Ecma archived Rules (December 2019)

Art 2.

System of measurement

The metric system of measurement according to ISO 1000 and the International System of Units (SI) according to ISO 31 shall be used.

Art 3.

Representation of company members

Each company member shall appoint one of its officers or executives who shall represent this member in General Assemblies and who shall have full authority to commit the member on all matters listed in the agenda of the General Assembly. Company members shall notify the Association of any changes in their representation. Each company member may appoint one alternate representative.

Art 4.

General Assemblies

4.1
Representatives may invite additional individuals from their respective member company to participate in an advisory capacity at a General Assembly.

4.2
The ordinary members at a General Assembly may be represented by a proxy. A written proxy shall be established indicating the item or items of the agenda to which it is restricted.

4.3
The President or in his absence the Vice-President shall preside at all General Assemblies. In absence of both, the ordinary members present or represented by proxy shall elect a Chairman for that particular meeting.

Art 5.

Executive Committee

5.1
A Committee consisting of individuals elected by the General Assembly will be set up under the name of Executive Committee (ExeCom), whose terms of reference will be as follows:

5.1.1
To hold a meeting at least twice a year.

5.1.2
To prepare terms of reference for new Technical Committees in accordance with the rules for the formation of a Technical Committee.

5.1.3
To nominate a provisional Chairman and Vice-Chairman for each new Technical Committee.

5.1.4
To review and co-ordinate the progress of the TCs and, from time to time, review the terms of reference given to Technical Committees. Where required, Chairmen of TCs shall attend the meeting.

5.1.5
To make recommendations to the disbandment of Technical Committees.

5.1.6
To provide assistance and advice to the Management on business, legal and managerial matters and any other topic as and when required.

5.1.7
To propose nominations for the election of the Management at the General Assembly.

5.2
The members of the Ecma Management are members of the Executive Committee. Members of the Management may also be entitled to serve as Chairman of the Executive Committee as specified in Art. 7.8 of the Ecma by-laws.

Art 6.

Technical Committees

6.1
Formation of Technical Committees (TCs):

6.1.1
TCs will be formed by the Secretary General (SG) when so decided at a General Assembly.

The ExeCom may provisionally authorize the operation of a TC before the approval of the GA.

6.1.2
a) Any proposal for the setting up of a TC shall include the suggested terms of reference, the scope, and be sent to the SG.
b) Any new work item proposal in a TC or TG shall be supported by at least three Ecma members of which there is at most one NFP.

6.1.3
The ExeCom shall nominate a provisional Chairman and Vice-Chairman.

6.1.4
The SG shall then convene the first meeting of the TC.

6.2
Operating procedures – Rules and recommendations for the TCs:

6.2.1
Members of TCs are representatives of Ecma members.

6.2.2
Members of Ecma are entitled to send one or more representatives to any TC.

6.2.3
Voting on any matter shall be by simple majority of Ecma TC members. Each Ecma member has only one vote.

6.2.4
It is recommended that in the course of its ordinary work the TC should not use voting unless it is impossible to make progress without a vote.

6.2.5
One-time visitors can attend a meeting only at the invitation of the SG at the request of the TC. They have no voting rights.

6.2.6
Individuals can participate in the work of a TC as invited experts. They participate only at the invitation of the SG at the request of the TC. They have no voting rights. Invited experts shall comply with the Ecma policies and sign the appropriate form before participating. The invitation to participate may be withdrawn by the SG at any time.

6.2.7
The provisional Chairman and Vice-Chairman nominated by the ExeCom shall act for an initial period which shall be not less than six months from the date of the first meeting and which shall include the first three meetings.

6.2.8
At the first meeting of the TC which takes place after the end of the initial period, a Chairman and Vice-Chairman shall be elected from among the ordinary member representatives. However, when no ordinary member representative is available for such responsibility, the TC may appoint an individual as Chairman and / or Vice-Chairman among the remaining Ecma members and the GA shall be notified.

6.2.9
The Chairman and Vice-Chairman, having been elected from among the member company representatives, hold office for a term of 12 months and are eligible for re-election.

6.2.10
Meetings of the TCs shall be conducted by the Chairman, according to the By‑laws and Rules of Ecma. A -representative of the Secretariat shall act as Secretary for all TC meetings. The Vice-Chairman or an appointed TC expert should assist the secretary and should act for the secretary if the latter is unable to attend.

6.2.11
Agenda for meetings of the TCs shall be prepared by the Chairman and an officer of the Secretariat taking into account suggestions made by members of the TC. The agenda shall be made available to all members three weeks before each meeting; at the opening of the meeting it can be updated and it shall be approved.

6.2.12
The secretary of a TC shall be responsible for the preparation of minutes of the meetings.

6.2.13
The minutes shall be made available by the secretary within three weeks after a meeting to all members of the TC, the General Assembly, and the ExeCom.

6.2.14
The first item on the agenda of each TC shall be the review and approval of the minutes of the preceding meeting. The minutes, after approval, shall constitute the official record of the meeting of a TC.

6.2.15
Any amendment of terms of reference of TCs shall be addressed to the SG for discussion between the TC Chairman and the ExeCom. The ExeCom may provisionally authorize such amendment before the approval of the GA.

6.2.16
The Chairman is responsible for the preparation of a semi-annual report for each TC: He will be assisted by the Vice-Chairman and an officer of the Secretariat in this task and the report will be submitted to the General Assembly. The report will contain a description of the results achieved to date and an outline of the work to be carried out during the next year.

6.2.17
This report will be made available to all members of the TC for approval.

6.2.18
Any member of a TC has the right to ask for a minority report, which they shall provide, to be included into the semi-annual report.

6.2.19
The work of all TCs will be discussed every six months at a meeting of the ExeCom and the SG at which meetings the semi-annual reports will be presented.

6.2.20
First priority in discussion at the meetings of the TCs shall be given to items on the agenda.

6.2.21
Under no circumstances should any technical contribution be decided upon at a TC meeting unless it has been made available to all TC members at least three weeks before the meeting.

6.2.22
Face-to-face meetings may be held in Geneva or at any other place. Economy and efficiency shall be a factor in choosing the meeting place and the meeting mode. Electronic or a combination of electronic and face-to-face meetings are possible options, left to the TC’s decision.

Art 7.

Task Groups (TGs)

7.1
A Technical Committee may form TGs for the accomplishment of specific tasks within the scope of the TC. In case of a “Royalty-Free TG” (see the Ecma Code of Conduct in Patent Matters and the Ecma Royalty-Free Patent Policy Extension Option), the approval of the General Assembly is required.

7.2
At least two members of the TC shall agree to take an active part in the work of a TG.

7.3
Terms of reference of the TG shall be included in the minutes of the meeting of the TC at which the TG has been formed. In case of a “Royalty-Free TG” the Terms of Reference require the approval of the General Assembly.

7.4
TGs shall report at each meeting to the TC on their activities; these reports shall appear in the minutes of the TC.

7.5
The Convenor of a TG shall be appointed by the TC upon nomination by the TG for 12 months and is eligible for re-appointment.

7.6
Face-to-face meetings may be held in Geneva or at any other place. Economy and efficiency shall be a factor in choosing the meeting place and the meeting mode. Electronic or a combination of electronic and face-to-face meetings are possible options, left to the TG’s decision.

Art 8.

Membership and fees

8.1
The General Assembly shall set the annual membership fee for the following fiscal year based on the budget for that year.

Although the Association shall be non-profit making, reserves may be accumulated if so decided by the General Assembly.

For each class of company membership, the annual fee shall be:

Ordinary members:     The full nominal fee

Associate members:    One half of the full nominal fee

SME members:             One quarter of the full nominal fee

SPC members:             Five percent of the full nominal fee.

There is no fee for NFPs (Not-For-Profit organizations).

8.2
Annual membership begins on the first day of the fiscal year and continues throughout that year.

Existing members as of the last day of the current fiscal year continue as members of the same class as of the first day of and throughout the following fiscal year, unless a change of the membership category has been approved (see 8.5).

The company membership fee is due within 60 days upon receipt of an invoice.

If the membership fee is not paid within four months upon receipt of the invoice the access right of the member to all Ecma members’ privileged resources and its participation in the Ecma standardization work may be automatically suspended without any further notice by Ecma.

8.3
The Secretary General shall indicate at the first ordinary General Assembly of the fiscal year the name(s) of the company member(s) having not paid the annual fee. The General Assembly shall decide on the sanctions to be taken, up to and including temporary suspension of all voting privileges.

8.4
Any withdrawing company member shall pay the full annual fee for the appropriate membership class for the fiscal year at the end of which the withdrawal becomes effective.

8.5
Any new company member admitted at the General Assembly held in the first half of a fiscal year shall pay one half of the full annual fee for its membership class in that fiscal year.

Any new company member admitted at the General Assembly held in the second half of a fiscal year shall not pay a fee for that fiscal year, but shall pay the full annual fee for its membership class in the following fiscal year.

Any upgraded (see By-laws Art.6.2) company member admitted at the General Assembly held in the first half of a fiscal year shall pay one half of the full annual fee for its new membership class for the second half of that fiscal year.

Any upgraded company member admitted at the General Assembly held in the second half of a fiscal year shall not pay an additional fee for its new membership class for that fiscal year, but shall pay the full annual fee for its new membership class in the following fiscal year.

Downgraded membership (see By-laws Art. 6.3) becomes effective at the beginning of the fiscal year following the fiscal year when the downgrading was approved.

Art 9.

Operating expenses

9.1
Operating expenses of the Association shall consist of salaries, travel and office expenses of the Secretariat and publication costs.

9.2
Expenses of Ecma members including those connected with ad hoc committees, TCs and TGs are not part of the operating expenses of the Association.

9.3
The Secretary General of Ecma is responsible to the Treasurer for the operating expenses of the Association.

9.4
The general accounting of the Secretariat shall be reviewed once a year by an Auditor appointed by the Treasurer and approved by the General Assembly.

9.5
The General Assembly shall discharge from liability the Management and the Secretary General for their activities during the concerned period.