"the Act" means the Swiss Civil Code, in particular Articles 60 - 79 thereof;
"Association" means CORE Association;
"Chair" means the chair of the Association as referred to in Article 12;
"Compulsory Contributions" means contributions which must be paid by all Members;
"CORE-MoU" means the Memorandum of Understanding dated October, 19,
1997, executed on behalf of iPOC and
other parties;
"DNS" means the Domain Name System which is the Internet naming system as defined in RFC 1591;
"Fees" means the fees per SLD registrations paid by Registrars and received
by CORE as described in Article 6 (d) (ii) of
CORE-MoU;
"gTLD-MoU" means the Memorandum of Understanding dated May 1, 1997 executed
on behalf of IANA , ISOC and
other parties;
"Executive Committee" means the executive committee of the Association as referred to in Articles 11 through 13;
"Generic Top Level Domains" ("gTLDs") means the TLDs ".com", ".org",
".net" as defined in RFC 1591, and those TLDs
established in or under the authority of the gTLD-MoU;
"IANA" means the Internet Assigned Numbers Authority;
"iPOC" means the interim Policy Oversight Committee formed under the provisions of the gTLD-MoU;
"ISOC" means the Internet Society;
"Member" means every Registrar whose application to act as Registrar
was filed prior to October 16, 1997 and accepted
pursuant to the gTLD-MoU, and every Registrar who is accepted as Member
of the Association in accordance with
Article 5;
"Permanent Reference Document" ("PRDoc") means a document noted as such
by a Plenary Meeting and listed as such
by the Permanent Secretariat on the list of Permanent Reference Documents;
"Permanent Secretariat" means the permanent secretariat established pursuant to Article 10 para-graph 2 sub m;
"Plenary Meeting" means the body of the Association formed by the Members as well as the meeting of the Members;
"Policy Advisory Body" ("PAB") means the Policy Advisory Body formed under the provisions of the gTLD-MoU;
"Policy Oversight Committee" ("POC") means the Policy Oversight Committee
formed under the provisions of the
gTLD-MoU;
"Registrar" means all Registrars established at any time by the gTLD-MoU;
"Trade Marks" means all trade marks the Association may own;
"Voluntary Contributions" means contributions which shall be paid only
by those Members who agree to such
contributions.
2. Expressions referring to writing shall, unless otherwise specified,
be construed as including references to printing (fax,
telex, photocopy), electronic mail and any other modes of representing
or reproducing words in a visible form.
3. Unless otherwise specified, words or expressions contained in these
Articles shall bear the same meaning as in the Act
in force at the date at which these Articles become binding on the
Association.
2. These objectives shall be accomplished through the further and compatible
development of standards, specifications
and agreements relating to the assignment of SLDs in the gTLDs.
3. These objectives shall be accomplished via Members' support, participation,
consultation and lobbying in the
Association.
2. The income and property of the Association, whenever derived, shall
be applied solely for the promotion of the
objectives of the Association as set forth in these Articles of Association
and no portion thereof shall be paid or
transferred directly or indirectly by way of dividend, bonus or otherwise
howsoever by way of profit, to the Members of
the Association, provided that nothing herein shall prevent the payment,
in good faith, of reasonable and proper
remuneration to any officer or servant of the Association, or reinbursement
to any Member of the Association of the
expenses incurred on the Association's behalf.
2. Applications for membership shall be submitted to the Permanent Secretariat
who, upon verifying their completeness,
shall forward such applications to the Executive Committee. The Executive
Committee shall, upon receipt of a certificate
of acceptance of these Articles and such other documents as it may
reasonably require, approve or deny the application.
Admission as a Member shall become effective upon the decision by the
Executive Committee.
3. Each Member is, upon the effectiveness of its membership, granted
a non-exclusive, royalty free license to use the
Trade Marks in accordance with the rules and conditions specified in
specific regulations on Trade Marks. The
regulations on Trade Marks, and any modifications thereto as adopted
in accordance with Article 21, are binding upon all
Members.
4. Memberships may not be sold or transferred, directly or indirectly,
by Members without the prior written consent of
the Executive Committee. Such consent will not unreasonably be withheld,
delayed or conditioned where the transferee is
a wholly-owned subsidiary of the Member or the Member is a wholly-owned
subsidiary of the transferee, or where the
personnel exercising dominion and control over the policies and practices
of the Member will continue to exercise the
same, so that the transfer is in fact nominal, or a mere change of
form. In all other cases, the consent of the Executive
Committee may be withheld in its discretion. Without limiting the generality
of the foregoing, the Executive Committee shall
see to it that a transferee meets all of the conditions of membership
that were satisfied by the original Member, and shall
also see to it that
(a) voting power is not concentrated in the hands of a subset of the
Members by reason of consolidations or mergers of
Members and
(b) the ability of the association to impose and collect assessments
is not impaired by the use of multiple independent
companies of a single membership in the Association
2. a. Resignation of a Member or discontinuation of membership by the
Association may take place only at the end of a
financial year (as defined in Article 14, para.1) and with due observance
of a term of notice of four weeks
However, membership can be terminated forthwith if the Association
or the Member cannot reasonably be expected to
let the membership continue.
b. In the case of expulsion the date on which membership ends shall
be deter-mined by the Plenary Meeting.
3. In case of resignation contrary to the provision of the preceding
paragraph, the membership will end at the earliest date
allowed following the day of which notice was given.
4. a. In the event of termination of membership for whatever reason,
a Member shall be obliged to pay to the Association
any financial contribution which the Member was obliged to pay before
the membership terminated.
b. In the event of termination of membership for whatever reason, a
Member shall not be entitled to damages in respect of
any loss or damage caused to it by such termination.
c. A Member may not by resigning its membership withdraw itself from
a resolution whereby rights and obligations of a
financial nature of the Members are changed. Discontinuation
5. Notice of discontinuation of membership of the Association shall
be given in writing by the Executive Committee. This
written notice shall include a statement of reasons given for the discontinuation
of the membership. The Executive
Committee shall not give such notice until the Member has been duly
explained in writing that such notice is considered to
be given.
6. From a resolution of the Executive Committee to discontinue the membership
as referred to in paragraph 1 sub b, the
Member concerned may appeal to the Plenary Meeting within four weeks
after receipt of the notice of discontinuation by
submitting to the Executive Committee a letter objecting against the
notice of discontinuation of membership. The
Executive Committee is obliged to table the notice of discontinuation
of membership and the appeal against it by the
Member concerned for the first Plenary Meeting that will be held, but
not earlier than one month, after receipt of the
appeal.
7. During the term of appeal and pending the appeal the Member concerned
shall be suspended in its membership rights.
However, the suspended Member shall have the right to defend itself
at the Plenary Meeting in which the appeal is
discussed.
8. The notice of discontinuation of membership of a Member given by
the Executive Committee shall be null and void
when the appeal is accepted by the Plenary Meeting, which acceptance
requires a majority of 67 % or more of the votes
cast. The Member concerned shall be notified of the decision of the
Plenary Meeting by registered letter.
10. A Member, in respect of which an expulsion proposal has been tabled,
shall have the right to defend its position at (or
write to the Permanent Secretariat prior to) the Plenary Meeting at
which an expulsion proposal is tabled.
11. A resolution by the Plenary Meeting to expel a Member can only be
taken with the majority of 67% or more of the
votes cast. The Member in respect of which an expulsion proposal is
tabled shall not have the right to vote upon its
proposed expulsion and shall be notified of the decision by registered
letter.
2. Subject to paragraph 1, the Association shall, within six months
after the beginning of each calendar year (unless this
period has been extended by the Plenary Meeting), hold a Plenary Meeting
as its Annual Meeting, in addition to any other
meeting in that year, and shall specify the Annual Meeting as such
in the notices calling it.
3. All Plenary Meetings other than Annual Meetings shall be called Extraordinary
Plenary Meetings. Extraordinary
Meetings may offer the opportunity for the Members to speak by telecommunications
means.
4. The Executive Committee may, whenever it thinks fit, convene an Extraordinary
Plenary Meeting. An Extraordinary
Plenary Meeting shall also be convened on request of not less than
one-tenth of Members entitled to attend and to vote at
a Plenary Meeting.
5. All Members have the right to attend Plenary Meetings. However, suspended
Members are not authorized to attend
Plenary Meetings, subject to the provision of Article 6 paragraphs
6 and 7 and of Article 16 paragraph 7. A Member
may authorize another Member to represent it at a Plenary Meeting by
way of a proxy. Such proxy shall be produced at
the demand of any Member and has to be made in the form as referred
to in the regulations on rules and procedures. The
auditor as referred to in Article 15 shall be invited to attend the
Annual Meeting whenever the Executive Committee or
Members entitled to attend and cast not less than one-tenth of the
votes at a Plenary Meeting deem such necessary.
6. Resolutions of the Plenary Meeting may also be adopted by written
procedure, except for resolutions as referred to in
Article 6 paragraph 8, Articles 19, 20 and 21 of the Articles of Association.
7. All travel, hotel and other expenses incurred by a Member's representative
in connection with its attendance at Plenary
Meetings or Working Group Meetings, or otherwise in connection with
the Association, shall be paid by the relevant
Member(s), unless otherwise decided by a Plenary Meeting.
2. Extraordinary Meetings which offer the opportunity for the Members
to participate by telecommunications shall be
called by two days notice at the least.
2. No business shall be transacted at any Plenary Meeting unless a quorum
of Members or votes is present at the time
when the Plenary Meeting proceeds to business. Save as herein otherwise
provided, a Plenary Meeting shall achieve a
quorum when at least one third of the total number of Members are present
or represented by proxy.
3. Unless otherwise provided by these Articles of Association, all resolutions
of the Plenary Meeting shall be adopted by
a simple majority of the votes actually cast.
2. The particular functions of the Plenary Meeting shall be the following:
a. the appointment, suspension and dismissal of members of the Executive
Committee; and
b. the establishment or abolition of Working Groups, the election of
the chairs of Working Groups and the approval of
their terms of reference and rules of procedure; and
c. the establishment or abolition of Regional and Interest Groups,
the ratification of the election of the chairs of Regional
and Interest Groups, and the approval of their terms of reference and
rules of procedure; and
d. the approval of the budget, including the amount of budgeted Compulsory
and Voluntary Contributions, of the accounts
and the Executive Committee's annual report; and
e. the appointment of an auditor; and
f. the amendment of the Articles of Association and the dissolution
of the Association; and
g. the approval of the work programme of the Association and any necessary
modifications to or amendments of the
budget; and
h. the definition of the general policy of the Association; and
i. the approval of common positions which are to be issued by the Association;
and
j. the adoption of financial procedures; and
k. the decision on an appeal of a Member as referred to in Article
6 paragraphs 6 and 8; and l. the expulsion of
Members; and
m. the establishment of the Permanent Secretariat and the appointment
of senior executives of the Association, including
the Coordinator as head of the Permanent Secretariat; and
n. the notation of Permanent Reference Documents, of Restricted Document
Procedures and Restricted Special
Document Procedures; and
o. the categorization or recategorization of documents pursuant to
the Articles of Association; and
p. the determination of the need for co-operation agreements with third
parties, if necessary the establishment of a
Working Group for the negotiation of such agreements, the entry into
such agreements and the designation of rapporteurs;
and
q. the approval of common software standards for the purpose of all
communications and the processing and storage of
all documents relating to the Association; and
r. the resolution of disputes within and between Working Groups; and
s. the adoption and amendment of regulations, which shall not be contrary
to the Articles of Association.
3. Resolutions on the matters specified in this Article 10 can only
be taken with a majority of not less than 67% of the total
votes actually cast.
2. Only an officer, director or employee of a Member can be appointed
as a member of the Executive Committee. Each
member of the Executive Committee shall be an officer, director or
employee of a different Member.
3. Each member of the Executive Committee, when appointed for a certain
time, may be dismissed or suspended by the
Plenary Meeting at any time. Any suspension which is not followed by
a resolution of dismissal within three months, shall
end by the lapse of that term.
4. Each member of the Executive Committee shall retire at the latest
three years after its appointment according to a rota
of retirement to be drawn up by the Executive Committee. The retiring
member shall be eligible for reappointment, subject
to the provision of paragraphs 1 and 2 of Article 12; a member who
has been appointed in a premature vacancy shall
take its predecessor's place on the rota.
5. Membership of the Executive Committee shall furthermore end:
a. by termination of the membership in the Association by the Member
of which the member of the Executive Committee
is an employee;
b. by resigning;
c. by termination of the employment contract between the member of
the Executive Committee and a Member, unless
determined otherwise by the Plenary Meeting in case the member of the
Executive Committee has accepted an
employment contract with another Member.
6. All travel, hotel and other expenses incurred by a member of the
Executive Committee in connection with attendance at
meetings in person of the Executive Committee shall be paid by the
member, unless otherwise decided by a Plenary
Meeting.
2. The Deputy-Chair normally succeeds the Chair on the latter's termination
of office. The name(s) of the candidate(s) for
the function of Deputy-Chair for the following year shall be notified
to the Permanent Secretariat within three months of
the end of the current Chair's term of office. Within two weeks of
the due date of receipt of such notification, the
Permanent Secretariat shall notify each Member of the names of the
persons put forward.
3. The Chair shall preside over the meetings of the Executive Committee
and the Plenary Meetings and is authorised in its
capacity as Chair to represent the Association.
4. The Chair may invite observers to the Plenary Meeting or to a part
of the Plenary Meeting upon such terms and
conditions as he defines.
2. If the number of members of the Executive Committee falls below two,
the powers of the Executive Committee shall be
suspended, with the exception of the right to convene a Plenary Meeting
as soon as possible, in which meeting the filling of
the vacancy or vacancies shall be decided on.
3. The Executive Committee shall, subject to the prior approval of the
Plenary Meeting and within the scope of the
objectives of the Association, be authorized to enter into agreements
to purchase, dispose or encumber registered
property, or to enter into agreements whereby the Association commits
itself as guarantor or joint and several debtor,
warrants performance by a third party or undertakes to provide security
for a debt of a third party.
4. Without prejudice to the provision of paragraph 3 the Association
shall be represented:
a. either by the Executive Committee in corpore;
b. or by the Chair acting singly;
c. or by two members of the Executive Committee, acting jointly;
d. or by such authorized signatories as appointed by the Executive
Committee.
2. The Executive Committee shall be obliged to keep a record in respect
of the financial position and of all activities - in
accordance with the requirements arising from these activities - of
the Association and to store the relating documents
hereto in such manner that the rights and obligations of the Association
can be known out of it at all times.
3. At the Annual Meeting, to be held within six months after the end
of the financial year, unless this period has been
extended by the Plenary Meeting, the Executive Committee shall submit
an annual report on the course of business of the
Association and on the policy conducted. It shall submit the balance
sheet and the statement of income and expenditure
with notes for the approval of the Plenary Meeting. The Executive Committee
shall also submit the report of the auditor as
referred to in Article 15, paragraph 3. After expiration of such period
any Member may commence proceedings against
all members of the Executive Commit-tee for the enforcement of these
obligations.
4. The Executive Committee shall be obliged to keep the records referred
to in the paragraphs 2 and 3 for a period of ten
years.
2. Such appointment shall be made by the Plenary Meeting. If the latter
fails to do so, such appointment shall be made by
the Executive Committee. The appointment may at all times be revoked
by the Plenary Meeting and by the Executive
Committee, the latter only in the event it has appointed the auditor.
3. The auditor shall produce a report on the audit examination to the Executive Committee.
2. a. The Annual Budget shall provide separately for anticipated expenditure
to be funded by expected registration fees
Compulsory Contributions (for the purposes of this Article 16 called
"Compulsory Expenditure") and for expenditure to
be funded by Voluntary Contributions (for the purposes of this Article
16 called "Voluntary Expenditure"). It shall be in
such format and shall include such detail as may be required by the
Plenary Meeting. The amount of the Compulsory
Contributions, which shall in any event not exceed US$50.000 shall
be determined by the Plenary Meeting.
b. Any shortfall in respect of Compulsory Expenditure that arises during
a financial year because of additional expenditure
previously approved by the Plenary Meeting or because of the failure
of one or more Members to pay its or their annual
Compulsory Contributions shall, at the discretion of the Plenary Meeting,
be levied by the Permanent Secretariat on the
Members during the financial year in which it occurs or be financed
out of the capital (if any) of the Association. In the
event that at the year-end a credit balance remains in the accounts
it may be credited against Members contributions for
the following year in such manner as may be determined by the Plenary
Meeting.
c. Any shortfall in respect of Voluntary Expenditure that arises during
a financial year shall be levied by the Permanent
Secretariat during the financial year in which it occurs on the Members
who agreed to contribute.
3. All financial transactions (save in the case of existing agreements)
shall be transacted in such currency as the Executive
Committee may from time to time determine. Furthermore, all financial
matters shall be carried out in accordance with
financial procedures adopted by the Plenary Meeting.
4. The liabilities and obligations of the Association may be enforced
against its assets only, and no Member shall have any
individual liability for any liabilities or obligations of the Association.
A Member's liability vis-ˆ-vis the Association is
limited to the payment of its Compulsory and/or Voluntary Contributions.
5. Compulsory Contributions shall be divided among the Members equally.
6. Voluntary Contributions shall be divided among the Members who have
chosen to contribute to Voluntary Expenditure
in accordance with their undertaking to contribute.
7. A Member who fails to pay its contribution within 90 days of the
due date, may, after it has been duly reminded to do
so, be suspended by the Executive Committee. The provisions of Article
6 paragraph 5 up to and including 8 shall apply
correspondingly. However, the Executive Committee may decide to invite
the suspended Member to attend a Plenary
Meeting as a listener only.
2. Each Member shall be obliged to grant to the Association, on fair,
reasonable and non-discriminatory terms, the
intellectual property licenses necessary for the fulfillment of the
objectives of the Association.
2. Notice of every Plenary Meeting shall be given in any manner hereinbefore
authorised to:
a. every Member; and
b. the members of the Executive Committee.
No other person shall be entitled as of right to receive notices of
Plenary Meetings.
2. No amendment to these Articles of Association may be made that are
contrary to the principles or requirements of the
CORE-MoU, including, without limitation, the requirement in Article
5(d) of the CORE-MoU that each Registrar operate
in all respects consistently with the provisions of the CORE-MoU.
3. Those who have convened the Plenary Meeting to discuss a motion to
amend the Articles shall ensure that, at least 10
days before the meeting, a copy of such motion containing the verbatim
text of the proposed alteration has been received
by all Members and the office of the Permanent Secretariat for inspection
by the Members until the end of the day on
which the meeting is held.
4. A resolution to amend the Articles of Association shall require the
affirmative vote of a majority of not less than 67% of
the total votes actually cast in a meeting in which at least two-thirds
of the Members are present or represented. Should
two-thirds of the Members not be present or represented, then a second
meeting shall be convened after that meeting, to
be held at least 24 hours later and within four weeks after the first
one, in which the quorum requirement will be reduced
to one-half of the members being present or represented. No vote should
be carried through the written procedure before
holding a Plenary Meeting where at least half the Members are present
or represented
5. An amendment of the Articles shall become effective upon a resolution
adopted in accordance with the previous
paragraphs 1, 2 , 3 and 4.
2. Any balance remaining after liquidation shall be transferred to IANA
or any non-for-profit netity that might be its
successor and perform its responsibilites.
2. The regulations shall not be contrary to these Articles of Association.
2.a. An up-to-date alphabetical list of all Members shall be maintained,
and made available to the Members, by the
Permanent Secretariat.
b. Every Member is obliged to notify its name and address, telephone,
email and fax numbers and any change thereto to
the Permanent Secretariat.
2. The Chair shall preside as Chair at every Plenary Meeting. In case
the position of the Chair is vacant or if the Chair is
not present within one hour after the time appointed for the holding
of the Plenary Meeting or if he is unwilling to act, the
Deputy-Chair shall chair the Meeting and if he is not present within
one hour after the time appointed for the holding of the
Plenary Meeting or is unwilling to act, the Members present shall elect
one of their representatives to act as Chair of the
Plenary Meeting.
3. The Chair of the Plenary Meeting may, with the consent of any Plenary
Meeting at which a quorum is present (and
shall, if so directed by the Plenary Meeting), adjourn the Plenary
Meeting from time to time and from place to place, but
no business shall be transacted at any adjourned Plenary Meeting other
than the business left unfinished at the Plenary
Meeting from which the adjournment took place. When a Plenary Meeting
is adjourned for 10 days or more, notice of the
adjourned Meeting shall be given as in the case of an original Plenary
Meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted
at an adjourned Plenary Meeting.
4. At any Plenary Meeting, a resolution put to the vote of the Plenary
Meeting shall be decided by consensus or on a
show of hands unless a poll is (before or on the declaration of the
result of the show of hands) demanded:
a. by the Chair of the Plenary Meeting; or
b. by at least two Members present or represented; or
c. by any Member or Members present or represented and entitled to
cast not less than one-tenth of the votes at the
Plenary Meeting.
Unless a poll is so demanded, a ruling by the Chair of the Plenary
Meeting that a resolution has, by consensus or on a
show of hands, been carried or carried unanimously or by a particular
majority or lost, and an entry to that effect in the
book containing the minutes of proceedings of the Association shall
be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
such resolution.
5. If a poll is duly demanded it shall be taken in such manner as the
Chair of the Plenary Meeting directs and the result of
the poll shall be deemed to be the resolution of the Plenary Meeting
at which the poll was demanded. The demand for a
poll may be withdrawn.
6. When there is a tie of votes, whether on a show of hands or on a poll, the proposal is thus rejected.
7. A poll demanded on the election of a Chair, or on a question of adjournment,
shall be taken forthwith. A poll
demanded on any other question shall be taken at such time as the Chair
of the Plenary Meeting directs, and any business
other than that upon which a poll has been demanded may proceed pending
the taking of the poll.
8.a. Resolutions of the Plenary Meeting may also be adopted by written
procedure, except for resolutions as referred to
in Article 6 paragraph 8, Articles 19, 20 and 21 of the Articles of
Association.
b. The Executive Committee, through the Permanent Secretariat, shall
give notice to every Member of the intention to
seek a decision by written procedure. Such notice shall include the
full text of the proposal or the terms of decision.
c. A Member shall have seven days from receipt of the notice in which
to notify the Executive Committee in writing, via
the Permanent Secretariat, whether or not it approves of the proposed
decision. In the event that a Member fails or
neglects to reply within these seven days it shall be deemed to have
abstained.
d. A decision by written procedure of the Members shall be deemed to
be taken if a majority of not less than 67% of the
votes actually cast, of the Members entitled to vote pursuant to the
Articles of Association, are cast in favour of such
decision.
9.a. The proceedings of a Plenary Meeting shall be recorded in minutes,
which contain the date, time and place of the
Plenary Meeting, the name of the Members present or represented, the
name of the individuals present, the agenda,
proposals, a summary of relevant discussions, a list of meeting documents
presented, details of proposals passed, and if
appropriate, details of voting and details of any objections to voting.
b. The minutes shall be written by the Permanent Secretariat within
a reasonable time after a Plenary Meeting.
c. The minutes shall be provisionally approved by the Chair and forwarded
for distribution to all Members within a
reasonable time, but not exceeding four weeks following the Plenary
Meeting. Objections to the minutes and proposals
for amendments must be made in writing within one month after receiving
the minutes. If no objections are received the
minutes are deemed adopted. If objections are made, the next Plenary
Meeting shall consider such objections and adopt
the minutes having made such amendments as may be appropriate.
2. Members may propose to the Plenary Meeting appropriate policy positions
and decisions to be adopted by the
Plenary Meeting.
2. The document appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll. A proxy
shall not be entitled to cast the votes of more than ten Members (including
itself).
3. A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the previous revocation of the
proxy or of the authority under which the proxy was executed, if no
intimation in writing of such revocation as aforesaid is
received be-fore the commencement of the Plenary Meeting or adjourned
Plenary Meeting at which the proxy is used.
2. The Executive Committee shall be entitled to assign, under its responsibility,
certain parts of its duties to the Chair, the
Deputy-Chair, the Permanent Secretariat, or to committees to be appointed
by it.
3. The Executive Committee shall require approval of the Plenary Meeting
for decisions to:
a. without prejudice to the provision under b. below, enter into legal
transactions and to make expenditure exceeding an
amount of US$2.000 as decided upon by the Plenary Meeting;
b. i. hire, let or in another manner acquire or give the use or benefit
of real property;
ii. enter into agreements whereby the Association is granted a bank
credit;
iii. lend as well as borrow moneys, with the exception of taking up
moneys under a bank credit granted to the Association;
iv. be a party to legal proceedings, including the conducting of arbitration
proceedings, with the exception of taking
measures which are of a conservatory or urgent nature;
v. enter into and change employment contracts.
2. The quorum necessary for the transaction of the business of the members
of the Executive Committee shall be
two-thirds of the number of members of the Executive Committee.
3. Minutes will be kept of the proceedings at each meeting of the Executive
Committee, whether held in person, by
telephone, video conference, Internet conferencing methods or other
similar means of communication, by the Permanent
Secretariat. The minutes shall be provisionally approved by the Chair
and forwarded for distribution to all the members of
the Executive Committee within a reasonable time. Objections to the
minutes and proposals for amendments must be
made in writing within two weeks after receiving the minutes. If no
objections are received the minutes are deemed
adopted. If objections are made, the next Executive Committee meeting
shall consider such objections and adopt the
minutes having made such amendments as may be appropriate.
4. Further rules in respect of the meeting and resolutions of the Executive
Committee may be given in rules to be
approved by the Plenary Meeting.
5. A resolution in writing, signed by all members of the Executive Committee
for the time being entitled to receive notice
of a meeting of the members of the Executive Committee, shall be as
valid as if it had been passed at a meeting of the
members of the Executive Committee duly convened and held.
6. Any member of the Executive Committee may participate in a meeting
of the members of the Executive Committee by
means of telephone, video conference or other similar means of communication
whereby all persons participating in the
meeting may hear each other speak. Participation by a meeting in this
manner shall constitute presence in person at such
meeting. Minutes of the meeting, including where held by telecommunications
link, shall be taken and circulated.
2. The Permanent Secretariat is headed by a Co-ordinator appointed by
the Plenary Meeting. The Permanent Secretariat
can (but need not) be manned by persons employed by the Association.
3. The location of the Permanent Secretariat shall be determined by the Plenary Meeting.
2. The Permanent Secretariat shall carry out the tasks that are entrusted
to it in order to secure the good administration of
the work according to the Articles of Association and the Regulations
and as instructed by the Plenary Meeting and/or by
the Executive Committee.
3. The Permanent Secretariat shall:
a. prepare the draft annual budget to be presented by the Executive
Committee to the Plenary Meeting each year;
b. account for the administration and finances of the Association to
the Executive Committee;
c. prepare annually the audited balance sheet, reports (including staffing
details) and accounts to be presented by the
Executive Committee to the Annual Meeting;
d. prepare the minutes of Plenary Meetings and keep those minutes with
annexes, together with Permanent Reference
Documents, in files for a minimum period of five years, provided that
all documents relating to financial matters (including,
but not limited to, accounts, financial statements, correspondence
and agreements having an impact on the accounts
and/or the balance sheet) must be kept for ten years, and further provided
that all Permanent Reference Documents in
their latest version are at all times kept in files;
e. prepare the Permanent Secretariat's annual report to be presented
to the Executive Committee;
f. present activity reports to the Executive Committee and communicate
regularly with the Executive Committee within its
area of responsibility;
g. maintain an up-to-date list of all Members;
h. maintain a list of up-to-date Permanent Reference Documents ("PRDocs").
This list shall indicate the status and
development of PRDocs;
i. maintain a PRDoc procedure concerning PRDoc version change control;
j. maintain an up-to-date list of each Working Regional and Interest
Group Chair's name, address, telephone and fax
numbers;
k. advise the host member in organising Plenary Meetings and provide
such sup-port as is reasonably required;
l. receive and handle applications for membership in accordance with
Article 5 paragraph 2 of the Articles of Association;
m. prepare amendments and updates of the vote and cost allocations
to be presented to the Executive Committee;
n. discharge such other tasks as may be assigned to it by the Plenary
Meeting, the Chair or the Executive Committee or
the Articles of Association or the Regulations.
4. The Permanent Secretariat may with the prior consent of the Executive
Committee appoint advisors to advise it on the
performance of its duties. The fees of such ad-visors must be provided
for in the annual budget to be approved by the
Plenary Meeting.
2. The post of the Co-ordinator of the Permanent Secretariat, if vacant, shall first be advertised within the membership.
3. The Executive Committee shall issue guidelines to the Permanent Secretariat
in respect of the administration of financial
matters such as the signing of checks, payment of invoices and administration
of bank accounts.
2. The Plenary Meeting shall define the terms of reference for each
Working Group at the time of its establishment and
revise such terms of reference when necessary.
3. All costs incurred in making a person available to sit on a Working
Group shall be borne by the Member which
employs or nominates that person unless otherwise decided by the Plenary
Meeting.
4. The terms of reference of each Working Group shall include:
a. the precise task of the Working Group;
b. the time scale for submission of progress reports to the Plenary
Meeting;
c. the nature of the required output;
d. the overall time scale; and
e. if necessary, the names of third parties which the Working Group
may consult and a budget for the professional fees
and expenses of such third parties.
5. The Chair of each Working Group shall notify the Permanent Secretariat
of its name, address, telephone and fax
numbers, and any changes thereto.
6. Working Groups shall operate under such rules of procedure as may
be determined by the Plenary Meeting from time
to time. The mandate of each Working Group shall be limited to a period
of two years. The Chair of each Working
Group shall be appointed by the Plenary Meeting for a period of two
years.
7. Each Working Group shall consist of experts nominated by the Members
which experts' expertise shall be relevant to
the tasks entrusted to the Working Group. Each expert shall be an employee
or authorized representative of the
nominating Member. Persons who are not employed by Members shall not
be entitled to attend Working Group
Meetings. Exceptionally, when the task of a Working Group so requires,
on the recommendation of the Chair or member
of the Working Group, experts who are not employed by Members may participate
in Working Groups, subject to the
agreement of the Chair of the Working Group. The Working Group shall
co-ordinate the participation by such persons.
8. The costs incurred in making available the services of a person who
is not employed by a Member nor by the
Association shall be certified by the Chair of the Working Group and
paid by the Permanent Secretariat. The
categorization of such costs as costs to be funded by Voluntary or
Compulsory Contributions shall be a matter for the
Plenary Meeting.
9. A group of Members in a certain region, which group is not appointed
by the Plenary Meeting as a Working Group,
and which group of Members contributes to the objectives of the Association,
may be recognized and established by the
Plenary Meeting as a Regional Group, having those rights as approved
by the Plenary Meeting. The Chair of such a
Regional Group shall have the title of Vice-Chair.
10. A group of Members with a special interest, which group is not appointed
by the Plenary Meeting as a Working
Group, and which group of Members contributes to the objectives of
the Association, may be recognized and established
by the Plenary Meeting as an Interest Group, having those rights as
approved by the Plenary Meeting. The Chair of such
an Interest Group shall also have the title of Vice-Chair.
11. Where in this Article 10 reference is made to a Member, this reference
shall be deemed to include a subsidiary or
other affiliated company of a Member.
2. The Permanent Secretariat shall invoice each Member for the amount
of its annual Compulsory and, as the case may
be, Voluntary Contribution.
3. All contributions of Members are payable in full 60 days after the
date of invoice, or after such period as the Plenary
Meeting may designate.
4. If any Member's contribution shall not have been received within
one month of the due date, the Member in default
shall pay interest at the rate of (15) per cent per annum, such interest
to accrue from day to day, from the due day until
receipt of the payment into the Association's bank account.
5. All expenditures outside approved budget shall be referred for prior approval to the Plenary Meeting.
6. Invoices in respect of approved expenditure of Working Groups and
other payments (certified by a member of the
Working Group) shall be submitted to the Permanent Secretariat for
payment.
2. In general, Binding Documents shall come into effect immediately
after approval by the Plenary Meeting. The Plenary
Meeting may stipulate a transition period where it considers such necessary.
3. The contents of a Non-Binding document are for information purposes only.
4. A Restricted Document is generally not for distribution to non-Members.
The availability of a Restricted Document to
non-Members shall be determined under the Restricted Document Procedures
issued by the Plenary Meeting.
5. Restricted Special Documents can only be made available, even to
Members, under control of a special procedure and
under special conditions (if any) determined by the Plenary Meeting.
6. An UnRestricted document may be distributed without any restriction.
7. Meeting Documents are those documents which are presented at Plenary
Meetings or Working Group Meetings as
proposals, specifications or for information purposes.
8. Permanent Reference Documents are documents issued by, approved by
or noted by the Plenary Meeting as such
documents.
9. Subject to the exercise by the Plenary Meeting of its right to categorise
or re-categorise, documents shall be
categorised as UnRestricted, Restricted or Restricted Special by the
Member, members of the Executive Committee,
Working Group, or Plenary Meeting which prepared, issued or approved
the document.
10. Members shall take all reasonable steps which are necessary in their
countries to protect the copyright and
confidentiality of Association documents and in the event that registration
is necessary for such protection, shall without
delay inform the Permanent Secretariat for consideration by the Executive
Committee.
2. Unless required by law, court order or by order of a governmental
authority or other telecommunication administration
having supervisory power over a Member in relation to Registrar activities,
or unless specifically marked for disclosure to
the public, press, media or selected third parties, any advice information,
in whatever form, is provided by the
Association, its staff, the Plenary Meeting, the members of the Executive
Committee, the Working Groups, to the
Members for the use of Members only. Any Member who discloses any such
advice or information, in whatever form, to
any third party, shall indemnify the Association against any liability,
claims, loss, damage, cost or expenses arising out of
any such third party relying on such advice or information.