FOUNDATION FOR INTELLIGENT PHYSICAL AGENTS
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Document title |
FIPA Statutes |
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Document number |
f-out-00060-D |
Document source |
FIPA Board of Directors |
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Document status |
Output |
Date of this status |
2004/3/19 |
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Change history |
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Revised by the FIPA General Assembly on September 30, 2004. |
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Article 3, Paragraph 1 and 4th bullet, Purpose
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Article
4.3.1, Right of the Principle Members
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Article
4.3.2, Right of Associated Members (deleted)
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Article 4.7, Resignation
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Article 4.8.1, Paragraph 2, Intellectual Property Rights
of the Members
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Article 6.1, Organization
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Article 6.4, Quorum
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Article 6.5, Decisions
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Article 6.6, Proxies
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Article 7.2, Candidates
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Article 7.8, Powers
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Article 9.2, Quorum and votes
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Article 14.1, Initial Annual Fees
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Article 14.2, Term of FIPA
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Revised by the FIPA General Assembly on November 21, 2003 |
· Article 4.1, Paragraph 3 Application Condition· Article 7.1, Paragraph 2 Board of Directors - Organization |
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Revised by the FIPA General Assembly on October 14, 2002.
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· Article 7.2 Board of Directors - Candidates
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Revised by the FIPA General Assembly on October 10, 2001.
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· Revision 1. Article 9.3, The Membership and Nominating
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The "Foundation for Intelligent Physical Agents" (hereinafter referred as "FIPA") is constituted as an association under the terms of Articles 60 et seqq. of the Swiss Code and these Statutes.
The seat of FIPA is in Geneva, Switzerland.
The purpose of the FIPA is the promotion of the industry of Intelligent Physical Agents (IPA). An IPA shall be broadly construed to include all devices and software entities, capable of executing actions, to accomplish goals imparted by or in collaboration with human beings or other IPAs, with a high degree of intelligence.
· The purpose of FIPA shall be pursued by: identifying, selecting, augmenting and developing in a timely fashion specifications of generic agent technologies that are usable across a large number of IPAs and provide a high level of interoperability with other agents-based applications.
· The goals are realised through the open international collaboration of all players in the field.
· FIPA shall make any results of the activities available to all interested parties on reasonable terms applied uniformly and openly and will contribute the results of its activities to appropriate formal standards bodies.
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The business of FIPA shall not be conducted for the benefit of a
limited subset of its Members but shall be conducted for the mutual benefit of
all.
· Discussions about sales levels, methods, channels of distribution, markets, customers, prices or profitability or any other topic that would restrict use of agent technologies are prohibited.
Any corporation and individual firm, partnership, governmental body or international organisation supporting the purpose of FIPA may apply for Membership.
FIPA does not restrict Membership on the basis of race, colour, sex, religion or national origin.
To apply for FIPA membership the company or organization must supply its official name, the city, the country of incorporation and the names and addresses of at least one and up to two official representatives. The applicant is also required to submit a signed copy of the FIPA statutes together with the above information and the filled out Pro-Forma invoice to the FIPA secretariat. The membership becomes effective once payment and signed statutes are received. The Board of Directors does reserve the right to refuse membership if deemed in the best interest of FIPA.
All Members have the right to vote.
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.
3. Rights of Members
A Member:
· is entitled to one (1) vote at the Annual and General Meetings and any Committee Meeting - in which they participate
· is entitled to access to all working documents, minutes of meeting (Board of Directors and Committees) and written contributions by FIPA by electronic means
· may be requested by the Board of Directors to provide qualified representatives to further the work of various Working Committees
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 a good faith to become a Member.
The final decision as to the admission rests with the Board of Directors. The admission procedure is completed when the new Member has paid the subscription fees.
Membership is for one (1) year and is renewable on payment of fee without any new approval.
5.1 Membership Billing
Membership fees will be invoiced on an annual basis at the start of the fiscal year, which begins July 1. The fees are due within 60 days of receipt of invoice. If payment is not received within 60 days, the member has an additional 30 days to prove that an attempt has been made to initiate payment. If neither payment, nor proof of attempt to make payment is provided, the board reserves the right to send written notice of suspension as described in Article 6 of the Statutes. Membership fees should be received and paid in full prior to the General Assembly.
5.2 Partial Year Membership
The membership term is from July 1 to June 30 each year. If a member joins at any time other than the month of July of any year, the membership fee shall be prorated depending on the number of months of actual membership until the following June 30. This clause shall be in effect for all members that have joined FIPA from January 1, 2001 forward.
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:
· delay in or default of payment of fees
· violation of the Statutes, procedures or resolutions adopted by the Board of Directors
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 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 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 forfeit any fees paid during Membership.
The delay for new Membership application is at least one (1) year form 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 FIPA.
Resignations have to be provided 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 FIPA. In case of resignation, the Member forfeits any fees during Membership.
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 FIPA, unless the Member specifically agrees to otherwise.
All material presented to FIPA or its Committees shall be deemed of non-confidential nature and hence for public distribution.
8.2.1. General Policy
In all matters of intellectual property rights and procedures, the intention is to benefit the agent community and the public at large, while respecting the legitimate rights of others.
8.2.2 Confidentiality Obligations
No contribution that is subject to any requirement of confidentiality or any restriction on its dissemination may be considered in any part of the FIPA Standards Process, and there must be no assumption of any confidentiality obligation with respect to any such contribution.
8.2.3 Rights and Permissions
In the course of standards work, FIPA receives contributions in various forms and from many persons. To best facilitate the dissemination of these contributions, it is necessary to understand any intellectual property rights (IPR) relating to the contributions.
8.2.3.a All Contributions
By submission of a contribution, each person actually submitting the contribution is deemed to agree to the following terms and conditions on his own behalf, on behalf of the organization (if any) he represents and on behalf of the owners of any propriety rights in the contribution. Where a submission identifies contributors in addition to the contributor(s) who provide the actual submission, the actual submitter(s) represent that each other named contributor was made aware of and agreed to accept the same terms and conditions on his own behalf, on behalf of any organization he may represent and any known owner of any proprietary rights in the contribution.
i) Some works (e.g. works of the U.S. Government) are not subject to copyright. However, to the extent that the submission is or may be subject to copyright, the contributor, the organization he represents (if any), and the owners of any proprietary rights in the contribution grant an unlimited perpetual, non-exclusive, royalty-free, world-wide right and license to FIPA under any copyrights in the contribution. This license includes the right to copy, publish, and distribute the contribution in any way, and to prepare derivative works that are based on or incorporate all or part of the contribution, the license to such derivative works to be of the same scope as the license of the original contribution.
ii) The contributor acknowledges that FIPA has no duty to publish or otherwise use or disseminate any contribution.
iii) The contributor grants permission to reference the name(s) and address(es) of the contributor(s) and of the organization(s) he represents (if any).
iv) The contributor represents that contributions properly acknowledge major contributors.
v) The contributor, the organization (if any) he represents, and the owners of any proprietary rights in the contribution, agree that no information in the contribution is confidential and that FIPA may freely disclose any information in the contribution.
vi) The contributor represents that he has disclosed the existence of any proprietary or intellectual property rights in the contribution that are reasonably and personally known to the contributor. The contributor does not represent that he personally knows of all potentially pertinent proprietary and intellectual property rights owned or claimed by the organization he represents (if any) or third parties.
vii) The contributor represents that there are no limits to the contributor's ability to make the grants acknowledgments and agreements above that are reasonably and personally known to the contributor.
FIPA warrants that it will not inhibit the traditional open and free access to FIPA documents for which license and right have been assigned according to the procedures set forth in this section, including all specification documents. This warrant is perpetual and will not be revoked by FIPA or its successors or assigns.
8.2.3.b Standards Track Documents
i) Where any patents, patent applications, or other proprietary rights are known, or claimed, with respect to any specification document, and brought to the attention of FIPA, FIPA shall not advance the specification without including in the document a note indicating the existence of such rights, or claimed rights. Where implementations are required before advancement of a specification, only implementations that have, by statement of the implementers, taken adequate steps to comply with any such rights, or claimed rights, shall be considered for the purpose of showing the adequacy of the specification.
ii) FIPA disclaims any responsibility for identifying the existence of or for evaluating the applicability of any claimed copyrights, patents, patent applications, or other rights in the fulfilling of the its obligations under (i), and will take no position on the validity or scope of any such rights.
iii) Where FIPA knows of rights, or claimed rights under (i), the FIPA Board of Directors shall attempt to obtain from the claimant of such rights, a written assurance that upon approval of the relevant specification(s), any party will be able to obtain the right to implement, use and distribute the technology or works when implementing, using or distributing technology based upon the specific specification(s) under openly specified, reasonable, non-discriminatory terms. The Committee proposing the use of the technology with respect to which the proprietary rights are claimed may assist the FIPA Board of Directors in this effort. The results of this procedure shall not affect advancement of a specification along the standards track, except that FIPA may defer approval where a delay may facilitate the obtaining of such assurances. The results will, however, be recorded by FIPA and made available. FIPA may also direct that a summary of the results be included in any documentation published containing the specification.
8.2.4 Determination of Reasonable and Non-discriminatory Terms
FIPA will not make any explicit determination that the assurance of reasonable and non-discriminatory terms for the use of a technology has been fulfilled in practice. It will instead use the normal requirements for the advancement of agent standards to verify that the terms for use are reasonable. If the two unrelated implementations of the specification that are required to advance from Preliminary to Experimental or from Experimental to Standard have been produced by different organizations or individuals or if the "significant implementation and successful operational experience" required to advance from Experimental to Standard has been achieved, the assumption is that the terms must be reasonable and to some degree, non-discriminatory. FIPA reserves the right to deprecate a Standard specification that has been shown to violate these policies.
8.2.5 Notices
i) Standards track documents shall include the following notice:
"FIPA takes no position regarding the validity or scope of any intellectual property or other rights that might be claimed to pertain to the implementation or use of the technology described in this document or the extent to which any license under such rights might or might not be available; neither does it represent that it has made any effort to identify any such rights. Information on FIPA's procedures with respect to rights in standards-track and standards-related documentation can be found in the FIPA Statutes. Copies of claims of rights made available for publication and any assurances of licenses to be made available, or the result of an attempt made to obtain a general license or permission for the use of such proprietary rights by implementers or users of this specification can be obtained from the FIPA Secretariat."
ii) FIPA encourages all interested parties to bring to its attention, at the earliest possible time, the existence of any intellectual property rights pertaining to agent standards. For this purpose, each standards document shall include the following invitation:
"FIPA invites any interested party to bring to its attention any copyrights, patents or patent applications, or other proprietary rights which may cover technology that may be required to practice this standard. Please address the information to the FIPA Board of Directors."
iii) The following copyright notice and disclaimer shall be included in all FIPA standards-related documentation:
"Copyright (C) Foundation for Intelligent Physical Agents (date). All Rights Reserved.
This document and translations of it may be copied and furnished to others, and derivative works that comment on or otherwise explain it or assist in its implementation may be prepared, copied, published and distributed, in whole or in part, without restriction of any kind, provided that the above copyright notice and this paragraph are included on all such copies and derivative works. However, this document itself may not be modified in any way, such as by removing the copyright notice or references to FIPA, except as required to translate it into languages other than English.
The limited permissions granted above are perpetual and will not be revoked by FIPA or its successors or assigns.
This document and the information contained herein is provided on an "AS IS" basis and THE FOUNDATION FOR INTELLIGENT PHYSICAL AGENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE USE OF THE INFORMATION HEREIN WILL NOT INFRINGE ANY RIGHTS OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE."
iv) Where FIPA is aware at the time of publication of proprietary rights claimed with respect to a standards track document, or the technology described or referenced therein, such document shall contain the following notice:
"FIPA has been notified of intellectual property rights claimed in regard to some or all of the specification contained in this document. For more information consult the online list of claimed rights."
FIPA 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 trade names by FIPA or a Member describing FIPA's work is prohibited without prior written consent of the concerned Member, even after Member's resignation, exclusion or expulsion.
In the event of the dissolution of FIPA 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.
· the General Assembly
· the Administrative Council (herein referred to as "Board of Directors")
· Advisory and Technical Committees
The General Assembly is formed by the Members. It is the supreme body of FIPA.
Others may attend the General Assembly as observers.
- 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.
- 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.
Written notice of the time and place and purpose of holding any Annual or General Meeting shall be given to each Member of FIPA 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 FIPA either personally, or by telecopier, electronic mail or by first class, registered or certified mail.
Fifty percent (50%) of the Members in good standing, including proxies, shall be necessary for the establishment of the quorum for the transaction of business.
If such quorum is not met at any meeting, a majority of the 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.
Fifty percent plus one (50% + 1) of non-abstaining votes is required to pass a resolution of the Members in the following cases:
· approval of the audited accounts
· election of the Directors to the Board of Directors
· appointment of the Auditors
· approval of the minutes of the previous meeting
· revision of these Statutes
· winding up of FIPA
· approval of the budget and the annual fees
· removal of a Director from the Board of Directors
· indemnification pursuant to Article 13 of these Statutes
At all meetings of FIPA any 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 single meeting for which it is intended or any adjournment thereof. No Member shall validly hold more than two (2) proxies.
The Association shall be managed by a Board of Directors which shall have three (3) Members for the foundation act of FIPA only and no less than four (4) 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.
Directors shall receive no salary for their services.
Director Candidates are proposed to the General Assembly by the Membership and Nominating Committee.
The Directors are selected from among the Members' employees.
No Member should have more than one of its employees appointed as a Director.
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.
Directors may be removed in the following cases:
· by the Board of Directors, if the Director has been declared unsound mind or convicted of a felony
· by the Board of Directors, if the Director has repeatedly failed to attend 3 consecutive Board meetings and did not provide proper justification
· by decision of the General Assembly with a two-third (2/3) majority vote
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 by represented in the Board of Directors and has to be confirmed as Director by the next subsequent General Assembly.
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 theses 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.
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.
The Board of Directors:
· interprets and administers these Statutes, other documents and agreements related to FIPA
· supervises the good execution of these Statutes
· manages the properties and business of FIPA
· proposes the budget to the Members
· sets the fee's annual scale or provides a pro-ration fee for new Members to accommodate the financial year - also that the Membership fee is considered affordable by all Members and is thus non-discriminatory
· determines the rights and obligations of non voting Members
· sanctions Members
· drafts the annual report of FIPA for the General Assembly
· represents FIPA
· calls the meetings of the General Assembly
· elects employees of 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
1. standing Committees other than those foreseen in these Statutes,
2. special Committees as may be found necessary or desirable to carry out the objects and purposes of FIPA,
3. Technical Committees
· and determines their powers, duties and responsibilities, if they are not already set up by these Statutes
· orders the publication of documents proposed by the Technical Committees
· acts within and according to the provisions of these Statutes
The Board of Directors shall elect the Officers after the Annual Meeting of the General 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.
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.
Officers may be removed by resolution of the Board of Directors. No indication of cause is necessary for the removal.
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.
The President shall:
· preside over the General Assembly and the Board of Directors
· call the meetings of the Board and determine the intervals between the regular meetings
· propose the agenda
· oversee the execution of the General Assembly's and Board of Directors' resolutions
· automatically be a member of standing and special Committees
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.
The Secretary shall:
· keep the complete list of references (names, addresses, etc.) of FIPA's Members and of their employees interested in FIPA
· attend all the General Assembly's and Board of Directors' meetings
· keep a correct record of all the transactions in these meetings in a minute book belonging to FIPA
· 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 correspondence, except correspondence pertaining to the office of the President, the Vice-President or the Treasurer
· perform all other duties and orders prescribed by the Board of Directors, the General Assembly or these Statutes
· keep or cause to be kept a copy of the Statutes, as amended to date, at the seat of FIPA.
The Treasurer shall:
· disburse, collect and receive any money due and belonging to FIPA
· manage the deposits of FIPA under the supervision of the Board of Directors and as designated by it
· notify the Secretary of any Member's delinquency relating to its payment obligations
· draft the annual financial report of FIPA for the Board of Directors prior to the Annual General Assembly
· maintain the financial records of FIPA according to the Generally Accepted Accounting Principles (GAAP) and Swiss law.
Except as provided elsewhere in these Statutes, all documents which purport to bind FIPA must be signed by the President and another Officer.
FIPA 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.
The quorum for the transaction of business in a Committee is the simple majority of its present Members including proxies.
Advisory Committees take their decisions on a simple majority vote of their present Members.
Directors in Advisory Committees have no voting rights.
This Committee shall:
· review the qualifications of each applicant for Membership
· recommend the approval or rejection of each application by the non-discriminatory application of published objective non-discriminating criteria
· This committee shall propose nominees for election to the Board of Directors taking into account the requirements of the membership.
· propose nominees for all Officer positions to be filed by the Board of Directors
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 FIPA 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 FIPA
· recommend an annual budget
· recommend auditors for appointment by election to the Board
The Board of Directors establishes Technical Committees to accomplish the technical work of FIPA.
Each Technical Committee and subgroup of it shall consist of Members of FIPA.
The work of the Technical Committees is regulated by the Procedures for Technical Work.
FIPA shall have an Association Logo.
For its obligations FIPA is liable with its assets only.
The Members Officers and Directors are not liable for the debts, actions/inactions of or on behalf of FIPA, provided such actions/inactions are in accordance with the Statutes and/or directions of the General Assembly or the Board of Directors.
To the fullest extent permitted by law and these Statutes, FIPA shall indemnify its Directors, Officers and other persons, including persons formerly occupying any such position, against all expenses, judgments, 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.
The annual fee is 2,250 Swiss Francs.
FIPA shall have a renewable 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 Members.
Should FIPA be wound up, the balance of its assets shall, after deduction of debts, be returned to the Members in proportion of their contribution.
Duly signed at Geneva, on this 5 September 1996 by:
|
British Telecommunications plc |
Michael D. Carr |
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CSELT |
Leonardo Chiariglione |
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IBM Corp. |
Peter P. Schirling |
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Matsushita Electric Industrial Co., Ltd. |
Takuyo Kogure |
|
Nippon Hoso Kyokai |
Tatsuya Kurioka |
For acceptance
Name
___________________________ Signature____________________________
Company ____________________________________________________________
Date _________________________