DVD FORUM CHARTER
as of August 7, 1997
Amended as of December 5, 1997,
February 8, 1999, September 27, 1999,
November 19, 1999, November
February 25, 2004, June
September 22, 2004, February
and November 15, 2007
Amended and Restated as of February 25, 2009
Amended as of September 10, 2009
The purpose of this charter (hereinafter, the “Charter”) is to provide the structure and rules for governance and operation of the DVD Forum (hereinafter, the “Forum”).
Article 2. Period of Duration
The Forum commenced as of August 7, 1997 and shall continue in existence for a period of twenty (20) years from such date. The duration of the Forum may be reviewed and terminated earlier or extended at the option of the Steering Committee by a vote pursuant to Article 8(4) of this Charter.
Article 3. Purpose
The Forum is a voluntary association of hardware manufacturers, software firms and other users of digital versatile disc (“DVD”) formats (such formats defined as the “DVD Formats”), created for the following purposes:
(1) to establish the single DVD Format for each of the DVD application products, including revisions, improvements and enhancements, that would be in the best interests of consumers and users, and
(2) to encourage the broad acceptance of DVD Formats on a worldwide basis among members of the Forum, related industries and the public.
Article 4. Place of Business
The principal office of the Forum initially shall be located in Tokyo, Japan. The Steering Committee, pursuant to Article 8 of this Charter, may move location of the principal office from time to time and may establish or close branches or subordinate offices.
Article 5. Membership
(1) Membership. Membership in the Forum is open to any corporation or organization which is, or will be, engaged in research, development and/or manufacture of any DVD products, and any software firms and other users of the DVD products, that are interested in developing and improving the DVD Formats. Members of the DVD Forum (“Member” or “Members”) shall not be required to support the DVD Formats to the exclusion of other formats.
(2) Class of Members. The Forum shall have two classes of membership: Principal Membership and Associate Membership. Subject to Articles 5 (5) and (6), the annual membership shall be automatically renewed at the end of each fiscal year provided in Article 12(1).
(a) Principal Membership. Principal Membership shall be open to entities deemed to be making a significant contribution to the development, promotion or improvement of the DVD Formats and who pay the required membership fees. Principal Members shall be entitled to participate in format-making activities in Working Groups, and to access the technical information developed through the format-making and verification activities, provided that such Principal Members shall enter into a non-disclosure agreement for protection of the confidentiality of technical information disclosed in Working Groups, and the “Undertakings of Working Group Participants” which is attached hereto.
(b) Associate Membership. Associate Membership is open to any interested entity which elects to join the Forum as an Associate Member and pays the required membership fees. Associate Members shall be entitled to access Working Group activity reports which shall be issued from time to time.
(c) Any new membership for Principal Members and Associate Members shall be reported to the Steering Committee Members in writing every month.
(3) Membership Fees. The annual membership fee for Principal Members shall be One Million Japanese Yen (¥1,000,000). The annual membership fee for Associate Members shall be Three Hundred Thousands Japanese Yen (¥300,000). The membership fees shall be reviewed and adjusted, if necessary, on an annual basis. Those Members who join the Forum after June 30 of a year shall be entitled to reduction of the annual membership fee for that year to one half of the above mentioned annual membership fee for Principal Members or Associate Members, as the case may be.
(4) Subsidiaries. A subsidiary company more than fifty percent (50%) of whose voting rights a Member owns or controls and which is in substantially the same business field as the parent Member with respect to DVD (“Subsidiary”) shall be included in the membership for the parent Member. A Subsidiary shall be represented by the parent Member at the voting at Steering Committee, General Meetings and Working Groups. Any affiliated company of a Member other than Subsidiaries shall pay its own membership fee and have one vote at the meetings separately and independently from the Member. A Subsidiary, if it wishes, can also become an independent Member separately from its parent company by paying a separate membership fee, but the voting right and Working Group membership of the Subsidiary shall be represented by the parent Member unless it is approved by the Steering Committee that such Subsidiary shall have its own voting right at Steering Committee, General Meetings and Working Group, taking into consideration its substantially independent position from its parent Member.
(5) Withdrawal from Membership. Members may withdraw from membership in the Forum at any time upon thirty (30) days’ prior written notice to the Forum. The membership fee paid by a withdrawing Member shall not be refundable.
(6) Termination of Membership. Subject to Article 8(5), Membership in the Forum shall terminate as follows:
(a) with respect to any Member which is more than sixty (60) days in default of payment of the annual membership fee after receipt of the invoice, such membership shall be terminated retroactively as of the first date of the term for which such annual membership fee is due, or
(b) with respect to any Member which has materially breached the terms and conditions of this Charter, such membership may be terminated if such Member has not cured such breach within thirty (30) days after receiving a written notice thereof by the Steering Committee.
Article 6. Organization
(1) The Forum shall be composed of the General Meeting, a Steering Committee, a Technical & Verification Group, Working Groups, and any other organization, group or committee to be approved by the Steering Committee (including authorized verification laboratories). The Steering Committee shall have the right to form ad hoc groups and committees (each, an “Ad Hoc Group”) for any reason, including with respect to promotion, communication and format and logo advisory, upon the request of any Steering Committee member or the Chair Company of TVG (as defined below) and, in each case, the approval of the Steering Committee. The Steering Committee shall appoint (a) the members of any such Ad Hoc Group from the members of the Steering Committee, and (b) the Chair Company of any such Ad Hoc Group from such group’s members. Any Ad Hoc Group shall report its activities to the Steering Committee.
(2) The Forum shall have a Chair Company and three Vice-Chair Companies to be elected from among the Steering Committee members by the majority vote of the Steering Committee members every two (2) years. The Vice Chair Companies shall consist of one company from the CE industry, one company from the IT industry, and one company from the content industry. The Chair Company shall administer overall arrangements for the Steering Committee meetings and the Forum, including all DVD administrative functions. The Vice-Chair Companies shall perform management functions at Steering Committee meetings.
(3) The Forum shall have a Secretary Office. The Secretary Office shall make arrangements for the Forum meetings, including the General Meetings and Steering Committee meetings, make and keep minutes and records of the meetings, handle accounting matters of the Forum, and perform other clerical work related to the activities of the Forum.
Article 7. General Meeting
(1) A General Meeting of the Forum shall be held upon the call of the Steering Committee, which shall be sent to all Members in writing at least thirty (30) days prior to the scheduled meeting date. All Members shall be entitled to attend and participate in discussions at the General Meetings, provided that only Principal Members effective as of thirty (30) days prior to the General Meeting shall be entitled to vote at the General Meetings. Each such Principal Member shall have one (1) vote in each General Meeting, which vote may be made in person, by a proxy or in writing, the manner of which shall be designated by the Steering Committee.
(2) The General Meeting shall have the following powers:
(a) To approve annual membership fees proposed by the Steering Committee; and
(b) To approve the annual statement of accounts for the Forum submitted by the Steering Committee.
At each General Meeting, the Steering Committee shall report the summary of activities of the Forum and the Working Groups during the past year (including adoption of new DVD Formats), and also the plan for the next year’s activities.
(3) The General Meeting shall be presided over by the Chair Company of the Forum.
(4) At a General Meeting, the presence in person or by proxy of at least fifty percent (50%) of all the Principal Members shall be required to constitute a quorum.
(5) Any resolutions of the General Meeting shall require the consent of a majority of all the Principal Members present in person or by proxy at the meeting.
Article 8. Steering Committee
(1) Objective. The Steering Committee shall serve as the executive body of the Forum.
(2) Membership. Members of the Steering Committee for the initial two (2) years shall be the ten (10) companies that originally comprised the former DVD Consortium (Hitachi, Ltd., Matsushita Electric Industrial Co., Ltd., Mitsubishi Electric Corporation, Koninklijke Philips Electronics N.V., Pioneer Electronic Corporation, Sony Corporation, Thomson multimedia, Time Warner Inc., Toshiba Corporation, and Victor Company of Japan, Ltd.), and up to ten (10) additional Principal Members to be determined by the above-named ten companies.
Membership after the initial two (2) year term shall be determined by an election to be made among all the Principal Members, and up to twenty (20), but not less than ten (10), members shall be elected by a majority vote of all the Principal Members actually voting, from the Principal Members as the Steering Committee members for the subsequent two (2) year terms.
In election of the said ten (10) Principal Members for the initial two (2) year term and the up to twenty (20) (but not less than ten (10)) Principal Members for the subsequent two (2) year terms, it shall be the principle that such Principal Members shall be the companies that participate in two (2) or more Working Groups or otherwise have made significant contributions, as determined by the Steering Committee, to the development, improvement, verification or promotion of the DVD Formats.
Each Steering Committee Member may appoint two representatives to serve as its representatives on the Steering Committee. The Chair Company of the Forum shall act as a chair of the Steering Committee.
(3) Meetings. All members of the Steering Committee, the Chair Company of TVG (as defined below) (and, when requested by the TVG Chair Company, the Vice-Chair Company(ies) of TVG and the Working Group Chair Companies), shall be entitled to attend any Steering Committee meeting. The Steering Committee shall meet at least twice a year, one of which meetings shall be held in Japan and shall be followed by the annual General Meeting, and the other of which shall be held in a location other than Japan or by telecommunication. The Chair Company may schedule additional meetings as the Steering Committee deems appropriate and shall notify all members in writing of all Steering Committee meetings at least fifteen (15) days prior to the scheduled meeting date.
(4) Decisions. Decisions of the Steering Committee on any matter (except a matter covered by Article 15) shall be made by the majority of those members of the Steering Committee casting a yes or no vote on such matter, provided that the number of yes votes shall be at least one-third the number of Steering Committee members.
(5) Matters Requiring Approval of the Steering Committee.
The Steering Committee shall approve all decisions relating to the structure or policy or operation of the Forum, including, but not limited to, the following matters:
(a) adoption and/or publication of new DVD Formats or Revisions (hereinafter defined) to the existing DVD Formats proposed by the TVG, including the terms of such publication. “Revisions” shall mean modifications, enhancements or other changes to an existing DVD Format as represented by a change of the version number in the first and/or second digit(s), which means that the new version of the DVD Format may not have full compatibility with the existing version of the DVD Format.
(b) licensing of DVD Formats and DVD logo to Forum members and other third parties, including terms and conditions of such licensing and appointment of a licensing entity;
Notes: Licensing of DVD Formats that had been created before the DVD Forum was established (i.e., DVD-Video Version 1.0, DVD-ROM Version 1.0, DVD-RAM Version 1.0, and DVD-R Version 1.0) requires a prior consent of the owners of the formats. Licensing of DVD logo requires a prior consent of the logo owner. With regard to other DVD Formats that have been created through the Working Group activities of the DVD Forum, the “Undertakings of Working Group Participants” shall provide authorization by the owners of such formats for licensing those formats.
(c) approval of the Chair Company and Vice Chair Company(ies) of the TVG and the Chair Companies of Working Groups;
(d) termination of Forum membership of any Member pursuant to Article 5(6);
(e) establishment of a new organization of the Forum (including authorized verification laboratories) and determination of their operating rules;
(f) approval of plans for DVD Promotional Conferences;
(g) amendment or repeal of the Charter pursuant to Article 15;
(h) approval of any other matters submitted by the Technical
& Verification Group; and
(i) all decisions to extend the term of the Forum, dissolve
or substantially change the structure or organization of the
(6) Quorum for Steering Committee Meeting. The number of Steering Committee members participating in a meeting (in person, by proxy or by telephone, video conference or other electronic means) shall be at least 60% of the number of Steering Committee members.
Article 9. Technical & Verification Group
(1) Membership. The Technical & Verification Group (“TVG”) shall be comprised of all Steering Committee members, all Chair Companies of the Working Groups and other leading companies, as approved by the Steering Committee, that are involved in the development of DVD Formats. The Chair Company of the TVG shall be elected by the members of the TVG, approved by the Steering Committee and eligible for reelection. The initial Chair Company of the TVG shall be elected for a term of one (1) year. Each subsequent Chair Company of the TVG shall be elected for a term of two (2) years. The Chair Company of the TVG may appoint Vice-Chair Company(ies) of the TVG, subject to approval of the TVG and Steering Committee, to serve for the same two (2) year term as the Chair Company (or one (1) year term, in the case of the initial Chair Company).
(2) The Chair Company of the TVG shall use reasonable efforts to schedule TVG meetings to take place immediately before any regular Steering Committee meeting and will otherwise make arrangements for meetings as required. The Chair Company of the TVG may call TVG meetings and shall notify all TVG members in writing of any such meeting at least fifteen (15) days prior to the scheduled meeting date.
(3) The TVG shall coordinate activities of the Working Groups and submit technical proposals to the Steering Committee. The powers and delegations of the TVG shall include the followings:
(a) approval of adoption and publication of new DVD Formats or Revisions to the existing DVD Formats as proposed by Working Group(s), and submission of such proposals to the Steering Committee for final approval;
(b) final approval of adoption and publication of editorial and other minor changes to the existing DVD Formats (other than Revisions thereto) as represented by a change of the version number of the format in the third digit, which means that the new version of the DVD Format has full compatibility with the existing version of the DVD Format;
(c) approval of verification programs and their procedures for implementation in order to maintain compliance of DVD products with the DVD Formats adopted by the DVD Forum;
(d) formulation and adoption of any operating rules and guidelines that are applicable to all the Working Groups;
(e) any other decisions concerning coordination of activities of the Working Groups.
(4) Resolutions of the TVG on any matter shall be made by the majority of those members of the TVG casting a yes or no vote on such resolution, provided that the number of yes votes shall be at least one-third the number of TVG members.
(5) Quorum for TVG Meeting. The number of TVG members participating in a meeting (in person, by proxy or by telephone, video conference or other electronic means) shall be more than 50% of the number of TVG members.
Article 10. Working Groups
(1) The Forum shall have the following technical Working Groups (the “Working Group(s)” or “WGs”) to establish, improve and enhance each format of the DVD products:
(a) WG-P (Physical Format and Test Specifications)
(b) WG-L (Logical Format)
(c) WG-A (Application Format and Test Specifications)
(d) WG-C (Content Protection)
(e) WG-V (Verification)
(f) Other Working Group(s) that the Steering Committee may establish
(2) Membership. Each Working Group shall be open to any Principal Member, in principle, that is capable of contributing to the technical discussions at such Working Group, provided that such Principal Member shall enter into a non-disclosure agreement for protection of the confidentiality of technical information disclosed in Working Groups and the “Undertakings of Working Group Participants.” The membership of each Working Group shall be reported to the Steering Committee at each Steering Committee meeting.
(3) Organization. Each of the Working Groups may organize task groups under the Working Group. Each Working Group shall elect a member of such Working Group to serve as a Chair Company, which member shall be approved by the Steering Committee.
(4) Power and Delegations. The Working Groups shall have
the following powers and delegations:
(a) WGs-P, L, A and C: Establishment of each DVD Format and development of revisions, improvements or enhancements thereof, subject to the approval of the Steering Committee as provided in Article 8(5)(a) and of the TVG as provided in Article 9(3), which shall not be unreasonably withheld.
(b) WG-V: Establishment of verification programs and their procedures for implementation in order to maintain compliance of DVD products with the DVD Formats adopted by the DVD Forum, subject to the approval of the TVG as provided in Article 9(3), which shall not be unreasonably withheld.
(c) Formulation of the policies and opinions of the DVD Forum with respect to relevant technical matters of such Working Group, subject to the approval of the Steering Committee as provided in Article 8(5)(a) and of the TVG as provided in Article 9(3), which shall not be unreasonably withheld.
(5) Decision. Decisions of Working Group meetings shall be made by the affirmative vote of the majority of all the members of the Working Groups present at the meeting.
(6) Reports. Each Working Group shall submit periodic progress reports on the activities thereof prepared by the Chair Company to the TVG and the Steering Committee.
Article 11. Confidentiality
Any information discussed in or by the Forum, including as part of any Conference, Steering Committee meetings, Working Group meetings or TVG meetings will be non-confidential and treated as such by the Members unless otherwise covered by written non-disclosure agreements as to technical information between the disclosing party and receiving parties, or unless incorporated into DVD format(s) which information shall be treated as confidential. Any Member shall enter into a non-disclosure agreement with other Principal Members in a form satisfactory to the parties when it joins any Working Group or becomes a Principal Member.
Article 12. Accounting
(1) Fiscal Year: The fiscal year of the Forum for accounting purposes shall be from January 1 to December 31 unless otherwise determined by the Steering Committee.
(2) Books and Records: The Secretary Office of the Forum shall keep accurate, full and complete books and accounts showing income, operations, transactions and the financial conditions of the Forum. Any Member shall have access to such books and accounts at any reasonable time during regular business hours and shall have the right to copy said records at its expense, which records shall be kept confidential.
(3) Audit: An auditor shall be appointed by the Steering Committee to audit annual balance sheet and statement of accounts of the Forum.
(4) Reports: The Secretary Office of the Forum shall prepare and submit to the Steering Committee an audited balance sheet of the Forum as of the end of each fiscal year and the related statements of operations, within thirty (30) days after the end of such fiscal year.
Article 13. Antitrust Compliance
The Forum will conduct all of its activities in strict compliance with all applicable laws, including all applicable antitrust laws.
Article 14. Intellectual Property
By participating in the Forum, no Member shall grant or be deemed to have granted to the Forum or any other Member, expressly or by implication, any license or right under any patent, copyright, trademark, trade secret or other intellectual property rights owned or controlled by that Member, except otherwise provided in this Charter and the “Undertakings of Working Group Participants.”
No Member shall use the name of another Member or Members in any form of publicity without the express written permission of such other Member or Members whose name is so used, provided, however, that any Member may disclose and publicize its own membership in the Forum and the Forum may disclose and publicize the membership of any Member in the Forum unless such Member expressly requests in writing that the Forum not disclose or publicize its membership in the Forum.
Each Member of the categories as specified below shall execute a written instrument, in which such Member agrees to grant, under fair, reasonable and non-discriminatory terms and conditions, to any Members or third parties, a license of patents, both granted and pending, to the extent permitted under applicable laws, provided that these patents are necessary to manufacture, sell and/or use DVD products (the “License”) provided further that a party obtaining a License from such Member agrees to grant to such Member a license, under terms and conditions comparable to those contained in the License, of their patents necessary to manufacture, sell and/or use DVD products.
(a) Members who participate in Working Group activities for creation and/or improvement of DVD Formats; and
(b) Members who created a certain format outside the DVD Forum and propose such format to the DVD Forum to be agreed upon as a new format.
Article 15. Amendments
This Charter may be amended or repealed, or a new charter may be adopted, by the affirmative vote of at least 70% of all the members of the Steering Committee.
Article 16. Disclaimer of Liability
This Charter is not intended, and shall not be construed, to create a corporation, partnership, joint venture, agency relationship or other legally recognized entity by or among the Members. No Member shall have any power to enter into any agreement or obligation on behalf of other Members or the Forum without the express written authorization of such other Members or the Forum, as the case may be. A Member shall have no liability, loss or damages whatsoever resulting from any unauthorized acts of another Member or the Forum. Each Member agrees to indemnify the other Members and the Forum from all liabilities, loss or damages resulting from the indemnifying Member’s unauthorized acts.
Article 17. Language
The official language of the Forum shall be English.
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