DAVIC Statutes
ARTICLE 1 Name
The "Digital Audio-Visual Council" (hereinafter referred as "DAVIC") is constituted as an association under the terms of Articles 60 et seq. of the Swiss Civil Code and the-se Statu-tes.
ARTICLE 2 Seat
The seat of DAVIC is in Geneva, Switzerland.
ARTICLE 3 Purpose
1. The purpose of the DAVIC is to favour the success of emerging digital audio-vi-sual applications and services, in the first instance of broadcast and interactive types, by the timely availability of internationally agreed specifications of open interfaces and protocols that maximise interoper-ability across countries and applications/services. The goals are realised through the open international col-laboration of all players in the field. "Digital Audio-Vi-sual Applications and Servi-ces" shall be broadly con-strued to include all those applications and ser-vies in which there is a prevalent digi-tal video component. DAVIC shall make any re-sults of the activities avai-lable to all interested parties on reasonable terms applied uniformly and openly and will contribute the results of its activities to ap-propriate formal standards bo-dies.
The purpose of DAVIC shall be pursued by: identifying, selecting, aug-menting, developing and getting endorsed by formal standards bodies specifica-tions of inter-faces, protocols and architectures of digital audio-visual applications and services.
2. The business of DAVIC shall not be conducted for the financial profits of its Members but shall be conducted for their mutual benefits only.
Income of third parties shall be used to finance activities of DAVIC which helps to pursue the purpose of DAVIC and - at the end - to reduce Member fees.
3. Discussions about sales levels, methods, channels of distribution, markets, custo-mers, prices or profitability or any other topic which would restrict use of digital au-dio-visual hardware, software, technology or services are prohibited.
ARTICLE 4 Membership
1. Application conditions
Any corporation and individual firm, partnership, governmental body or international organization as long as such are incorporated (hereinafter "person") supporting the purpose of DAVIC may apply for Membership.
DAVIC does not restrict Membership on the basis of race, color, sex, religion or na-tio-nal origin.
The Members agree to respect all legal provisions and these Statutes concerning DA-VIC. Each applicant has to declare himself individually and collectively commit-ted to open competition in the development of digital audio-visual products, techno-logy and services. The Members are not restricted in any way from designing, deve-loping, mar-keting and/or procuring digital audio-visual hardware, software, systems, technology or services. Members are not bound to implement or use specific digital audio-visual standards, recommendations and DAVIC specifications by virtue of par-ticipation to DAVIC.
2. Voting right
The Members who have the right to vote are called Principal Members.
The Administrative Council (hereinafter referred 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.
3.1 Right of the Principal Members
- is entitled to two (2) copies of all working documents, minutes of meeting (Board of Directors and Committees) and written contributions by DAVIC
- is entitled to one (1) vote at the Annual and General Meetings and any Commit-tee Meeting - in which they participate
- may be requested by the Board of Directors to provide qualified representatives to further the work of various Working Committees
3.2 Right of Associated Members
An Associated Member :
- has no voting right at the annual and General meetings and any Committee meetings,
- is entitled to two copies of all working documents, minutes of meetings (Board of Directors and Committees) and written contributions by DAVIC,
- has all obligations of Principal Members.
4. Admission procedure
A written application must be submitted to the Membership and Nominating Commit-tee in the form prescribed by the Board of Directors. Such application must contain a signed sub-scription to the Statutes.
The Membership and Nominating Committee recommends the approval or rejection of the application to and in accordance with the criteria definded by the Board of Di-rectors.
The final decision as to the admission rests with the Board of Directors. The admis-sion procedure is completed when the new Member has paid the subscription fees.
5. Terms and conditions
Membership is for one (1) year and is renewable on payment of fee without any new approval.
Membership fees are due on the last day of the financial year, which ends on the thir-tieth (30) day of June each year.
6. Suspension, exclusion and expulsion
The Board of Directors can decide to suspend or expel a Member without indication of cause and in particular in the following cases:
- delay in or default of payment of fees
- violation of the Statutes, procedures or resolutions adopted by the Board of Di-rectors
Membership shall automatically cease in case of bankruptcy, withdrawel or cessation of business or of such as 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 if his fees are not paid within ninety (90) days following the effective date of the suspension notice.
In case of expulsion, the Member forfeit any fees paid during Membership.
The delay for new Membership application is at least one (1) year form the date of ex-pulsion.
The admission of an expelled Member is subject to his payment of all arrears in fees and any other monetary obligations to DAVIC.
7. Resignation
Resignations have to be notified 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 DAVIC. In case of resignation, the Member forfeit any fees during Membership.
8. Property rights
8.1 Intellectual property rights of the Members
All patents, copyrights or other intellectual property owned or created by any Mem-ber shall remain the property of that Member. Such ownership shall not be af-fected in any way by the Member's participation in DAVIC, unless the Mem-ber specifically agress to otherwise.
All material presented to DAVIC or its Committees shall be deemed of non confiden-tial nature and hence for public distribution.
8.2 Intellectual property rights of DAVIC
Through its activities, DAVIC may generate protectable intellectual property rights. DAVIC will license its intellectual property rights including copyrighted materials and patents to anyone free of charge
8.3 DAVIC's publications
DAVIC may publish documents to promote its objects and purposes.
Members' employees may be cited as co-authors when appropriate.
The use of any Member's name, trademarks or tradenames by DAVIC or a Member describing DAVIC's work is prohibited without prior written consent of the concerned Member, even after Member's resignation, exclusion or expulsion.
ARTICLE 5 DAVIC's bodies
1. The bodies of DAVIC are:
- the General Assembly
- the Administrative Council (herein referred as "Board of Directors")
- Advisory and Technical Committees
ARTICLE 6 General Assembly
1. Organization
The General Assembly is formed by the Principal Members. It is the supreme body of DAVIC.
Other Members may attend the General Assembly as observers.
2. Meetings
- 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 ti-me to time by the Board of Directors and stated in the notice of the meeting.
- 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 DAVIC who on the re-cord 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 DAVIC either personally, teleco-pier, electronic mail or by first class, regi-stered 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.
If such quorum is not met at any meeting, a majority of the Members present in per-son 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 one percent (51%) or more vote of the Principal Members in good standing pre-sence or represented by proxies is required to pass a resolution of the Members in the following cases:
- approval of the audited accounts
- election of the Members of the Board of Directors
- appointment of the Auditors
- approval of the minutes of the previous meeting
A two-third (2/3) or more vote of the Principal Members in good standing presence or represen-ted by proxies is required to pass a resolution of the Members in the follo-wing cases:
- revision of these Statutes
- winding up of DAVIC
- approval of the budget and the annual fees
- removal of a Member of the Board of Directors
- indemnification pursuant to Article 13 of these Statutes
6. Proxies
At all meetings of DAVIC 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 thereat or any adjournment the-reof. No Principal Mem-ber shall validly hold more than two (2) proxies.
ARTICLE 7 Board of Directors
1. Organization
The Asssociation shall be managed by a Board of Directors which shall have three (3) Members for the foundation act of DAVIC 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 Members of the Board of Directors.
Directors shall receive no salary for their services.
2. Candidates
Candidates are proposed to the General Assembly by the Membership and Nomi-na-ting Committee.
The Members of the Board of Directors are selected from among the Principal Mem-bers' employees.
No Member should have more than one of its employees appointed to the Board of Directors, and no member may have an employee serving on the Board of Directors and at the same time on the Management Committee, with the exception of the Di-rector serving on the Management Committee.
3. Term
The Directors shall serve terms of two (2) years, stagggered so that one (1) half of the Board of Directors is elected each year.
For the first term four (4) 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 neit-her that Director nor another employee of the same Member shall be eligible for ree-lection to the Board of Directors before the expiry of one (1) full term. Further no Member may have employees serving on the Board of Directors for a period of more than two consecutive full terms. No employee of such Member shall become eligible for election until a furt-her full term shall have passed.
4. Removal
Members of the Board of Directors may be removed in the following cases:
- by the Board of Directors, if the Member has been declared unsound mind or con-victed of a felony
- by decision of the General Assembly with a two-third (2/3) majority vote
5. Vacancies
Any vacancy in the Board of Directors should to be filled until the next meeting by de-cision of the Board of Directors on a simple majority of the present Members at any meeting of the Board of Directors.
The Member chosen for filling the vacancy shall not already by represented in the Board of Directors and has to be confirmed as Director by the General Assembly.
6. Meetings
Meetings of the Board of Directors shall be held anywhere in the world.
The President shall determine the re-gular meetings time, place and the intervals between theses meetings.
Special meetings shall be called by the President on at least fourteen (14) days no-tice 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 acknow-ledg-ment of receipt.
Special meetings shall be called the same way on written request of one-third (1/3) of the Members of the Board of Directors.
7. Quorum and majority
Any transaction of business is possible as soon as a simple majority of all the Mem-bers of the Board is present.
Other decisions than sanctions against Members are taken on a simple majority vote of the present Members of the Board.
Sanctions against Members are taken on a two-third (2/3) majority vote of the pre-sent Members of the Board.
The President cast the deciding vote in case of a tie.
8. Powers
The Board of Directors:
- interprets and administers these Statutes, other documents and agreements re-lated to DAVIC
- supervises the good execution of these Statutes
- manages the properties and business of DAVIC
- proposes the budget to the Members
- sets the fee's annual scale or provides a proration fee for new Members to ac-como-date the financial year
- determines the rights and obligations of non voting Members
- sanctions Members
- drafts the annual report of DAVIC for the General Assembly
- represents DAVIC
- calls the meetings fo the General Assembly
- elects Members to fill vacancy in the Board of Directors until confirmation or
replacement
- elects Officers, prescribes their duties except otherwise provided by these
Statutes and may remove them
- sets up and controls standing Committees other than foreseen in these Statutes or special Committees as may be found necessary or desirable to carry out the ob-jects and purposes of DAVIC, determines their powers, duties and responsi-bilites, if they are not already set up by these Statutes
- orders the publication of documents proposed by the Management Committee
ARTICLE 8 Officers
1. Organization
The Board of Directors shall elect the Officers after the Annual Meeting of the Gene-ral Assembly.
The Officers shall be:
- the President
- the Vice-President
- the Secretary
- the Treasurer
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 Members of the Board, the rules of Article 7.3 shall be applied accor-dingly.
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 they are Directors, the rules of Article 7.5 shall be applied accordingly.
5. President
The President shall:
- preside the General Assembly and the Board of Directors
- call the meetings of the Board and determine the intervals between the regular meetings
- propose the agendas
- oversee the execution of the General Assembly's and Board of Directiors' reso-luti-ons
- automatically be a Member of standing and special Comittees
6. Vice-President
In case of the President's impediment, the Vice-President shall:
- perform all the duties of the President
- exercise all the power of the President
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:
- keep the complete list of references (names, addresses, etc.) of DAVIC's Mem-bers and of their employees interested in DAVIC
- attend all the General Assembly's and Board of Directors' meetings
- keep a correct record of all the transcations in these meetings in a minute book be-longing to DAVIC
- be the custodian of the corporate records, except those pertaining to the office of the Treasurer
- send out notice of meetings to every Member
- conduct all correspondance, except the one (1) pertaining to the office of the Presi-dent, the Vice-President or the Treasurer
- perform all other duties and orders prescribed by the Board of Directors, the Ge-ne-ral Assembly or these Statutes
- keep or cause to be kept a copy of the Statutes, as amended to date, at the seat of DAVIC.
8. Treasurer
The Treasurer shall:
- disburse, collect and receive any money due and belonging to DAVIC
- manage the deposits of DAVIC under the supervision of the Board of Directors and as designated by it
- notifiy the Secretary of any Member's delinquency relating to its payment obliga-ti-ons
- draft the annual financial report of DAVIC for the Board of Directors prior the An-nual General Assembly
- maintain the financial records of DAVIC according to the Generally Accepted Ac-counting Principles (GAAP) and Swiss law.
9. Signature
Except as provided elsewhere in these Statutes, all documents which purport to bind DAVIC must be signed by the President and another Officer.
ARTICLE 9 Advisory Committees
1. Organization
DAVIC has in particular standing and special 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.
The Nomination and Membership Committee and the Finance and Audit Committee take their decisions on a simple majority vote of their present Members.
The Management Committee takes its decisions by a two-third (2/3) majority of the vo-tes.
Directors in Advisory Committees have no voting rights.
3. Management Committee
The Members of the Management Committee shall serve terms of two years, staggered so that one half of the committee is appointed each year.
A member of the Management Committee may not serve more than two consecutive full terms of office and neither that member of the Management Committee, or another employee of the same member, shall be eligible for reelection to the Mana-gement Committee before the expiry of one full term. Further no member may have employees serving on the Management Committee for a period of more than two conscutive full terms. No Employees of such members shall become eligible for election until a further full term shall have passed.
No member may have an employee serving on the Board of Directors and an em-ployee serving on the Management Committee at the same time, with the exception of the Director serving on the Management Committee.
This Committee shall:
- propose the setting up of Technical Comittees to the Board of Directors
- set up subgroups of technical Committees to carry out the work of DAVIC
- provide supervision and coordination of the technical Committees and sub-groups
- recommend the publication of completed documents to the Board of Directors
4. The Membership and Nominating Commitee
This Committee shall:
- review the qualifications of each applicant for Membership
- recommend the approval or rejection of each application
- propose nominees for election to the Board of Directors taking into account the re-quirements for a balanced geographical representation
- propose nominees for all Officer positions to be filed by the Board of Directors
5. Finance and Audit Committee
This Committee shall within the financial year (July 1st of the running to June 30th of the following year):
- review the account and finance of DAVIC and prepare the audit report for the Board of Directors
- propose to the Board of Directors the revised schedule of fees to be paid by the Members of DAVIC
- recommend an annual budget
- recommend auditors for election to the Board
ARTICLE 10 Technical Committee
1. Organization
DAVIC shall at least have one (1) standing Technical Committee.
They are established to accomplish the technical work of DAVIC.
Each Technical Committee and subgroup of them shall consist of Members of DA-VIC.
2. Procedures and vote
The work of the Technical Committee is regulated by the Management Committee which adoptes and amends the relevant procedures.
ARTICLE 11 Logo
DAVIC shall have an Association Logo.
ARTICLE 12 Liability
For its obligations DAVIC is liable with its assets only.
The Members are not liable for the debts of DAVIC.
ARTICLE 13 Indemnification
1. To the fullest extent permitted by law and these Statutes, DAVIC shall indem-nify its Directors, Officers and other persons, including persons former-ly oc-cupying any such position, against all expenses, judgements, fines, sett-le-ments and other amounts actually and reasonably incurred by them in con-nection with their correct execution of their duties prescribed herein.
2. On written request to the Board of Directors by any person seeking in-demnifi-ca-tion, the Board of Directors shall promptly determine whether the applicable stan-dard of conduct has been met and, if so, the Board of Directors shall re-commend indemnification to the General Assembly. If the Board of Directors cannot recom-mend indemnification because the number of Di-rectors who are parties to the proceedings with respect to which indemnificati-on is sought pre-vents the forma-tion of a quorum of Directors who are not par-ties to that proceeding, the Board of Directors shall promptly call the General Assembly. At that meeting, the Members shall determine whether the appli-cable standard of conduct has been met and, if so, shall authorise indemnifi-cation in accor-dance with this article.
ARTICLE 14 Final provision
1. Term of DAVIC
DAVIC 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 Mem-bers.
2. Dissolution
In the event of the dissolution of DAVIC 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 of the net assets of liquidation
3. Disputes
In the event of disputes the French text of these Statutes shall prevail.
ARTICLE 15 Transient clauses
The initial annual fee is Swiss francs 3,500.-- (three thousand five hundred).
Except for the foundation act there shall be nine (9) Members of the Board during the two first years.
Duly signed at ............................................, on this ...................................................
President: Director:
........................................................ .......................................................
_________________________ _________________________
(name) (name)
For acceptance
The initial annual fee is Swiss francs 3,500.-- (three thousand five hundred).
Except for the foundation act there shall be nine (9) Members of the Board during the two first years.
Duly signed at ....................................., on this .....................................
President: ....................................... Director: .......................................
name _________________________ name ________________________
For acceptance
Name ______________________________________________________
Company ___________________________________________________
Date _________________________
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