The Digital Media Manifesto

 

Source

L. Chiariglione

Title

Proposed Statutes of Digital Media Project

No.

030902chiariglione01r04

 

THE DIGITAL MEDIA PROJECT

Draft STATUTES

Table of Contents


ARTICLE 1 - Name

The "Digital Media Project" (hereinafter referred as "DMP") is constituted as an association under the terms of Articles 60 et seqq. of the Swiss Code and these Statutes.

 

ARTICLE 2 - Seat

The seat of DMP is in Geneva, Switzerland.

 

ARTICLE 3 - Purpose

The purpose of the DMP shall be:

To promote continuing successful development, deployment and use of Digital Media that respect the right of creators and business players to exploit their works, the wish of end users to fully enjoy the benefits of Digital Media technologies and the interest of various value-chain players to provide products and services.

Digital Media include mainstream media experiences such as Compact Disc, Digital Versatile Disc, Digital Audio Broadcasting and Digital Television but also newer emerging experiences made possible by Information and Communication Technologies.

The purpose of DMP shall be pursued by developing technical specifications, recommended practices and recommended actions enabling businesses, both new and old, that support new user experiences and recommendations to appropriate entities to act on removal of barriers holding up exploitation of Digital Media.

The goals are realised through the open international collaboration of all interested parties, on reasonable terms applied uniformly and openly. DMP will contribute the results of its activities to appropriate formal standards bodies if applicable.

The business of DMP shall not be conducted for the financial profits of its Members but for their mutual benefits.

Discussions about sales levels, methods, channels of distribution, markets, customers, prices or profitability or any other topic which would restrict use of technologies are prohibited.

 

ARTICLE 4 - Membership

1. Application conditions

Any corporation and individual firm, partnership, governmental body or international organisation supporting the purpose of DMP may apply for Membership. DMP may define certain categories of individuals who support DMP’s goals and allow these to apply for Associate Membership.

DMP does not restrict Membership on the basis of race, color, sex, religion or national origin.

The Members agree to respect all legal provisions and these Statutes concerning DMP. When developing technical specifications, recommended practices and recommended actions the following applies: Each applicant has to declare himself individually and collectively committed to open competition in the development of technologies. The Members are not restricted in any way from designing, developing, marketing and/or procuring the technologies developed.

Members are not bound to implement or use specific technology standards, or recommendations by virtue of participation in DMP.

Membership in DMP in no way obligates or requires a member to license its patents or technologies to others. If a member chooses to license its patents or technologies, membership in DMP in no way imposes, obligates or requires such member to offer such licenses on any particular terms.

2. Voting right

The Members who have the right to vote are called Principal Members.

The Administrative Council (hereinafter referred to as "Board of Directors") may from time to time propose to the General Assembly the establishment of one or more classes of non-voting Members.

The Members who have not a voting right are called Associated Members.

2.1 Right of the Principal Members

A Principal Member:

2.2 Right of Associated Members

An Associated Member in good standing:

3. Admission procedure

A written application must be submitted to the Membership and Nominating Committee in the form prescribed by the Board of Directors. Such application must contain a signed agreement to be bound by the Statutes.

The Membership and Nominating Committee recommends the approval or rejection of the application to and in accordance with the criteria defined by the Board of Directors. The criteria shall be objective and non-discriminatory and shall be published and shall allow any party with good faith to become a Member.

The final decision as to admission rests with the Board of Directors. The admission procedure is completed when the new Member has paid the subscription fees.

4. Terms and conditions

Membership shall be considered complete and in good standing when the signed DMP Statutes document is accepted by DMP and full dues payment is made. The membership is valid for one fiscal year, and is renewable on payment of the annual membership fee without any new approval.

Initial Member dues for the first year of membership shall be payable upon submission of a signed Statutes document. Payment of annual dues in each subsequent year shall be due and payable on the first day of DMP’s new fiscal year.

5. Suspension, exclusion and expulsion

The Board of Directors can decide to suspend or expel a Member and shall state the cause. In particular, the Board of Directors may so act in the following cases:

The Board of Directors shall not act in a discriminatory manner in suspending, excluding or expelling a Member.

Membership shall automatically cease in case of bankruptcy, withdrawal or cessation of business or of such a change in the nature of business that criteria for Membership would no longer be complied with.

In case of delinquency of any Member relating to its payment of fees obligation, the Board of Directors may suspend such Member by written notice. The suspension shall be effective thirty (30) days after the date of the notification unless the default of payment has been cured during such period.

Any Member shall automatically be excluded and expelled if his fees are not paid within ninety (90) days following the effective date of the suspension notice.

In case of expulsion, the Member forfeits any fees paid during Membership.

The delay for new Membership application is at least one (1) year from the date of expulsion.

The admission of an expelled Member is subject to his payment of all arrears in fees and any other monetary obligations to DMP.

6. Resignation

Resignations require notice in writing to the Board of Directors.

The resignation becomes effective as soon as the resigning Member has fully paid any outstanding amounts still due to the DMP. In case of resignation, the Member forfeits any fees paid during Membership.

7. Property rights

7.1 Intellectual property rights of the Members

All patents, copyrights or other intellectual property owned or created by any Member shall remain the property of that Member. Such ownership shall not be affected in any way by the Member's participation in DMP, unless the Member specifically agrees otherwise.

All material presented to DMP or its Committees shall be deemed to be of non confidential nature and hence suitable for public distribution.

7.2 Intellectual property rights of DMP

Through its activities, DMP may generate protectable intellectual property rights.

7.3 DMP's publications

DMP may publish documents to promote its objectives and purposes.

Members' employees may be cited as co-authors when appropriate.

The use of any Member's name, trademarks or trade names by DMP including a Member description of DMP's work is prohibited without prior written consent of the concerned Member, even after Member's resignation, exclusion or expulsion.

7.4 Other property rights

In the event of the dissolution of DMP and liquidation of the association, the assets remaining from the liquidation shall not be distributed among the partners in proportion to their contribution but shall be allocated to a not-for-profit purpose, the partners expressly waiving any payment on the net assets of liquidation.

 

ARTICLE 5 - DMP's bodies

The bodies of DMP are:

 

ARTICLE 6 - General Assembly

1. Organisation

The General Assembly is formed by the Principal Members. It is the supreme body of DMP.

Other Members may attend the General Assembly as observers.

2. Meetings

2.1 Annual Meeting

The Annual Meeting at the direction of the Board of Directors shall be on such date and time and at such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

2.2 General Meeting

Due to special reasons a General Meeting may be held at any place designated by the President or the Board of Directors.

The Board of Directors shall call a General Meeting within thirty (30) days of the receipt of a written request setting forth the proposed agenda signed by at least twenty percent (20 %) of the Members.

3. Notice

Written notice of the time and place and purpose of holding any Annual or General Meeting shall be given to each Member of DMP who on the record date of notice is permitted to attend such meeting at least thirty (30) days, but no more than ninety (90) days prior to the scheduled date for the meeting. The written notice of a meeting will include the proposed agenda. All notices shall be given at the address on file with DMP either personally, or by tele-copier, electronic mail or by first class, registered or certified mail.

4. Quorum

Thirty percent (30%) or more of the Principal Members, excluding proxies, shall be necessary for the initial establishment of the quorum for the transaction of business. For subsequent establishments of the quorum proxies shall be counted. Participation by teleconference is considered to be equal to participation in person.

If such quorum is not met at any meeting, a majority of the Principal Members present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.

5. Decisions

A fifty percent plus one (50% plus one) or more vote of the Principal Members in good standing present or represented by proxies is required to pass a resolution of the Members in the following cases:

A two-third (2/3) or more vote of the Principal Members in good standing present or represented by proxies is required to pass a resolution of the Members in the following cases:

6. Proxies

At all meetings of DMP any Principal Member shall be entitled to vote either in person or by a duly accredited proxy. A proxy shall not be valid for more than the meeting for which it is intended to be used or any adjournment thereof. No Principal Member shall validly hold more than two (2) proxies.

 

ARTICLE 7 - Board of Directors

1. Organisation

The Association shall be managed by a Board of Directors which shall have three (3) Members for the foundation act of DMP only and an uneven number of no less than five (5) and no more than eleven (11) Members elected by the first General Assembly.

The President and the Vice-President are chosen among the Board of Directors.

The Secretary and Treasurer may be Directors.

The Board should have insofar as possible a balanced representation of the main interests on the Digital Media value chain.

Directors shall receive no salary for their services.

2. Candidates

Director Candidates are proposed to the General Assembly by the Membership and Nominating Committee.

The Directors are selected from among the Principal Members' employees.

No Member should have more than one of its employees appointed as a Director.

3. Term

The Directors shall serve terms of two (2) years, staggered so that one (1) half of the Board of Directors is elected each year.

For the first term five (5) members of the Board of Directors extend their term to three (3) years.

A Director may not serve more than two (2) consecutive full terms of office and neither that Director nor another employee of the same Member shall be eligible for re-election as a Director before the expiry of one (1) full term. Further no Member may have employees serving as a Director for a period of more than two consecutive full terms. No employee of such Member shall become eligible for election until a further full term shall have passed.

4. Removal

Directors may be removed in the following cases:

5. Vacancies

Any vacancy in the Board of Directors should be filled until the next meeting by decision of the Board of Directors on a simple majority of the present Directors at any meeting of the Board of Directors.

The Member whose employee is chosen for filling the vacancy shall not already be represented in the Board of Directors and has to be confirmed as Director by the next General Assembly.

6. Meetings

Meetings of the Board of Directors shall be held anywhere in the world.

The President shall determine the regular meetings' time, place and the intervals between these meetings.

Special meetings shall be called by the President on at least fourteen (14) days notice prior to the meeting; the notice shall contain date, time and place of the meeting and shall be sent personally, by mail or electronic transmission, with acknowledgement of receipt.

Special meetings shall be called the same way on written request of one-third (1/3) of the Directors.

Urgent matters may be discussed by teleconference.

The requirement of notice for any meeting of the Board of Directors may be waived by the unanimous consent of the members of the Board of Directors. A Director may evidence such consent by a writing delivered to both the President and Secretary at or prior to such a meeting by mail or electronic transmission, with acknowledgement of receipt, or by the vote of such Director at the time of such meeting.

7. Quorum and majority

Any transaction of business is possible as soon as a simple majority of all the Members of the Board is present.

Other decisions than sanctions against Members are taken on a simple majority vote of the present Directors.

Sanctions against Members, including removal, are taken on a two-third (2/3) majority vote of the present Directors.

The President shall cast the deciding vote in case of a tie.

Any action which may be taken at any meeting of the Board of Directors, may be taken without a meeting by unanimous written consent of the Directors which consent shall be delivered by each Director to both the President and Secretary by mail or electronic transmission with acknowledgement of receipt.

8. Powers

The Board of Directors:

 

ARTICLE 8 - Officers

1. Organisation

The Board of Directors shall elect the Officers after the Annual Meeting of the General Assembly.

The Officers shall be:

The President and the Vice-President are automatically Officers.

The Secretary and the Treasurer may be the same person or their offices may be filled by the Vice-President.

The Officers shall receive no salary for their services.

2. Term

Officers shall hold their offices for one (1) year or until their successors are chosen. If they are Directors, the rules of Article 7.3 shall be applied accordingly.

3. Removal

Officers may be removed by resolution of the Board of Directors. No indication of cause is necessary for the removal.

4. Vacancies

In case of death, resignation, removal or disqualification of any Officer, the vacancy shall be filled by the Board of Directors. If the Officer is a Director, the rules of Article 7.5 shall be applied accordingly.

5. President

The President shall:

6. Vice-President

In case of the President's impediment, the Vice-President shall:

The Vice-President shall also perform all other duties prescribed by resolution of the General Assembly, the Board of Directors or these Statutes.

7. Secretary

The Secretary shall:

8. Treasurer

The Treasurer shall:

9. Signature

Except as provided elsewhere in these Statutes, all documents which purport to bind DMP must be signed by the President and another Officer.

 

ARTICLE 9 - Advisory Committees

1. Organisation

DMP has specifically Standing and Advisory Committees as described hereinafter.

Each Committee shall have one (1) Member at least, who is a Director and chairs the Committee.

2. Quorum and votes

The quorum for the transaction of business in a Committee is the simple majority of its present members which are Principal Members.

Advisory Committees take their decisions on a simple majority vote of their present Members.

Directors in Advisory Committees have no voting rights.

3. The Membership and Nominating Committee

This Committee shall:

4. The Finance and Audit Committee

This Committee shall within the financial year (1st of January to 31st of December):

ARTICLE 10 - Development Committees

1. Organisation

The Board of Directors establishes Development Committees to accomplish the work of DMP.

Each Development Committee and subgroup of it shall consist of Members of DMP.

2. Procedures and vote

The work of the Development Committees is regulated by the Work Procedures. These will specify that special care must be exercised to achieve concurrence of DMP Members in approving documents affecting their industries.

 

ARTICLE 11 - Logo

DMP shall have a Logo.

 

ARTICLE 12 - Liability

For its obligations DMP is liable with its assets only.

The Members Officers and Directors are not liable for the debts, actions/inactions of or on behalf of DMP, provided such actions/inactions are in accordance with the Statutes and/or directions of the General Assembly or the Board of Directors.

 

ARTICLE 13 - Indemnification

To the fullest extent permitted by law and these Statutes, DMP shall indemnify its Directors, Officers and other persons, including persons formerly occupying any such position, against all expenses, judgements, fines, settlements and other amounts actually and reasonably incurred by them in connection with their correct execution of their duties prescribed herein.

On written request to the Board of Directors by any person seeking indemnification, the Board of Directors shall promptly determine whether the applicable standard of conduct has been met and, if so, the Board of Directors shall recommend indemnification to the General Assembly. If the Board of Directors cannot recommend indemnification because the number of Directors who are parties to the proceedings with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board of Directors shall promptly call the General Assembly. At that meeting, the Members shall determine whether the applicable standard of conduct has been met and, if so, shall authorise indemnification in accordance with this article.

 

ARTICLE 14 - General provisions

1. Annual fees

Annual membership fees will be determined by the Board of Directors as defined in Article 7, Section 8 and presented for approval of the membership during a duly convened General Assembly.

2. Term of DMP

DMP shall have a term of five (5) years and shall be wound up upon expiry of such term unless agreed otherwise by a two third (2/3) majority vote of the Principal Members.

3. Dissolution

Should DMP be wound up, the balance of its assets shall, after deduction of debts, not be returned to the Members in proportion of their contribution, but be donated to a not-for profit goal, the members explicitly renouncing any payment from the net assets remaining after liquidation of DMP’s property.

4. Antitrust Policy

Each Member acknowledges that the Members are committed to fostering competition in the development of new products and services. The Members further acknowledge that they may compete with one another in various lines of business and that it is therefore imperative that they and their representatives act in a manner that does not violate any applicable antitrust or competition law or regulation in any jurisdiction. Accordingly, each Member hereby assumes responsibility to provide appropriate legal counsel to its representatives acting under this Agreement regarding the importance of limiting their discussions to subjects that relate to the purposes of DMP and avoiding discussions of matters relating to product costs, product pricing, methods or channels of product distribution, any division of markets, or allocation of customers or other competitively sensitive issues, whether or not such discussions take place during formal meetings, informal gatherings, or otherwise.

5. Amendments to the Statutes

The effective date for amendments to these Statutes shall be the date such amendments are duly enacted by the General Assembly in accordance with Article 6, Section 5, unless stated otherwise in the amendment or the General Assembly resolution enacting such amendment. All members shall be bound by any duly enacted amendments to these Statutes.

Duly signed at Geneva, on this dd/mm/2003










For acceptance

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