The Digital Media Manifesto

 

Source

L. Chiariglione

Title

Proposed revision of DMP Statutes (from article 5 to 7)

No.

031014chiariglione01

 

The purpose of this document is to propose a revision of the DMP Statutes based on the many discussions made on the DMM and DMP reflectors and on the document "Revised version of Draft Purpose, organisation and work plan of DMP".

Text in italic represents text drawn from DMP Statutes.


THE DIGITAL MEDIA PROJECT

Draft STATUTES

 

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.

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The last paragraph above should be

"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 Principal Members."

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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.

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The paragraph above should become:

The Association shall be managed by a Board of Directors which shall havea minimum of 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.

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

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The paragraph above should become:

The Vice President is chosen among the Board of Directors

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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: