BYLAWS OF ALIANZA DE DIRECTORES AUDIOVISUALES LATINOAMERICANOS (LATIN AMERICAN AUDIOVISUAL DIRECTORS ALLIANCE) - ADAL -

CHAPTER I: LEGAL NATURE - NAME - HEAD OFFICE - PURPOSE - DURATION.-

Article 1°.-The Alianza de Directores Audiovisuales Latinoamericanos (Latin American Audiovisual Directors Alliance) – ADAL- is a non-profit civil institution specifically created upon the need of a specific project to encourage the creation and to strengthen the existence of Collective Management Associations of author´s rights of audiovisual directors as film and/or television audiovisual works creators. To the extent possible, this project includes the need to contribute to the directors being represented in Associations whose main activity is the defense of the directors' rights, discouraging director's representation in Associations whose main activity is the defense of author´s rights in other branches, notwithstanding the fact that later the Associations of the different branches may work jointly and be part of ADAL.

Article 2°.-ADAL has its legal domicile in the city of Mexico, Federal District, Republic of Mexico, without prejudice to set up branches, agencies or correspondent offices anywhere in the country or abroad.-

Article 3°.-The duration of ADAL is for life.-

Article 4°.-The specific object or purpose of ADAL, either in its head office or abroad, will be:

1. a) encouraging the creation of Directors' Associations within the Latin American territory for the defense, legal recognition and effective observance of the moral and economic rights that correspond, over the film and/or audiovisual works in general, to their directors or makers as creators or authors of said works;
2. b) defending the director's right to receive an economic compensation for the public exhibition and/or secondary exploitation of the audiovisual work as a non-transferable right of the directors and their heirs;
3. c) defending the national treatment right but also the reciprocity right for the foreign works, with the exception that will be detailed herein;
4. d) supporting and providing assistance in the development and consolidation of associations that are not members of ADAL;
5. e) performing any type of activity aimed at intensifying the solidarity between the member Associations;
6. f) favoring the cooperation and the friendly relationships between the author´s rights Associations;
7. g) handling and studying the problems directly related to the moral, material and professional interests of film, television and internet directors, and also of the member Associations;
8. h) ensuring all the other functions contributing to the development of the member Associations;
9. i) establishing specific funds (supported regularly by all the members voluntarily) which purpose shall be to:
   1. (i) assist all the members in countries where collective management does not exist ("Solidarity Fund");
   2. (ii) finance any other project within the framework of the Purpose that may be promoted by the Board.-

CHAPTER II: MEMBERS.

Article 5°.-ADAL will comprise Full Members, Associated Members and Adherent Members (Entities under incorporation).

1. An organization may be a candidate for Full Member if:

1. a) it is a collective management association having an efficient author´s rights remuneration revenue and distribution system that corresponds to the Director author of the film and/or audiovisual work;
2. b) that association is located in Latin America;
3. c) that association is part of CISAC.

Full Members are entitled to participate and vote in the General Meeting and to stand as candidates for the Board.-

2. An organization may be a candidate for Associated Member when it is located outside Latin America but it meets the requirements set forth in order to be a candidate for Full Member. Associated Members are entitled to participate in the General Meeting only with right to address the board and they cannot stand as candidates for the Board.-

3. An organization may be a candidate for Adherent Member when, without prejudice to represent them in the bylaws, it does not have an efficient author´s rights remuneration revenue and distribution system corresponding to the Director author of the film and/or audiovisual work, meeting the other requirements to be a Full Member. The Adherent Member is entitled to participate as an observer in each General Meeting and shall have the right to address the board but not to vote and cannot stand as candidate for the Board.-

Article 6°.- Entities under incorporation. Those Associations requesting their admission and that may prove -upon the Board´s criteria- that they are carrying out specific acts towards the approval of their bylaws, aiming at an efficient economic remuneration revenue and distribution system corresponding to the Director will be candidates for Adherent Members. -

CHAPTER III: MEMBERS' OBLIGATIONS.

Article 7°.- Obligations. ALLIANCE: Every Member undertakes to observe the rules, principles and procedures stated in the Meetings.-

Article 8°.- Sanctions. If the Board has proof that any Full Member, Associated Member or Adherent Member has failed to comply with the provisions of these Bylaws or does not meet the admission conditions, relevant to their capacity as Members, the Board will inform said Full Member, Associated Member or Adherent Member, as the case may be:

1. a) the charges against them;
2. b) the proof the Board has;
3. c) the nature of the sanctions applied by said Board.

The Full Member, Associated Member or Adherent Member, as appropriate, may submit, in writing or orally, the argument of their defense ("Defense") before the Board.

Once the validity of the Defense is submitted for consideration, the Board may propose (depending on the severity of the violation), by recommendation, ("Recommendation") that the General Meeting imposes on that Full Member, Associated Member or Adherent Member, one or several of the following sanctions ("Sanction"):

1. a) a warning;
2. b) a reprimand;
3. c) a fine;
4. d) the temporary exclusion from ADAL;
5. e) the final expulsion from ADAL.

After studying the Recommendation and the complete Defense of the relevant Member, the General Meeting may impose the Sanctions it may deem convenient.-

CHAPTER IV: ADAL ORGANIZATION: BOARD - MEETINGS.-

Article 9°.-President, Vice-President, General Secretary and Treasurer.

1. a- There will be a President, Vice-President, a General Secretary and a Treasurer.
2. b- The President, the Vice-President and the General Secretary must be film and/or television directors and must enjoy a well-known reputation as professional makers of audiovisual works.
3. c- The President, the Vice-President, the General Secretary and the Treasurer are elected by the General Meeting for one Term. Upon expiration of said Term, they may be reelected for their corresponding positions for a maximum of two consecutive Terms. For the avoidance of any doubt, any person performing their duties in ADAL for two consecutive Terms cannot be reelected for the same position until a full Term has elapsed from the date when they ceased their functions.
4. d- The functions of the Board are not paid but every member may receive, as far as it is reasonable and approved by the Board, the reimbursement of their travel, accommodation and food expenses incurred within the framework of their functions.-
5. e- Also, Honorary 1st President and 2nd President will be appointed due to their professional background as film and/or audiovisual Directors. They will not be part of the Board, but they will contribute, with their experience and knowledge, to the development and representation of the Alianza de Directores Audiovisuales Latinoamericanos (Latin American Audiovisual Directors Alliance) (ADAL).-

Article 10°.-Statutory Bodies.

A statutory body of ADAL is each of the following bodies:

1. a. the General Meeting.
2. b. the Board.
3. c. Audit that will be an independent professional and/or company.

Article 11°.- General Meeting.

1. 11.1. Structure:
   1. a) A General Meeting opened to all the Full Members, Associated Members and Adherent Members is established.
   2. b) Each Full Member may be represented in the General Meeting by a maximum of three delegates.
   3. c) Each Associated Member may be represented in the General Meeting by a maximum of two delegates.
   4. d) Each Adherent Member may be represented in the General Meeting by a maximum of one delegate.
   5. e) The General Meeting will be presided by the President or, if the President is absent, by the Vice-President.-
2. 11.2. Exercising the voting rights:

   Subject to the provisions of Articles 5° and 6°, for each General Meeting of each Calendar Year, each Member has the following votes:

   1. i. Full Members, an ordinary vote;
   2. ii. an additional vote when the Full Member manages predominantly the Audiovisual Directors' rights; that is to say, when it is only of Directors or when there are several Repertoire Categories, but the percentage of the national gross revenue during the last Calendar Year is higher for directors, compared to any other Repertoire Category that may be managed.

   Each Full Member appoints only one of their delegates to exercise their votes.

3. 11.3. Majority and quorum rules:

   Except for the special cases set forth in the Bylaws, the decisions of the General Meeting are adopted by the majority of the votes of the Members present or represented in said Meeting.

   A General Meeting has the necessary quorum only if the number of Full Members present or represented in said Meeting equals at least one fifth of the total number of those members and represents at least the two thirds of their total votes.

4. 11.4. Convening and meeting:

   An Annual General Meeting will be held before the end of June of each Calendar Year.

   The President, upon the Board´s request, may convene an Extraordinary General Meeting, limited to a specific purpose.

   The General Meeting will be convened in writing by the President, by means of a notice sent to each Full Member, Associated Member or Adherent Member, at least two months before the meeting.

5. 11.5. Functions.

   The General Meeting will elect or appoint, as appropriate:

   1. a. the President, the Vice-President, the General Secretary and the Treasurer;
   2. b. the Honorary Presidents;
   3. c. the Auditors.

   It will approve, before the end of June of each Calendar Year and for the immediately preceding Calendar Year, the following items:

   1. a. the Accounts;
   2. b. the Auditors' report;
   3. c. the Board´s report.

   It will analyze:

   1. a. every Candidacy presented;
   2. b. every Recommendation made;
   3. c. every Proposal made.

   It will take note of:

   1. a. every resignation of a Full Member, Associated Member or Adherent Member;
   2. b. it will adopt every Resolution related to the admission of a Full Member, Associated Member o Adherent Member.-

Article 12°.-— Meetings of the Board.-

1. a) The Meetings of the Board will be presided by the President of the Board.
2. b) During office, the President of the Board will be regularly in contact with the General Secretary and will decide, after consulting with the latter, the convening of meetings of the Board and the discussion of urgent matters.
3. c) The Board will meet at least twice per Calendar Year.
4. d) The quorum of three Administrators is required so that a meeting of the Board is considered valid. Every Representative participating in a meeting of the Board by means of a telephone conference or a videoconference will be considered present at a meeting of the Board, for all the duration of said participation.
5. e) In the meetings of the Board, each Administrator has one vote.
6. f) The decisions of the Board will be adopted by the majority of the Administrators present.
7. g) In case of tied votes in a meeting of the Board, the President of the meeting will vote for a second time, and its vote shall prevail.

Article 13°.- Powers and obligations of the Board.-

The powers and obligations of the Board include mainly the following:

1. a. acting on behalf of ADAL;
2. b. authorizing any action or operation that is comprised by the Purpose of ADAL;
3. c. taking the necessary decisions when appropriate;
4. d. taking the necessary decisions when appropriate;
5. e. searching for means to promote solidarity among the Associations;
6. f. creating technical committees and determining their Internal Regulations, their missions and their obligations;
7. g. submitting before the General Meeting during each Calendar Year a report of the Board corresponding to the immediately preceding Calendar Year;
8. h. submitting before the General Meeting during each Calendar Year the Accounts corresponding to the immediately preceding Calendar Year;
9. i. submitting proposals before the General Meeting in order to elect the President and Vice-President of ADAL;
10. j. studying the possible admission of an Association in ADAL, and providing advice in this regard to the General Meeting;
11. k. administering the Income
12. l. authorizing the disbursement of the Additional Voluntary Aids.-

Article 14°.-Powers and obligations of the General Secretary.-

The General Secretary undertakes the administrative functions relevant to the functioning of ADAL. In particular and without any reservations whatsoever, they must:

1. a. apply the decisions taken by the General Meeting and the Board;
2. b. jointly with the President
   1. i. convene the meetings
   2. ii. ensure the administrative preparation and the secretariat for each meeting.
   3. iii. prepare the agenda for each meeting.
3. c. handle daily matters of ADAL;
4. d. ensure the correct functioning of the administrative works within ADAL;
5. e. regarding the financial aspects, be granted the necessary powers to make the authorized expenses within the framework of ADAL's budget;
6. f. represent ADAL in all the jurisdictional instances;
7. g. administer all the Income in the name of and on behalf of the Board and assume the responsibility for all the expenses made within the framework of ADAL's budget;
8. h. administer and keep the Accounts properly;
9. i. ensure that the Members have access to the documentation relevant to ADAL;
10. j. carry out specific missions by decision of the Board and on its behalf; and carry out the rest of the administrative tasks necessary for the good performance of ADAL.

Article 15°.- Powers and obligations of the Treasurer.-

The Treasurer has the obligation and the power to exercise the general accounting control and manage all matters related to ADAL's collections and payments.-

CHAPTER V: ADAL'S INCOME.

Article 16°.- ADAL's income.-

ADAL's income ("Income") come from:

1. a. voluntary contributions of its members
2. b. donations and bequests;
3. c. income related to return on investments.-

CHAPTER VI: FINAL PROVISIONS.

Article 17°.- Dissolution.

The dissolution of ADAL may only be declared:

1. a. by the Members in a General Meeting;
2. b. upon the request of at least half of the Members;
3. c. by a qualified majority of at least three quarters of the votes issued by the Members present or represented.-

In case of dissolution, the General Meeting will appoint a special committee in charge of determining the conditions of the liquidation of ADAL's assets.-

Signed by Founders Organizations in Washington City – USA, on June 4th 2013