Articles of Association Bhutan Film Association Thimphu
CONTENT Article 1: Interpretation 3 Article 2: Name 3 Article 3: Organization 4 Article 4: Office 4 Article 5: Geographical Area of Operation 4 Article 6: Purpose 4 Article 7: Objective 4 Article 8: Scope 5 Article 9: Policy 6 Article 10: Seal of the Association 6 Article 11: Organization Structure 6 Article 12: Board of Directors 7 Article 13: President 7 Article 14: Board Director 9 Article 15: Board Meeting 10 Article 16: Special Board Meeting 10 Article 17: Secretariat 11 Article 18: Executive Director 11 Article 19: Members 12 Article 20: Membership 13 Article 21: Membership Fee 15 Article 22: Production & Employment Fees 15 Article 23: Benefits for Members 17 Article 24: Annual General Meeting 18 Article 25: Special General Meeting 19 Article 26: Arbitration Committee 19 Article 27: Funds 20 Article 28: Asset Management 20 Article 29: Financial Rules and Regulations 20 Article 30: Auditing 21 Article 31: Remuneration 21 Article 32: Commencement 22 Article 33: Election Committee 22 Article 34: Nomination and Election of President 23 Article 35: Nomination and Election of Board Director from Amongst Members 23 Article 36: Appointment of President 24 Article 37: Rules and Regulations of the Association 24 Article 38: Dissolution 24 Article 39: Rules of Interpretation 25 Article 40: Amendment 25 Article 41 : Incorporators 25 Annexure 1 26 Annexure 2 27 Annexure 3 28 2
Article 1: Interpretation In the interpretation of these articles, the following expressions shall have the following meanings, unless repugnant to the subject and context: Film industry means the industry which is involved in producing and distributing films Film sector means the overall film sector that includes the film industry, institutions related to film and filmmaking such as film school, film fund, and film festival Board Director means individual director of the Board of Directors Board of Directors means the institution of the Board of Directors which also includes president. Association means the Bhutan Film Association Mutual Benefit Organization means the Civil Society Organization established to advance the shared interests of the members Production Company means licensed audio-visual production company that produces films Film Worker means people employed in filmmaking such as screenwriter, director, cameraman, soundman, editor, focus-puller, singer, etc Film community means the film sector as a community Tie-up means equal votes in favour and against Full-house Board Meeting means the meeting attended by the president, all the six Board Directors, and Member Secretary Music Video means music video produced as a piece by itself. It does not refer to music videos in feature films Commercial means TV commercial with narrative Collective Terms of Reference means a set of terms of reference between production companies and film workers and actors Standard Agreement means standard agreement templates between production companies and film workers and actors Article 2: Name This association shall be named Bhutan Film Association, incorporated and registered under section 22 of the Civil Society Organization Act of Bhutan 2008 with the Authority as a Mutual Benefit Organization. 3
Article 3: Organization Bhutan Film Association shall be the association of the people and companies engaged in the profession and business of filmmaking. The films shall include feature, documentary, short, TV drama, commercials, and music videos. Article 4: Office The association shall have its registered office at: BCCI Complex P.O Box 1388 Thori Lam Thimphu Article 5: Geographical Area of Operation Though the association may have its office only in Thimphu, it shall operate throughout the country and shall have members from all over the country. Article 6: Purpose The purpose of the association shall be to, but not limited to the following: a. Unite everyone working in the film industry under one umbrella to become one voice and one force and lobby for the development of the film sector. b. Represent the interest of the Bhutanese film industry in the national and international platforms and forums. c. Protect and promote the interest of every film form mentioned in the article 3 and every profession of the film industry. d. Implement the national film policy and foster the growth and development of the film sector as envisioned by the policy. Article 7: Objective The objectives of the association shall be to, but not limited to the following: a. Liaise with Royal Government of Bhutan and the relevant agencies in developing the film sector. b. Participate in the national and international meetings, workshops, seminars, and media interviews and represent the interest of the Bhutanese film industry. c. Promote all the film forms through trainings, production funds, festivals, awards, and other support systems in collaboration with other institutions. d. Promote all the filmmaking professions through trainings, studies, and other support systems in collaboration with other institutions. 4
e. Protect all the professions of the film industry through comprehensive rules and regulations. f. Implement the national film policy and foster the growth of the film sector as envisioned by the policy. Article 8: Scope The scope of activities of the association shall be to, but not limited to the following: a. Lobby for formulation, enactment, and amendment of rules and regulations, policies and acts related to the film sector with the Royal Government of Bhutan. b. Initiate establishment of film-related business entities such as cine centre and film city with support from government and international agencies for sustainable development of the Bhutanese film sector. c. Initiate or assist the establishment of institutions such as the national film school, film development fund, and film festivals and represent in their boards according to the existing laws of the country. d. Participate in the national and international meetings and represent the interest of the Bhutanese film sector. e. Ensure filmmakers to follow proper production procedures, to be guided by the national film policy, and adhere to the production rules and regulations so that the film industry grows and develops professionally. f. Provide assistance to the members in obtaining filming permits, getting the films reviewed, renewing licences, drafting agreements, and in legal matters. g. Formulate rules, regulations and code of ethics for the conduct of members, people and professions engaged in filmmaking. h. Settle all disputes between members of the association or between members and people from outside the association. i. Establish and maintain a repository for all films and for any articles or things used in or relating to the film industry which may be of value and which may be desirable to be preserved. j. Collect and furnish information about all matters relating to films and their production, distribution and exhibition, and film festivals worldwide and facilitate, wherever possible, the participation in such festivals k. Organize the National Film Awards for local films in collaboration with relevant film institutions. Article 9: Policy 5
a. This association shall be the apex body representing the film industry. It shall strive to create a film sector that respects creative freedom, embraces social responsibility, and recognizes filmmaking as both business and art. b. This association shall work towards creating a film sector that is self-sustainable in its growth and development. It shall hold shares in major government or donor-initiated film-related business and earn profits to fund the secretariat and the development of the film sector. c. This association shall promote all forms of film and all professions of filmmaking. It shall protect the interests of both the employers and the employees working in the film industry. Article 10: Seal of the Association a. The association shall have one Official Seal bearing its name and logo. The Seal shall represent the association. b. The design and the make of the Official Seal shall be approved by the Board of Directors. c. The Official Seal shall be kept in the custody of the Executive Director, and it shall be used only by the President and the Executive Director. d. The Official Seal shall be affixed on membership certificates, official letters signed by the President or the Executive Director, and other important official documents issued by the President or the Executive Director. e. The Executive Director shall maintain the record of the documents on which the Official Seal has been affixed. f. There shall be no other Seal, not even a duplicate of the Official Seal. If a new Official Seal is made with the approval of the Board of Directors, the old Official Seal shall be destroyed in the presence of a Board Director and the Executive Director. Article 11: Organization Structure a. The organization structure of the association shall consist of Board of Directors, Arbitration Committee, Secretariat, and Members. b. The Board of Directors shall be the highest decision-making body of the association and shall consist of the President, six Board Directors, and Member Secretary who shall be the Executive Director. c. The Arbitration Committee shall consist of one Board Director, the Legal Advisor to the Film Association of Bhutan, and the Executive Director. d. The Secretariat shall be the administration office of the association and it shall consist of the Executive Director and staff members. e. The members shall be companies and individuals engaged in the business and profession of filmmaking. 6
Article 12: Board of Directors a. The Board of Directors shall be the highest authority of the association. It shall consist of the president, six directors, and the Executive Director who shall serve as the Member Secretary. b. The functions of the Board of Directors shall be: (1) To uphold and implement the provisions of the Articles of Association. (2) To review and amend the Articles of Association and other rules and regulations of the association. (3) To plan and direct the overall development and growth of the association. (4) To approve annual plans and budgets, including salary revisions, of the association (5) To review and evaluate the performance of the Executive Director. (6) To oversee the functioning of the Secretariat (7) To nominate the members to represent the association in any forum. c. The Board of Directors shall be dissolved by the Special General Meeting as prescribed in article 25 (b) if: (1) the president and the Board Directors have collectively violated the Articles of Association or any of the rules and regulations (2) the members feel that the president and the Board Directors are ineffective and unproductive, or have failed to carry out the responsibilities of the Board of Directors, or that the Board of Directors needs to be dissolved in the interest of the association or the film industry. Article 13: President a. The president shall be the head of the association. d. The criteria for the president shall be: (1) The candidate for the president should be a bonafide citizen of Bhutan (2) The candidate for the president should be a respected public figure or someone who held a senior post in the government or non-government agencies. (3) The candidate for the president should have high moral standard and untainted reputation and should be able to command the respect of the film community. (4) The candidate for the president shall have a fair understanding of filmmaking and film industry. 7
(5) The candidate for the president can be from among the members of the association or from outside the association. e. The President shall undertake the following functions: (1) Chair the Board Meetings and the General Meetings. (2) Represent the association in the national and international forums and meetings, and in the media interviews. (3) Represent the association as a member in the other institutions of the film sector (4) Review and evaluate the performance of the Board Directors and the Executive Director. f. The president shall be elected for a term of four years, and he/she shall be eligible to serve for two terms, if elected or appointed. g. The president may resign by tendering his resignation in writing to the Member Secretary of the Board of Directors at least 60 days in advance. h. The president shall be removed from the post if: (1) He/she is found to be of unsound mind by a Royal Court of Justice or any other competent authority (2) He/she has applied to be adjudicated an insolvent (3) He/she is convicted by a court for any offence (4) He/she has failed to attend three consecutive Board Meetings or two consecutive Board Meetings and one General Meeting for any reason and with or without notification to the Board of Directors (5) He/she has violated the Articles of Association or other rules and regulations of the association. (6) He/she is felt to be ineffective, unproductive, and unsuitable to continue serving as the president by the members. i. The president shall be removed for the reasons specified in article 13, clause (h), and sub-clauses (1) (2) (3) (4) and (5) by the Special Board Meeting as prescribed in article 16 (b). j. The president shall be removed for the reason specified in the sub-clause (6), clause (h) of this article by the Special General Meeting as prescribed in article 23 (b) Article 14: Board Directors 8
a. There shall be six Board Directors who shall be elected from amongst the members of the association. b. Of the six Board Directors, four shall represent feature film and television drama, and the other two shall represent the documentary and other film forms. In the feature film and television drama group, two Board Directors shall represent the production companies, and the other two shall represent the film workers and actors. In the documentary and other film forms group, one Board Director will represent the production companies and the other one will represent the film workers group. c. One Board Director shall serve as the Treasurer of the association. He/she shall be elected in the first Board Meeting. d. The criteria for the directors shall be: (1) He/she shall be of sound mind, high moral character, and untainted reputation. (2) He/she shall have a minimum working experience of 5 years in the film industry. e. The Board Directors shall be elected for a term of four years, and they shall be eligible to stand for election after a break of one term. f. The Board Directors shall bear the legal responsibility of the association along with the president and the Executive Director. g. The Board Director shall be removed from the post if: (1) He/she is found to be of unsound mind by a Royal Court of Justice or any other competent authority (2) He/she has applied to be adjudicated an insolvent (3) He/she is convicted by a court for any offence (4) He/she has failed to attend: a) three consecutive Board Meetings; b) two consecutive Board Meetings and one Annual General Meeting/Specail Board Meeting, for any reason and with or without notification to the Board of Directors. (5) He/she has violated the Articles of Association or other rules and regulations of the association. (6) He/she is felt to be ineffective, unproductive, and unsuitable to continue serving as the Board Directors. h. The Board Director shall be removed for any of the reasons specified in clause (h) of this article by the Board Meeting. Article 15: Board Meeting 9
a. The president and the Board of Directors shall execute the authority of the Board of Directors only upon a formal Board Meeting has been convened. b. The Board Meeting shall be held after every three months. Not more than 14 weeks shall elapse between the date of one Board Meeting to that of the next. c. The president shall chair the Board Meetings. If the president is absent, one of the directors shall be appointed to chair the meeting. d. For the Board Meeting to be convened there shall be a minimum of four directors present if the president is attending, and minimum of five directors present if the president is not attending. This quorum shall be maintained throughout the meeting. If anyone leaves, the meeting shall be adjourned and rescheduled. e. The procedure of convening the Board Meeting shall be: (1) The Member Secretary, in consultation with the president, shall inform the directors in writing about the Board Meeting at least before 14 days of the proposed date of the meeting. The letter shall contain the date, time, and venue of the meeting and request for agenda items. (2) The directors shall confirm their participation and give their agenda items in writing to the Member Secretary at least one week before the proposed date of the meeting. If the quorum is not present, the meeting shall be rescheduled. (3) The Member Secretary shall also collect agenda items from the secretariat and the members. The agenda items from the members shall be the issues raised by the members with the Secretariat. (4) The resolutions shall be passed by two-third of the total number of members present, unless otherwise provided in the law in force in the country. f. The president and the directors shall not miss three consecutive Board Meetings including the special Board Meetings. If he/she misses three consecutive Board Meetings, no matter what the reason may be, he/she shall resign from the Board. Article 16: Special Board Meeting a. The president may call a special Board Meeting at any time of the year should there be a need. The special Board Meeting shall follow all the procedures of convening the Board Meeting. b. A Board Director, with the support of two more Board Directors, may also call a special Board Meeting if he/she has one of the reasons cited in sub-clause (1) to (5) of clause (h) of article 13 to remove the president. (1) The Board Director requesting for the Special Board Meeting shall submit a written letter signed by two other Board Directors to the Member Secretary. (2) The Special Board Meeting shall convene only when all the six Board Directors are present. 10
Article 17: Secretariat a. The Secretariat shall be the implementing and administration office of the association and shall be headed by the Executive Director. b. The Secretariat shall function according to the Service and Financial Rules of the Association. c. The structure and staffing pattern of the secretariat shall be decided by the Board of Directors depending on the number of membership and the availability of the funds. However, it is mandatory to employ a fulltime qualified and trained finance personal. d. The function of the Secretariat shall be to, but not limited to the following: (1) Provide administration to the association or run the day-to-day affairs of the association (2) Plan and implement the activities of the association (3) Arrange and facilitate Board Meetings and General Meetings and execute the decisions of the Board Meetings and the General Meetings (4) Register members and issue membership certificate and membership identity card Article 18: Executive Director a. The Executive Director shall be the executive head of the Secretariat. He/she shall share the legal responsibility of the association with the Board of Directors. b. The Executive Director shall be a fulltime employee of the association with a permanent office in the Secretariat. He/she shall not possess another job or engage in business activity that would require his presence. c. The Executive Director shall be recruited by the Board of Directors for a term of 5 years. His/her service may be extended for one more term by the Board of Directors if his/her service is satisfactory after which he/she has to reapply for the post. d. The post of the Executive Director shall be announced in the mainstream media at least before 30 days from the date of the selection interview. e. The criteria for the Executive Director shall be: (1) He/she should possess a minimum work experience of 10 years in a position of leadership in the government or non-governmental organization. (2) He/she should possess a minimum educational qualification of bachelor degree from a recognized university. (3) He/she should possess a sound knowledge of the media and film sector in Bhutan. 11
(4) He/she should have high moral standard and untainted reputation and should be able to command the respect of the film community. f. The Executive Director s functions shall be, but not limited to the following: (1) Provide secretarial service to the Board of Directors and the President and brief the board on the activities of the association from time to time. (2) Run the day-to-day affairs of the Secretariat (3) Evaluate the performance of the Secretariat staff i. The Executive Director shall be removed from the post if: (7) He/she is found to be of unsound mind by a Royal Court of Justice or any other competent authority (8) He/she has applied to be adjudicated an insolvent (9) He/she is convicted by a court for any offence (10) He/she has embezzled funds or misused his authority and the facilities of the association. (11) He/she has violated the Articles of Association or other rules and regulations of the association. (12) He/she is felt to be ineffective, unproductive, and unsuitable to continue serving as the Executive Director. j. The Executive Director shall be removed for any of the reasons cited in clause (j) of this article by the Board of Directors in a full-house Board Meeting. The resolution in favour of the removal should be supported by 2/3 votes. Article 19: Members a. The members shall be the companies and the individuals engaged in the business of filmmaking and are registered with the association as members. b. The members shall be classified into four following groups: (1) Feature & TV Drama Companies (2) Feature & TV Drama Film Workers and Actors (3) Short & Doco Companies (4) Short & Doco Filmmakers c. The companies that do not produce feature films or TV Drama at all shall be classified under group (3) Short & Doco Companies. The companies that produce feature films or television dramas along with other forms of film shall be grouped under group (1) Feature and TV Drama Companies. 12
d. The film workers who work for both feature/tv drama and short film/documentary shall be grouped under (2) Feature & TV Drama Film Workers and Actors. The film workers who do not work for feature film or TV drama shall be grouped under (4) Short & Doco Filmmakers. e. All the screen actors shall be grouped under (2) Feature & TV Drama Film Workers and Actors. f. The groups (3) Short & Doco Companies and (4) Short & Doco Filmmakers shall include commercial, and music videos too. g. Filmmakers, in whose names production companies are licensed, shall not register as individual film workers or actors. He/she shall register for membership in the company s name. h. Every group specified in this article shall be represented in the Board as specified in the clause (b) of Article 14: Board Directors. i. Every member shall have the right to cast votes in the election of the president and the board directors according to the articles 32, 33, and 34. j. The members shall follow the rules and regulations, adhere to the collective terms of reference, and execute standard agreements issued by the association. k. The members shall not tarnish the reputation of the film industry by the following, but not limited to: (1) Using the government, public, and private facilities for filming or film exhibition and not handing them back in proper order or not paying the fee or the hirecharge as agreed (2) Not respecting the rules and regulations, culture and traditions, and sentiments and sensibilities of the institution, village, or community where they are filming or screening films (3) Making reservations for facilities and services for filming or film screening and not showing up incurring losses and inconveniences to the facility-owners (4) Using government, public and private facilities without obtaining permission and causing damages and disturbances to the institution, village or community l. The members shall be suspended from membership for any of the reasons mentioned in clause (h) of this article by the Board of Directors. 13
m. The members shall carry their membership identity cards issued by the secretariat during filming and film screening or other film-related works carried out in public places. They shall show their cards and identify themselves whenever required. Article 20: Membership a. Every production company and individual working in the film industry has the right of membership to the association. b. The production company wishing to join the association as a member shall fill up the membership application form and submit it to the Secretariat with the membership fee. The company which employs film workers as permanent staff shall submit their names and details along with the application form. c. Any freelance film worker wishing to join the association as a member shall fill up the membership application form and submit it to the Secretariat with the membership fee. d. The Secretariat shall process the membership within seven days and then issue the applicant the membership certificate and identity card with the expiry date. Until the membership certificate has been issued no person or member shall become entitled to the privileges of membership. e. The membership shall be renewed yearly. A 30 day grace period shall be given for renewal from the date on the certificate. The membership shall be renewed only after the membership fee has been paid. f. After the 30 day grace period, the membership shall be automatically terminated. The membership, should the member wishes, shall be renewed with a fine of 15% p.a on the membership fee structure prescribed in the annexure 1 g. An individual member, who after defaulting on his membership acquires a production company licence, shall not be allowed to register his company as a member until he/she clears the membership fees and fines due to the association. h. An individual, who after his/her company defaults on membership and applies for membership, shall not be given a membership until he/she clears the membership fees and fines due to the association from his/her company. i. A member may resign, at any time, by giving notice in writing to the Executive Director of the Association. j. The Board of Directors or the Executive Director may suspend the member if the member damages the image of the association and the film industry, or seriously contravenes the articles of the association. However, only the Board of Directors shall have the authority to reinstate the suspended members. 14
k. The member, who by any means ceases to be a member of the association, shall remain legally liable for and shall pay to the association all monies which at the time of his ceasing to be a member were due from him to the association. Article 21: Membership Fee a. The members shall pay the annual membership fees in advance at the time of registration for the first year, and at the renewals for the other years. The member company which employs film workers as permanent staff shall update its staff list at the time of renewals. b. The membership fee for individual members shall be according to the individual membership fee structure given in Annexure 1. c. The membership fees for production companies are as follows: (1) The membership fee for the production company with no staff other than the proprietor is equivalent to the fee of the freelance producer prescribed in the individual membership fee structure given in Annexure 1. (2) The membership fee for the production company with staff members will depend on the number of staff whose designations are listed in the individual membership fee structure of Annexure 1. The fee of all those individual staff, as prescribed in the individual membership fee structure, will be added to the basic fee of the production company. (3) Support staff such as Admin Officer and Finance Officer employed in the production companies shall not be included in the membership fee calculation. c. The membership fees shall be amended by the Board of Directors from time to time. Article 22: Production and Employment Fees a. Any film to be produced by a member company or individual member shall be registered with the association before the production. b. A member company shall pay production fees for all other films right after the post production. The fees payable are as follows: (1) Feature Film Nu. 5000/- (As per the annexure 1) (2) TV Drama Nu. 500/- (3) Documentary Nu. 500/- (4) Commercial Ad. Nu. 500/- (5) Short Film Nu. 500/- (6) Music Video Nu. 500/- c. The production fee for the TV Drama shall be payable season-wise. One season shall normally consist of 12 episodes, but consideration shall be made based on the agreement between the production companies and the TV stations for few more 15
episodes. But if there are more than 17 episodes, the production fee payable shall be for 2 seasons. Each episode shall be about 43 minutes or less. d. The production fees for the documentary and short film given in clause (a) of this article are for those productions funded by external agencies. The documentaries and short films made on self-funding as work of art shall be exempted from production fees. However, if those documentaries and short films earn more than Nu.200000 through any means, the production fee shall be payable at a later date. e. The Executive Director shall have the authority to decide on matters related to clauses (b) and (c) of this article, but all decisions should be based on proper documents and strong rationale. f. An individual member employed in a production shall pay an employment fee as per the employment fee structure for individual member given in Annexure 2 except: (1) Film workers and actors employed on concessions or for free in short film or documentary productions which are exempted from production fee. (2) Film workers and actors employed on concessions or for free in experimental films g. A member company employing individual members for the production of a film shall deduct their employment fees from their wages and deposit to the association along with its production fee. h. A member company employing actors and film workers who are not the members of the association shall pay for those individuals as per the employment fee structure for individual member given in Annexure 2. i. An individual member who works for a production company which is not a member of the association shall pay additional 20% of the fee given in Annexure 2. j. A member company failing to register its production and pay the production fee along with the employment fees of the film workers and actors with the association one week after the post production is completed shall be fined as follows: (1) Feature Film 15% p.a (2) TV Drama 15% p.a (3) Documentary 15% p.a (4) Commercial 15% p.a (5) Short Film 15% p.a (6) Music Video 15% p.a 16
k. An individual member failing to pay his/her employment fee for working with a production company which is not a member of the association one week after the completion of the post production shall be fined 50% of the employment fee. Article 23: Benefits for Members a. The member companies shall benefit from the association as follows: (1) The association shall maintain a comprehensive database of film workers and actors and it shall give access to the member companies for casting and selecting film workers. (2) The association shall have a comprehensive collective agreement which shall cover the company s engagement with the film workers and actors and protect the interest of the companies. (3) The association shall liaise with the government and explore ways to make foreign productions carried out in Bhutan to collaborate with local companies, and it shall recommend the member companies for such collaboration. (4) The staff members of the member companies shall be eligible for trainings conducted or sponsored by the association or for trainings routed through the association. However, only those staff members whose names are submitted to the association by the companies shall be eligible. (5) The member companies shall be eligible to apply for film development fund, which the association shall establish in collaboration with other relevant agencies (6) The member companies shall receive support from the association in participating in the festivals and awards outside Bhutan (7) The member companies shall be eligible to enter its films in the national film awards which shall be organized by the association b. The individual member shall benefit from the association as follows: (1) The individual members shall be listed in the association s database of film workers and actors which shall be given access to all the member companies for casting and selecting film workers. (2) The individual members shall be protected by the collective agreement and the other rules and regulations which shall make the production companies pay the film workers and actors on time, look after actors and film workers safety and welfare during the shoot, etc. (3) The association shall liaise with the government and explore ways to make foreign productions carried out in Bhutan to employ local film workers and actors, and it shall recommend the members for such employment. 17
(4) The individual members shall be eligible for trainings organized or sponsored by the association or routed through the association. Article 24: Annual General Meeting a. The association shall hold the Annual General Meeting each year. Not more than 13 months shall elapse between the date of one annual general meeting to that of the next. b. Every member shall be entitled to attend the meeting. While the individual member shall attend in person, the member company may send one of its senior staff members to represent it. c. There shall be a minimum of four board directors present to represent the Board of Directors and to respond to any queries by members. d. The Secretariat shall inform all the members about the meeting in writing at least 30 days before the proposed date of the meeting. The letter shall contain time, date and venue of the meeting. e. The members shall give in writing the issues they want to raise in the meeting to the Secretariat for including in the agenda at least 10 days before the date of the proposed meeting. The meeting shall not deliberate on any ad-hoc issue raised during the meeting. f. The quorum for the annual general meeting is ¾ of the members. Every member shall be entitled to a vote each. The President, board directors, Executive Director, and secretariat staff shall not cast any vote. g. A member of unsound mind or in respect of whom an order has been made by any court shall not vote. h. The functions of the Annual General Meeting shall be: (1) Elect the president and the board directors (2) Deliberate on the annual report and audit report for the benefit of the members (3) Deliberate on the plans for the following year for the benefits of the members. The meeting may propose changes for the Board Meeting to consider. (4) Deliberate on the issues as per the agenda. The resolutions shall be put up to the Board Meeting for further deliberation. i. If, within one hour from the proposed time of holding the meeting, the quorum of ¾ is not present, the meeting shall be dissolved and rescheduled. If the quorum of ¾ is not 18
present in the next meeting, the members present, if not less than 1/3 shall be the quorum for that meeting. Article 25: Special General Meeting a. The president may call a special general meeting of the association at any time of the year should there be a need. The general meeting called by the president shall follow all the procedures of the annual general meeting. b. A member, with the support of 3/4 members, may also call a special general meeting. (1) The agenda shall be to remove the president, or dissolve the entire board. (2) The member requesting for the special general meeting shall submit a written letter signed by the ¾ of the members to the secretariat. (3) There shall be a minimum of 90% of the members present in the meeting. Every resolution shall be made through secret ballot and every resolution must be supported by 90% votes of the total members present in the meeting. (4) The meeting shall be chaired by the Executive Director and observed by a group of secretariat officials to be appointed in the meeting. (5) All the members shall be informed through written notification in media at least before 10 days from the proposed date of the meeting by the secretariat. The president and the board directors shall not attend this meeting. c. For a resolution in favour of removing a board director it shall require ¾ of the votes out of the total number of members present and voting. The voting shall be by a secret ballot. Article 26: Arbitration Committee a. The Arbitration Committee shall consist of one Board Director, Legal Advisor to the Film Association of Bhutan, which the association shall appoint, and the Executive Director. b. The Arbitration Committee shall settle disputes between members and between members and outsiders. The committee shall also provide legal counsel and support to the members. c. The Arbitration Committee shall also look after the discipline and behaviour of the members and the staff of the secretariat. d. The Board Director shall function as the Chairman of the Arbitration Committee. e. The arbitration of disputes shall be in accordance to the Articles of Association, Production Rules & Regulations and the internal agreements signed between them. 19
f. In a dispute involving a production company and film worker or an actor, where a required agreement has not been signed, the production company shall be held liable for not signing the agreement. Article 27: Funds a. The association shall strive to establish reliable sources of funds for its operations and other development activities of the film sector. b. The association shall hold shares in film-related business entities through active participations in such establishments whereby the lands for such establishments are leased as the association s equity shares. c. The association shall charge membership fees from the members to contribute to the association fund. d. All Fees and royalties can be decided by the board in consultation with the general members. e. The association shall charge production fee for every production carried out by a member company. It shall also charge employment fees to individual members employed in a production. f. The association shall seek or accept contributions from the foreign and local donor agencies, government agencies, and the private individuals who support the development of the film sector. g. The association shall not declare any profit and disburse funds to the members, board directors, and the secretariat staff. Article 28: Asset Management a. The Secretariat shall maintain an inventory of all the assets the association owns and reflect their worth in the book of accounts. b. The Secretariat shall follow formal procedures of obtaining approval from the Executive Director or any competent authority for the use of any asset, and it shall maintain proper record of the usage. c. The assets and their use shall be audited annually along with the book of accounts by a registered auditing firm. Article 29: Financial Rules and Regulations a. The association shall adopt a set of financial rules and regulations that will govern the financial aspects of the association. b. The financial rules and regulations shall spell out procedures of obtaining approval for any activity that entails finances, remuneration, etc. 20
c. The approving authority for the prescribed day-to-day activities of the association shall be the Executive Director and for other activities the President. d. The cheque signing authority for amount up to ngultrum one hundred thousand shall be the Executive Director and the Finance Officer and for amount bigger than ngultrum one hundred thousand shall be the Treasurer and the Executive Director. e. The Secretariat shall be the implementing body of the financial rules and regulations and it shall employ a competent finance officer to maintain the book of accounts. f. The Board of Directors may, at any time of the year, inspect the book of accounts and the bank accounts of the association. Article 30: Auditing a. The association shall hire a registered auditing firm to audit the entire activities of the association, annually, for a period of four years. b. The firm shall be selected through an open tender. However, the notification calling for tender may not, necessarily, be published in the mainstream media. The Secretariat may write to all the auditing firms and inform them of the tender. c. The annual audit shall be conducted before the Annual General Meeting. The Audit Report shall be submitted to the Board of Directors and uploaded on the association s website. d. The representative of the auditing firm or the Executive Director shall present the details of the Audit Report to the Annual General Meeting. e. The auditors shall, at any time of the year, have a right of access to the books and vouchers of the association and to question the President, Board Directors, Executive Director and other staff members for more information and explanation. f. The auditors shall be entitled to attend any of the Board Meetings, General Meetings and any other meetings the secretariat conducts if the agenda concern the auditing aspects of the association. g. If there is a serious lapse in the book of accounts, the auditors shall immediately inform the President, or any of the Board Directors, or the Executive Director in writing. Article 31: Remuneration a. The President and the Board Directors shall not be paid any monthly salary or sitting fee. However, they shall be entitled to reimbursement of any board-related expenses. b. The President and the Board Directors shall be entitled to daily allowance calculable per day and travel allowance mileage calculable per km for in-country official travel out of Thimphu. They shall be entitled to daily subsistence allowance and other benefits for official travel outside the country at par with the civil servants. 21
c. The Executive Director and other fulltime employees of the Secretariat shall be entitled to monthly salaries and other financial incentives according to the financial rules and regulations of the association. Article 32: Commencement a. The Film Association of Bhutan shall replace the Motion Pictures Association of Bhutan upon registration of this Association. b. The Secretariat of the Motion Pictures Association of Bhutan shall serve as the Secretariat until the Film Association of Bhutan is officially established with its first General Meeting. c. The Secretariat shall re-register the members of the Motion Pictures Association of Bhutan as prescribed in the membership clause of this Articles of Association before the first General Meeting. It shall also register companies and individuals engaged in the production of other film forms as members. d. The General Secretary and the two vice-presidents of the Motion Pictures Association shall form the special Election Committee, which shall prepare for the election of the President and Board Directors as prescribed in the election clause of this Articles of Association. e. The first General Meeting shall elect the President and the Board Directors according to the Articles of Association. After the first General Meeting, the Motion Pictures Association shall cease to exist. f. The Articles of Association is deemed to be adopted upon registration of the Association by the Authority. g. The General Secretary of the Motion Pictures Association shall officiate as the Executive Director of the Film Association of Bhutan till the Executive Director is recruited by the Board of Directors. h. The staff, assets, and the bank accounts of the Motion Pictures Association shall be transferred to the Film Association of Bhutan after the Motion Pictures Association has been audited. Article 33: Election Committee a. A four-member Election Committee comprising of the Executive Director, Legal Advisor to the Film Association of Bhutan, and two members shall be formed two months before the date of the General Meeting, in which the elections are scheduled to take place. The three members shall be appointed jointly by the Executive Director and the Legal Advisor. b. The Election Committee shall inform all the members about the elections at least 30 days in advance from the date of the General Meeting in which the elections are scheduled. c. The members appointed to serve in the Election Committee shall not vote in the elections. 22
d. The Election Committee shall compile nominations and prepare and conduct the elections as per the election clause of the Articles of Association. e. The Election Committee shall have the authority to reject a candidate if the candidate does not meet the requirement criteria. Article 34: Nomination and Election of President a. A member fulfilling the criteria for the post of President and wishing to contest the election shall declare his intent in writing to the Executive Director. His/her candidature must be supported by a minimum of 10 members. b. A member with the support of 9 other members may nominate a candidate(s) for the post of President. The candidate may be from amongst the members or from outside the association. The nomination shall be submitted in writing to the Executive Director along with the consent letter from the candidate. c. Anyone from outside the association fulfilling the criteria for the post of president and wishing to serve as the president shall submit a written application to the Executive Director, who shall inform all the members and solicit support. His/her candidature shall require the support of 10 members. d. The nominations shall be completed at least before 7 days from the date of the General Meeting in which the elections are scheduled. e. The President shall be elected through secret ballot. All the members present in the General Meeting shall have the right to cast votes. Members who are absent shall not be allowed to vote through post or proxies. f. If there is just one nomination, the voting shall be yes or no for the candidate. Article 35: Nomination and Election of Board Directors from Amongst Members a. Each group of members mentioned in article 19 (b) shall nominate and elect their Board Directors. a. A member fulfilling the criteria for the post of Board Director and wishing to contest the election shall declare his intent in writing to the Executive Director. His/her candidature must be supported by a minimum of 3 members from his/her group. b. A member with the support of 2 other members from the sub-group may nominate a candidate(s) for the post of Board Director. The nomination shall be submitted in writing to the Executive Director along with the consent letter from the candidate. c. The nominations shall be completed at least before 7 days from the date of the General Meeting in which the elections are scheduled. d. The Board Directors shall be elected through secret ballot. Only the members of the group present in the General Meeting shall have the right to cast votes. Members of the group who are absent shall not be allowed to vote through post or proxies. 23
e. If a sub-group under documentary and other film forms group is able to nominate only one candidate, the vote will be yes or no. If a sub-group under feature film and television drama group is able to nominate only two candidates, the vote shall be yes or No for each candidate. f. If a group is unable to nominate a candidate before 7 days from the date of the General Meeting in which the elections are scheduled, the posts shall be open to members from other sub-groups. The nominations and elections shall be carried out as follows: (1) A member fulfilling the criteria for the post of Board Director and wishing to contest the election shall declare his intent in writing to the Executive Director. His/her candidature must be supported by a minimum of 10 members from all subgroups. (2) A member with the support of 9 other members from all the sub-groups may nominate a candidate(s) for the post of Board Director. The nomination shall be submitted in writing with the consent letter from the candidate. (3) The Board Director shall be elected by secret ballot. All the members present in the General Meeting shall have the right to cast votes. Members who are absent shall not be allowed to vote through post or proxies. Article 36: Appointment of President a. If there is no nomination for the post of President, the post shall be left vacant until the Board Directors are elected. b. The Board Directors shall identify a suitable candidate and request him/her to serve as the president for one term. The appointment shall be done through the Board Meeting chaired by the Member Secretary Article 37: Rules and Regulations of the Association a. The association shall adopt a set of service and financial rules which shall be called Service and Financial Rules. The affairs of the association shall be conducted according to the Service and Financial Rules. b. The association shall adopt a set of rules and regulations for production and it shall be called the Production Rules and Regulations. Every member shall adhere to these rules and regulations when carrying out productions. Article 38: Dissolution a. The association shall be dissolved if all the members resign and no new member joins the association for thirty days from the date of the resignation of the last member. b. In the event of the dissolution, a Liquidation Committee consisting of the President, Executive Director, representative from the Ministry of Information & Communications, and the representative from the Civil Society Organization shall be formed to dispose the funds and the assets of the association. 24