The Companies Act, 1956

Memorandum of Association

OF

ICCO  – INDIAN CHAMBER OF CONTENT OWNERSHIP

Name

1. The name of the Association is the ICCO – INDIAN CHAMBER OF CONTENT OWNERSHIP , defined as Association in this memorandum.

The Registered Office

2. The Registered Office of the Association will be situated in Mumbai. The territories to which the objects of the Association extend are the whole of India, Burma, Ceylon, including Native States, and Nepal and Bhutan. Extended in the entire world including the territories of the places which could be discovered in future. 

Definition of Content.

For the purpose of our association and our activities Content will be defined as moving pictures created through conventional methods of filming with a optical camera loaded with conventional celluloid film or digital cameras with digital mediums also inclusive of motion or moving pictures created on computers, mobile phones or any other equipment or technology available today or the undefined technology of the future.

Objects of the association for development of content for film, television, OTT and all digital platforms of media like YouTube, Vimeo of the entertainment industry.

3. The objects for which the Association is established are:-

(a)  To promote, aid, help, encourage and develop the film, television, OTT, cable, satellite and digital media trade of the entertainment industry and including all future technologies of the entertainment industry and world of content with motion, of the entire world in all possible formats of today and future.

Popularising the content of motion or moving pictures.

(b) To popularize the Indian content industry be it optical, digital or any futuristic format with the motion picture producing and entertainment industry of the world.                                           

Place of meeting.

(c)  To provide for the members a suitable place of regular meetings.                      

Interest of member.

(d)  To watch over, support, protect, extend and define the rights of the members of this Association and to procure for their benefit special advantages from the other associations of our industry as well as from various government departments state or central, municipalities, municipal corporations et al.

Cordial relations in the industry.

(e)  To encourage the growth of friendly feelings amongst the members and amongst persons engaged in the content creation of the entertainment industry of the world and specially to encourage co-operation between the members and between the persons engaged in the industry of the entire world.

General.

(f)  To do all acts or to assist in doing of all acts of all kinds whereby the content creation and content producing industry and including the entire entertainment industry or the persons engaged therein in India and the entire world, may be assisted, helped or aided in any manner whatsoever and without prejudice to the generality of the above to do any of the following acts and things:-    

Correlate with Persons in the industry.

(i)  To correlate with the persons engaged in the creation and production of content for the entire entertainment.

Look after the welfare of all the members.

(ii)  To look after the welfare of all members, all such persons engaged in the content creation and production in the entertainment industry.

Information.                                                                                              

(iii) To gather and give all information to members on matters affecting the production, exhibition or distribution of content of all formats of Indian as well as the international entertainment industry.                                      

(iv) To collect and furnish information for all the members about all matters relating to content creation,  production, distribution and exhibition, and in particular statistics of all kinds related to our industry.

Contact between all sectors of the industry from content creation, its management and distributions.

(v) To bring into contact persons engaged in content creation/production, its management to distribution and exhibition of content using any and all types of technology inclusive of conventional theatres, OTT platforms (streaming), broadcast, cable and satellite or any method or technology which may be available in future.

Experimental and research work

(vi) To undertake and carry on experimental and research work of all kinds which may benefit the industry.                                              

Title Registration

(vii)  (a)   Every member shall as soon as they decide to produce any such Content irrespective of the length or the format or the purpose for which, the same is produced, shall forthwith register the title in respect of the said content before utilizing the name of the Content for any of the purpose for which, she/he shall make necessary application in writing to the Association which shall be considered by the Association and allied Associations in accordance with the present Rules and if the said title is not registered with any other association, the same shall be registered in the name of such applicant however, if the same is registered in the name of any other person, the name of the Applicant shall be kept in waiting list. This shall not be compulsory if the producer wants to release it through OTT platform or something like YouTube, Vimeo or its equivalent. But it is definitely advisable to register the title for sake claiming copyright or the same gets into litigation for any reason whatsoever.

(b)  Every Application of the member approved by the Association shall be duly entered into the Title Registration ledger or maintained in the computerised ledger account for the purpose and the Secretary and/or any other person authorized by him shall give the registration number and date of such registration which shall contain all the details mentioned in the Application.

Details of every such registration shall be intimated to the Applicant and as far as possible, the same shall be circulated amongst the members of their Association if the same maybe required.

Internal regulation and self discipline of the industry.

(viii)  To formulate rules for the conduct of self discipline of the members and other persons in the content industry and any other entertainment field in the World and to change or vary the same from time to time, such rules relating either to the personal conduct of the members inter se or relating to the usages and customs to be observed in the industry.

Settlement of dispute and arbitrator.

(ix)  To settle and act as arbitrator in respect of all the disputes between the members of the association or between the members or any other person having commercial transaction or any dealings or work with the members irrespective of the fact that such other person may not be member of our or any other association.                                

(a)  It is specifically provided and sincerely advised that while entering into any Agreement with the third party, the member shall disclose to such third party that he is member of the Association and disputes, if any, arising between them shall be dealt with by the Association in accordance with the provisions of Arbitration Act and/or any other Act as may be prevailing at the respective time. By entering into the agreement it will amount to consent to such arbitration by ICCO  between both the parties.

(b)  Every member shall be entitled to refer their dispute to the Dispute Settlement Committee for Arbitration and the Committee shall be entitled to initially try and settle the matter between the parties however, in case, if no such settlement is possible, the decision given by the Committee after Arbitration shall be treated as an Award passed by the Committee which shall be binding upon the members as well as the non-members with whom, the members have entered into any such Agreement.

(c)  Every member of ICCO  and the non member shall abide the decision taken by the Dispute Settlement Committee failing which, the Association shall be entitled to declare him as a defaulter and the Opponent in whose favour, the award has been passed, shall be entitled to implement the same by execution as an Award passed by the Arbitrator.

(d)  None of the members of ICCO  shall be member of such Dispute Settlement Committee who is interested in the subject matter referred to such Dispute Settlement Committee and shall retire from his Chair before the matter is taken up by the Committee.

(e)   It will be open for the Executive Committee members to pass appropriate Resolution suspending and/or debarring any member who acts contrary to the interest of the Association/or members of the Association by giving 15 days notice to rectify his acts within 15 days from the date of receipt of the notice.

(f)   Every person against whom the Award has passed shall be entitled to approach the Executive Committee for review of the said Award and identically every person in whose favour the Award is passed, if not reviewed or challenged before the Hon’ble Court shall be entitled to get the same executed in accordance with law.

(g)  Every member shall be entitled to produce content subject to the rules and regulations of the Association of ICCO  and shall not take services of the persons who have been specifically debarred by ICCO  and/or who has been declared to be a defaulter.

(h)  These Rules shall be amended by the Executive Committee if considered necessary in future.

Content knowledge and business promotion.

(x) To encourage, assist and extend knowledge and information connected with the content industry by the association, presentation of workshops, lectures, discussions, correspondence, conferences, etc. 

will be organised as often as possible by inviting eminent personalities of our trade as often as possible for our members.

Advanced Technology.

(x) To aquatint the members of the latest technology for creating content, its management and its distribution, workshops would be conducted and organised inviting the specialists of our trade for the knowledge of our members.

Laws and regulations concerning the content and entertainment industry.

(g)  To take all necessary action in relation to the laws and regulations concerning the content industry and other entertainment sectors including  censoring of content in India and Internationally and to create and maintain harmonious relations with the authorities whether state or central governments, judiciary, local authorities, police, municipalities 

or others and without prejudice to the generality of the above to do all or any of the following acts, deeds and things:-       

Representation.

(i)  To correspond with and appear on behalf of the members or the content industry and other entertainment sectors before all concerned authorities.           

Advice.

(ii)  To act on behalf of the content industry and to advise if called upon, any such authorities.                                                                                                                 

Privilege.

(iii)  To obtain permissions, sanctions, privileges, advantages, relief and co-operation from any and all authorities in the interest of our members.

Legislative measures.

(iv) To study and suggest, promote or oppose legislative and other measures affecting the content and other entertainment sectors of our industry and to obtain changes and improvement in the law relating to the same.

Protection of and legal aid to members.

(v)  To protect the interests of the members of the Association and those engaged in the content and entertainment industry and to help them by legal aid given freely or otherwise and by presenting to the proper authorities the cases of such persons, members or persons engaged in the industry as may require help and support of our association.

CBFC Central Board of Film Certification.

(vi)  To sponsor and introduce legislative and other measures for the purpose of regulating the actions of the CBFC and its branches all over India and specially to provide for:-

Uniform and quick certification.

(a)  Competent, uniform and quick certification of the content in India and internationally.

Representation on CBFC boards.

(b)  Proper and adequate representation of the Association on such Boards all over India.

Minimizing Interference.

(c)  To minimize interference with the trade and the content industry by such CBFC Boards.

Miscellaneous.

(d)  To otherwise act in all matters relating to the certification of the content internationally.

Property service.

(e)  To establish and maintain “a property service” either singly or in concert with producers and manufactures in order to obtain for the members the use of such property.

Branches.

(f) To establish branches, or local or subsidiary Association in any states of India or in any territory outside India encompassing the entire world.

Donations etc.

(g) To accept any bequest, devise, gift or donation whatsoever (whether of money or of property of any description) and to apply the same or the proceeds of sale or realization thereof for the purposes of the Association or to invest the same or such proceeds and apply the income arising there from for any of the purposes of the Association.

Finance.

(h)   Generally to obtain money for the objects of the association in any lawful manner and to invest, apply or deal with the same in such manner as may be considered the most desirable for giving effect to such objects.

Acquiring of Movable and immovable property

(i)  To acquire by way of gift, donation, purchase, take on lease or otherwise lands and all other property movable and immovable, which the Association for the purpose thereof may from time to time think proper and appropriate to acquire.

Management and disposal of property.

(j)   To sell, prove, manage, develop, exchange, lease or let, under lease, sublet, dispose of, turn to account or otherwise deal with all or any part of the property of the Association.

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 Association’s premises

(k)  To construct upon any premises acquired for the purpose of the Association any building or buildings for the purposes of the Association and to alter, add to or remove any building upon such premises.

Association’s premises for public purpose

(l)   To permit any of the buildings of the Association to be used upon such terms as the managing committee of the Association may thing fit for mini theatre, meetings,

lecture and discussions or for any other purpose which the Association may think expedient and necessary.

Negotiable Instruments

(m)  To draw, make, accept, endorse and execute cheques and other negotiable instruments.

Collaboration with other bodies

(n)   To aid, help or receive aid and help from and other Associations promoting or formed to promote any of the above objects and to subscribe to any Association with the view of obtaining any other advantages or benefits for the purposes of the Association and to subscribe to any fund, movement or society that the managing committee may from time to time consider deserving.

Administration expenses

(o)  To pay out of the funds of the Association the cost, charges and expenses, preliminary and incidental to the formation, establishment and registration of the Association, or any other Association and all the expenses which the Association may lawfully pay, including brokerage and commission for obtaining applications for or taking, placing, or underwriting debentures for debenture stock.

(p) To do all such other lawful things as are incidental or conductive to the attainment of the above objects or any of them.

Application of income and property

4. The income and property of the Association whensoever derived shall be applied solely for the promotion of the objects of the Association as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Association provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer, member or servant of the Association or to any other person in return for any services actually rendered to the Association, provided further that no member of the managing committee shall be appointed to any salaried office of the Association or any office of the Association paid by fees and no remuneration shall be given by the Association to any member of the managing committee except repayment of the out-of pocket expenses and interest on money lent, or rent for premises demised to the Association; provided further that this provision shall not apply to any payment to any airlines, railway, gas or electric, water or telephone/mobile company, of which a member of the governing body may be a member or any other  company in which such member shall hold shares and such member shall not be bound to account for any share of profits he may receive in respect of such payment. This clause contains the conditions on which a license is granted by the Local Government to the Association in pursuance of Section 26 of the Indian Companies Act 1913. If any member of the Association pays or receives any dividend bonus or other profit in contravention of this clause his liability shall be unlimited and personal.

Liability on members.

5. The liability of the members is limited except in the case of members whose liability may become unlimited under the preceding clause.

Liability of winding-up

6. Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the

Association contracted before the time at which he ceases to be a member and of the

costs, charges and expenses of the contribution amongst themselves such amount as

may be required not exceeding Rupees five thousand or in case of his liability becoming unlimited such other amount as may be required.

Disposal of Property after winding-up

7. lf upon the winding up or dissolution of the Association if there remains after the satisfaction of the all its debts and liabilities any property whatsoever the same shall be first in time included for the purpose of forming of new association and if that is not possible than shall be distributed to all its members as may be permitted under the provision of law to or distributed amongst the members of the Association but shall be given or transferred to such other institution or institutions having objects similar  to the objects of the Association to be determined by the members of the Association at or before the time of dissolution or in default thereof by the High Court of Bombay, and if and so far as effect cannot be given to the aforesaid provision then to some charitable trust which is formed for the benefit of the entertainment industry.