. After necessary information is received, a license agreement is proposed to users under objective and non-discriminatory conditions, or the request is rejected with stated reasons. The Union allows communication with it through electronic means, including notifications regarding the license agreement.

COMPLAINT APPLICATION PROCESSES
ARTICLE 59 – The Union is obliged to take necessary administrative and technical measures to effectively, quickly, and accurately conclude complaints from its members, organizations with which it has representation agreements, and users regarding their affairs and transactions.

ANNUAL TRANSPARENCY REPORT
ARTICLE 60 - A transparency report containing the topics specified in "INFORMATION TO BE INCLUDED IN THE ANNUAL TRANSPARENCY REPORT TO BE PREPARED BY PROFESSIONAL UNIONS" contained in the annex of the Professional Union Regulation and in ANNEX-2 of these statutes is prepared by the Union based on the calendar year by the end of August each year and published on the website for at least five years.

CONDUCTING TRANSACTIONS ELECTRONICALLY AND THE AUTHORITY OF THE MINISTRY
ARTICLE 61 - The Ministry is authorized to permit or mandate the submission of information and documents that must be given to the Ministry pursuant to the Law and relevant legislation through any electronic information communication tools and media, including the internet, by placing passwords, electronic signatures, or other security tools, to determine the formats, standards, and procedures and principles regarding their application, and to enforce this obligation separately for unions according to their fields of activity.

UNION WEBSITE
ARTICLE 62 - The following are published and kept up to date on the Union's corporate website: Union statutes and directives, matters related to membership, model authorization certificate, fees, deduction rates, list of international organizations with which representation agreements have been made, complaint application processes, tariffs, discounts and payment facilities, standard license agreements, member and repertoire information, General Assembly decisions, members of mandatory organs, contact information, and the annual transparency report.

OBLIGATIONS OF UNION MANDATORY ORGAN MEMBERS
ARTICLE 63 - Union mandatory organ members are under the obligation to perform their duties with the care of a prudent manager and to safeguard the interests of the union in compliance with the rules of honesty. The Board of Directors and Auditing Board members of the Union annually prepare and declare to the General Assembly the following information:
a)The amount received from the professional union as a right holder,
b)Other payments received from the professional union and the source of this income,
c)Any benefit obtained from the professional union,
d)Any actual or potential conflict between personal interests and the interests of the professional union or between obligations towards the professional union and obligations towards other persons.
ARTICLE 64 - The Board of Directors is authorized to make regulations and amendments in the Statutes within the scope of decisions to be taken in the General Assembly and to correct possible material errors.

SUBMISSION OF A COPY OF WORKS TO THE UNION
ARTICLE 65 – Those who give the management of their rights to the UNION are obliged to give a copy of the works for which they have given the management of their rights to the Union, or their forms loaded onto other physical media for those that cannot be reproduced, for the archive to be established subject to the declaration prepared by the UNION. The UNION may cooperate with public legal entities and private law legal entities operating in the cinema field for the archive it will establish.

PART EIGHT - FINAL PROVISIONS

RELEVANT LEGISLATION
ARTICLE 66 - In cases where there is no provision in the Statutes of the Professional Union of Cinematic Work Owners (SİNEBİR), the provisions of the "Regulation on Professional Unions in the Field of Copyright" shall apply.

APPLICATION OF OTHER LEGISLATION
ARTICLE 67 - In matters regarding the workings of professional unions and federations not provided for in the Regulation on Professional Unions in the Field of Copyright, the relevant provisions of the Associations Law No. 5253 dated 4/11/2004, the Turkish Civil Code No. 4721 dated 22/11/2001, and the Associations Regulation published in the Official Gazette No. 25772 dated 31/3/2005 shall apply.

DIRECTIVES
ARTICLE 68 - The Union presents the directives foreseen in the Statutes to the General Assembly and puts the adopted directives into effect.

ENFORCEMENT
ARTICLE 69 - The provisions of these Statutes are enforced by the Board of Directors of the Professional Union of Cinematic Work Owners (SİNEBİR) on behalf of the General Assembly of the Professional Union of Cinematic Work Owners (SİNEBİR).