The Statutes of the WorldDAB Forum - 2013
WorldDAB is a not-for-profit association with legal personality governed by Swiss law and by its Statutes.
ARTICLE 1: LEGAL BASIS, SEAT
1. The WorldDAB Forum is a not-for-profit association with legal personality governed by Swiss law and by these statutes.
2. The seat of the WorldDAB Forum is at the seat of the European Broadcasting Union (EBU) in Geneva.
3. The WorldDAB Forum may also use the name "WorldDAB Forum".
ARTICLE 2: GOALS AND PURPOSES
1. The WorldDAB Forum's main task is to ensure the success of products and services based on the Eureka 147 digital broadcasting standards developed initially for radio.
2. These standards were designed for the provision of high quality digital audio broadcasting, together with the delivery of multimedia components including moving pictures and other types of data. They are particularly suited to high quality and reliable reception of broadcast digital services of all kinds in a mobile, fixed and portable environment. Importantly, they are a set of open standards.
3. The WorldDAB Forum will collaborate with other platforms and technologies provided the joint activity promotes the success of the Eureka 147 standards.
ARTICLE 3: MEMBERSHIP
1. Membership is open to any company or organisation which endorses the goals and purposes of the WorldDAB Forum and agrees to be bound by the present statutes.
2. Payment of the annual membership fee (see Article 13) shall be considered as fulfilment of the conditions for the membership in WorldDAB Forum.
3. Members who have not paid their membership fee in full cannot participate in any of the activities of the WorldDAB Forum.
ARTICLE 4: STRUCTURE
1. The General Assembly is the supreme body of the WorldDAB Forum and possesses all the powers necessary to achieve the WorldDAB Forum's goals and purposes. It is composed of all the members.
2. The Steering Board shall carry out the decisions of the General Assembly and shall be responsible for operational and financial management of the WorldDAB Forum.
3. A number of Committees may be established to carry out specific studies, surveys and analyses at the request of the Steering Board. The activities of these Committees shall be co-ordinated by the Steering Board.
4. The President of the WorldDAB Forum shall be appointed by the General Assembly from among the members for a term of two successive years. The President shall also act as Chairman of the Steering Board.
5. The General Assembly has the power to appoint a Vice President or Vice Presidents. (see Article 11)
6. The Treasurer of the WorldDAB Forum shall be appointed by the General Assembly from among the members for a term of two successive years. The Treasurer's functions shall include the presentation of accounts for the previous year and the budget for the forthcoming year.
ARTICLE 5: GENERAL ASSEMBLY - REPRESENTATION
1. Ordinary meetings of the General Assembly shall be convened at least once every calendar year. At the General Assembly meeting the WorldDAB Forum shall consider and, if appropriate, approve the reports and the recommendations of the Steering Board and the Treasurer.
2. In every other year, at an ordinary meeting, the General Assembly shall appoint the members of the Steering Board for the next two years. Existing members shall be eligible for re-appointment.
3. The General Assembly shall be convened by the President at least one month before the scheduled date of the meeting.
4. The General Assembly may deliberate validly only if at least one half of the members are present or represented.
5. The General Assembly shall take its decisions by simple majority of the members present or represented, except for the changes to these statutes (see Article 18).
6. Each member shall have one vote.
7. Extra-ordinary meetings of the General Assembly may be convened by the Steering Board as and when the need arises. They shall be convened with at least one month's notice.
ARTICLE 6: GENERAL ASSEMBLY - RESPONSIBILITIES
The General Assembly's responsibilities shall include, but not be limited to, the following:
1. defining the policy, strategy and the activities of the WorldDAB Forum;
2. co-ordinating between the existing national groupings and promoting international consensus and agreement on the various matters relating to digital broadcasting based on the Eureka 147 standards;
3. advising public authorities on regulatory needs to facilitate the goals and purposes of the WorldDAB Forum;
4. appointing the President;
5. appointing a Vice President or Vice Presidents (see article 11);
6. appointing the Treasurer;
7. appointing and/or renewing members of the Steering Board, in accordance with Article 7;
8. amending the working structure within the WorldDAB Forum as required;
9. approving reports of the Steering Board regarding activities since the last ordinary meeting of the General Assembly;
10. approving reports of the Treasurer regarding the previous financial year;
11. examining and approving the accounts for the past financial year;
12. approving the programme of activities and the budget for the following financial year;
13. establishing the amount of members' annual membership fees;
14. adopting, approving and/or amending, as necessary, the statutes;
15. approving the rules of procedures, as appropriate.
ARTICLE 7: STEERING BOARD
1. The Steering Board shall be composed of manufacturers, audio and data broadcasters, operators, administrations and representatives from the various national DAB groupings, ensuring, so far as possible, a balanced representation of those.
2. Each member of the Steering Board shall possess one vote. The Steering Board can only validly deliberate and decide if at least one half of the members are present or represented.
3. The Steering Board is responsible for maintaining the list of organisations that may appoint one Ex-Officio member of the Steering Board, provided that these organisations are themselves members of the World DAB Forum. The ex-officio members shall have the right to vote. The President, Vice-President or Vice-Presidents (if applicable), Treasurer and Committee Chairmen have automatic voting membership of the Steering Board.
4. The Steering Board shall meet at least twice a year.
5. The working language of the Steering Board shall be English.
ARTICLE 8: STEERING BOARD - RESPONSIBILITIES
The Steering Board's responsibilities shall include, but not be limited to, the following:
1. carrying out the decisions of the General Assembly;
2. preparing the meetings of the General Assembly e.g. developing the strategy and proposals for adoption;
3. preparing any proposals for amending these statutes to be put to the General Assembly for approval;
4. establishing a Finance/Budget Committee to monitor and control financial matters as agreed and directed by the Steering Board, and to prepare budget proposals for the next financial year for endorsement by the Steering Board;
5. evaluating the cost of the membership and making a proposal to the General Assembly for the annual membership fee;
6. taking decisions as to the members exempted from payment of the annual membership fee (see Articles 3 and 13);
7. setting up Committees, and approving terms of reference and their work plans of activities;
8. approving reports from the Committees, reviewing their work, coordinating their activities and taking policy decisions, as appropriate;
9. appointing the Chairmen and the Vice-Chairmen of the Committees (see Article 9);
10. co-ordinating activities with national groupings and assisting them in organising workshops, seminars and other events, as appropriate;
11. co-operating with organisations interested in digital broadcasting based on the Eureka 147 standards;
12. expelling members who do not meet the goals and purposes (see Article 2) or who are more than 3 months in arrears with payment of their annual membership fee;
13. appointing replacements in the event of the resignation or incapacity of the President, Vice-President or Vice Presidents, Treasurer or Committee Chairmen.
ARTICLE 9: COMMITTEES
1. The Steering Board may establish Committees to carry out specific studies, surveys and analyses and other functions, as appropriate.
2. The terms of reference and the work plan of activities of such Committees shall be agreed in advance by the Steering Board.
3. The Chairman of each Committee shall be appointed by the Steering Board for a maximum term of two successive years. The appointments shall be renewable.
4. Committees are able, but not obliged, to have a Vice-Chairman (or Vice-Chairmen). Appointments can either be made by the Committee subject to the endorsement of the Steering Board, or by the Steering Board after consultation with the membership. The appointment will be for a maximum term of two successive years and is renewable.
5. The Committees may establish one or more ad hoc working parties which shall be assigned specific mandate. The mandate of these ad hoc working groups shall be reviewed regularly by the Committee. A co-ordinator of the ad hoc working party shall be appointed by the Committee's Chairman. The working language of the Committees and their respective ad hoc working parties shall be English.
ARTICLE 10: PRESIDENT
1. The General Assembly shall appoint a President of the WorldDAB Forum from among its members for a term of two successive years. The President shall be eligible for re-appointment.
2. The President shall also act as the Chairman of the Steering Board.
3. The President shall convene the meetings of the General Assembly and the Steering Board and co-ordinate the activities of these two bodies.
ARTICLE 11: VICE-PRESIDENT
1. The General Assembly can decide to elect a Vice-President or Vice Presidents, to support and assist the President. However, these posts may be left vacant and are not mandatory.
2. The General Assembly, subject to the previous clause (see Article 11.1), shall appoint a Vice-President or Vice Presidents of the WorldDAB Forum from among its members for a term of two successive years. Vice-Presidents shall be eligible for re-appointment.
3. A Vice-President shall also act as the Vice-Chairman of the Steering Board.
ARTICLE 12: TREASURER
1. The General Assembly shall appoint a Treasurer from among its members for a term of two successive years. The Treasurer shall be eligible for re-appointment.
2. The Treasurer shall, inter alia, prepare the report of accounts for the previous year and the budget for the forthcoming year for the meetings of the General Assembly.
3. The Treasurer shall chair the Finance/Budget Committee established by the Steering Board to monitor the financial situation of the WorldDAB Forum. The Treasurer shall also designate an independent auditor who shall prepare a yearly financial report.
ARTICLE 13: SOURCES OF FUNDING
1. The activities of WorldDAB Forum shall be funded from:
o an annual membership fee from the members;
o contributions from other institutions; and
o other contributions.
2. The cost of membership shall be set each year.
3. Any exceptions to the payment of membership fee shall be agreed by the Steering Board (see Articles 6 and 8).
4. The costs of attendance at all meetings of the WorldDAB Forum shall be met exclusively by the participants.
ARTICLE 14: ADMINISTRATIVE MANAGEMENT
1. The WorldDAB Forum shall organise a Project Office.
2. The funding of the Project Office shall be provided from the WorldDAB Forum budget.
3. The Project Office is headed by the Project Director, whose appointment and terms are the responsibility of the President. The appointment is for a period of two successive years and is renewable.
4. The Project Director shall be responsible to the Steering Board for performing the necessary administrative functions of the various bodies of the WorldDAB Forum and ensure the necessary communication and information flow within the WorldDAB Forum as well as between the WorldDAB Forum and external organisations.
ARTICLE 15: WITHDRAWAL
1. A member may withdraw from the WorldDAB Forum at any time giving 3 months' notice in writing to the President. However, in such circumstances, a member shall continue to be liable for the full annual membership fee for the year during which the withdrawal becomes effective. No member shall be entitled to re-join the WorldDAB Forum until all outstanding fees have been paid in full.
ARTICLE 16: CONFIDENTIALITY
1. A key objective of the WorldDAB Forum is to promote the introduction of digital broadcasting based on the Eureka 147 standards and facilitate a flow of information between stakeholders. However, on occasions, it may be appropriate for a discussion or document to be kept confidential (e.g. following a specific request for confidentiality from a member).
2. The General Assembly, Steering Board, Committees or any other entity established in furtherance of the goals and purposes of the WorldDAB Forum may determine that any article, report, conclusion and/or other relevant documentation, whether in draft or final form, shall be classified as confidential. No individual or organisation shall distribute or otherwise disseminate documentation so classified without the prior written approval of the Project Office.
3. Furthermore, the General Assembly, Steering Board, Committees or any other entity established in furtherance of the objectives of the WorldDAB Forum may determine that discussions on a particular agenda item will be classified in advance as confidential. In such circumstances, the representatives of members must not divulge any information about such discussions to third parties. If any individual is unable or unwilling to accept this restriction, they should leave the meeting for the duration of the confidential discussions.
ARTICLE 17: INTELLECTUAL PROPERTY
1. All patents, copyrights or other intellectual property owned or created by an individual member shall remain the property of that member. Such ownership shall not be affected in any way by the member's participation in the WorldDAB Forum, unless the member specifically agrees otherwise.
2. Each member of the WorldDAB Forum agrees that it will grant licences for the use of its intellectual property relating to any essential technology included in specifications submitted by the WorldDAB Forum to standardisation bodies on fair, reasonable and non-discriminatory terms and conditions. However, if a member does not want its intellectual property to be included in a WorldDAB Forum specification it shall inform the WorldDAB Forum Project Office of that decision in writing, ideally during the drafting stages of the specification, but certainly prior to Steering Board approval of that specification.
3. As the WorldDAB Forum cannot guarantee the confidentiality (See Article 16) of information disclosed within the WorldDAB Forum, it is therefore the responsibility of each member to take appropriate action concerning the protection of its intellectual property.
ARTICLE 18: CHANGES TO THESE STATUTES
1. Any changes to these statutes shall be prepared by the Steering Board and agreed by the General Assembly, either at a meeting of the General Assembly or by correspondence.
2. If changes are to be agreed by a meeting of the General Assembly, the proposed changes must be notified to the membership at least 14 days in advance of the meeting. Any changes shall be adopted only if two-thirds of those present or represented are in favour.
3. If the changes are to be agreed by correspondence, the proposed changes must be notified by e-mail to the membership at least 28 days in advance of the deadline for responses. Any changes shall be adopted only if two-thirds of those responding by the deadline are in favour.
ARTICLE 19: INTERPRETATION OF THE STATUTES
1. The Steering Board shall provide guidance on any questions of interpretation of these statutes.
ARTICLE 20: OPERABILITY
1. These statutes shall continue in force until December 31 2018, but such term may be varied by a decision of the General Assembly.
ARTICLE 21: DISSOLUTION
1. The WorldDAB Forum may be dissolved by decision of the General Assembly, with a two-third majority of the votes cast by those members present or represented.
2. In the event of dissolution, any assets shall, subject to the EBU's acceptance, be assigned to the EBU. In such circumstances, the EBU shall apply such assets, remaining after payment of all outstanding liabilities, for and to the pursuit of the goals and purposes identified in Article 2 above or as close to such objectives as is practicable. In the event of the EBU being unable to accept such assets, the assets should be shall be transferred to a similar association entitled to an exemption from tax. Under no circumstances will the assets be returned to the Members, nor used for their own benefit.