Bylaws
February 12, 2009
SECTION 1
GENERAL
Article 1. Name
The name of this Consortium is the “DITA Consortium Japan”.
Article 2. Office
The principal office of the Consortium shall be located in the Secretariat prescribed in Article 38.
Article 3. Purposes
This Consortium is a non-profit organization that aims to carry out DITA educational and promotional activities in Japan, and to create new values and new markets for information technology in Japanese industry. For such purposes, the Consortium centralizes technical and case information on DITA from inside and outside of Japan, carrying out information provision and educational activities for users in a unified manner, and promotes the development of DITA technology by educating DITA engineers and researching the standardization and optimization of DITA technology.
Article 4. Activities
The Consortium shall carry out the following activities to achieve the purposes stated in Article 3.
(1) Determining and executing operation policy, via the Administrative Board
(2) Research, and publishing and accumulating the outcomes thereof, via the Working Groups
(3) Holding DITA-related conferences and symposiums
(4) Running a DITA website
(5) Hosting DITA-related seminars
(6) Cooperating with related organizations inside and outside of Japan
(7) Any activities other than the foregoing that are needed to achieve the purposes of the Consortium.
SECTION 2
MEMBERS
Article 5. Types
The members of the Consortium shall consist of corporations, business proprietors, and individuals, that approve of the purposes of the Consortium and have paid the membership fees prescribed in the membership fee provisions.
2. The members shall consist of the following types:
(1) Executive Members: corporations, organizations and institutions from which a Director has been elected.
(2) General Members: corporations, organizations and institutions from which a Director has not been elected.
(3) Academic Members: educational establishments and research institutes.
(4) Individual Members: persons who have joined the Consortium as individuals.
3. Special Members, not falling under the types set forth in the preceding paragraph, may be admitted if the Administrative Board approves them.
Article 6. Admission
In order to become members of the Consortium, applicants shall make a written application of the specified format to the Secretariat and be approved by the Administrative Board.
2 Each new member shall register one person as its member representative with the Consortium.
3 A change of the member representative shall be reported to the Secretariat immediately.
Article 7. Fees
Members shall pay membership fees as their share in bearing the costs of the operations and activities of the Consortium.
2 The annual membership fees are as follows:
(1) Executive membership: 200,000 yen
(2) General membership: 100,000 yen
(3) Academic membership: Free
(4) Individual membership: 10,000 yen
3 Payment of the annual membership fees shall be made by the end of April each year. Costs incurred in payment, such as bank transfer fees, shall be borne by members.
4 In the first fiscal year of their membership, members shall pay the following membership fees in a lump sum within 60 days after admission.
(1) If admitted from April to September: 100% of the annual fee.
(2) If admitted from October to December: 50% of the annual fee.
(3) If admitted from January to March: 25% of the annual fee.
The fees and payment details for the second and subsequent years is as set forth in Paragraphs 2 and 3 of this Article.
5 Academic members shall renew their membership annually by notifying the Secretariat, by the end of April, of their desire to continue.
Article 8. Withdrawal
A member that wishes to withdraw from the Consortium shall give the Secretariat advance written notification to that effect.
2 If an organizational member is dissolved or becomes bankrupt, it will be regarded as having withdrawn at the time of such dissolution or bankruptcy. However, an organizational member that is dissolved due to merger, or the like cause may, if it so wishes, transfer its rights and obligations to a new organization.
Article 9. Expulsion
In any of the following cases, a member may be expelled with the approval of at least two thirds of the Directors on the Administrative Board.
(1) The member does not pay the membership fee, and still fails to pay two months after being sent a reminder.
(2) The member defames the Consortium or commits actions that are grossly counter to the purposes of the Consortium.
(3) The member violates these Bylaws.
2 A member that is to be expelled under the provisions of (2) above shall receive advance written notice and, if it wishes, shall be given the opportunity to defend itself at the Administrative Board meeting which is to pass the resolution for its expulsion.
Article 10. Rights and Obligations after Forfeiting Membership
A member that has forfeited its membership under the provisions of Articles 8 or 9 shall lose its rights, and be released from its obligations, with regard to the Consortium. However, it shall not be released from unperformed obligations.
2 The Consortium shall not return to a member that has forfeited its membership any membership fees or other contributions or dues already received.
SECTION 3
OFFICERS
Article 11. Types
The Consortium shall have the following officers:
(1) Four or more Directors (no more than one Director per member)
(2) One or more Auditors (no more than one Auditor per member)
2 One President and up to two Deputy Presidents shall be elected by mutual vote of the Directors.
3 Each Director may appoint a proxy for himself or herself and, by notifying the Administrative Board to that effect, delegate such proxy to perform his or her Director’s duties.
Article 12. Election
Directors and Auditors shall be elected out of the members at a General Assembly. However, they may be elected out of non-members where necessary.
2 The President and Deputy Presidents shall be elected by mutual vote of the Directors on the Administrative Board.
3 No member may concurrently serve as both a Director and an Auditor.
4 Irrespective of the provisions of Paragraph 1, an officer may, during his or her term, appoint a successor to himself or herself out of the eligible members, by obtaining a resolution at a meeting of the Administrative Board. In such a case, approval shall be needed at the first General Assembly after such meeting of the Administrative Board.
5 The Directors may be augmented by means of a resolution of the Administrative Board.
Article 13. Duties
The Directors shall constitute the Administrative Board, which shall discuss and determine operation policy and its execution.
2 The President shall represent the Consortium and exercise overall control of its affairs.
3 The Deputy President shall assist the President, and perform the President’s duties on his or her behalf in some cases.
4 The Auditor(s) shall carry out the duties of auditing.
Article 14. Terms of Office
An officer shall hold office until the day when the General Assembly pertaining to the fiscal year in which he or she was elected is held.
2 Should the President and/or the Deputy President(s) resign during their term of office, a replacement(s) for him or her or them shall be elected out of the Directors.
3 An officer who takes office via replacement, resignation or augmentation shall hold office for the remaining term of the predecessor or the current officers, irrespective of the provisions of Paragraph 1.
4 An officer who resigns or whose term has expired shall, if such resignation or expiration results in a deficiency in the minimum number of officers prescribed in Paragraph 1 of Article 11, carry out the duties of his or her successor until the successor takes office,
5 Officers may be reelected.
Article 15. Dismissal
In either of the following cases, an officer may be dismissed by a resolution of at least two thirds of the Directors currently on the Administrative Board.
(1) The officer is deemed to be unable to perform his or her duties due to mental or physical disability.
(2) The officer is deemed to have breached his or her duties, to have violated laws, regulations or these Bylaws, or to have committed any other acts unbecoming to an officer.
2 The provisions of Paragraph 2 of Article 9 shall apply mutatis mutandis to an officer who is to be dismissed under the provisions of (2) above.
Article 16. Compensation
Officers shall serve without compensation. However, an Auditor who is a non-member may be paid compensation with the approval of the Administrative Board.
SECTION 4
MEETINGS
Article 17. Types
There shall be two types of meetings of the Consortium: General Assemblies, and meetings of the Administrative Board.
2 There shall be two types of General Assemblies: Ordinary and Extraordinary.
Article 18. Composition
The General Assembly shall consist of the members.
2 The Administrative Board shall consist of the Directors.
3 The Auditor(s) may attend meetings and state opinions.
4 The Head of Secretariat prescribed in Article 38 shall attend meetings and assist the officers in their duties.
Article 19. Authority
The General Assembly shall determine important matters concerning the operations of the Consortium, as well as the matters laid down in these Bylaws.
2 The Administrative Board shall determine the following matters as well as the matters laid down in these Bylaws:
(1) matters pertaining to execution of matters passed by the General Assembly;
(2) matters to be brought up at the General Assembly;
(3) other matters, pertaining to execution of Consortium affairs not requiring to be passed by the General Assembly.
Article 20. Holding of Meetings
Ordinary General Assemblies shall be held once per calendar year, within 75 days after the end of the business year.
2 Extraordinary General Assemblies shall be held in either of the following situations:
(1) the Administrative Board deems an Extraordinary General Assembly necessary, or
(2) two fifths or more of the current members put forward a matter constituting the purpose of an assembly, and request an Extraordinary General Assembly.
3 Meetings of the Administrative Board shall be held in either of the following situations:
(1) the President deems a meeting necessary, or
(2) one third or more of the current Directors put forward a matter constituting the purpose of a meeting, and request a meeting.
Article 21. Convening of Assemblies and Meetings
General Assemblies and meetings of the Administrative Board shall be convened by the President.
2 In order to convene a General Assembly, the President shall notify the members of the date, time and place of the Assembly, the matters constituting its purposes, and the contents of such matters, no later than 10 days before the day on which it is to be held. However, in cases where the Assembly business is urgent, it will be permissible to convene the assembly via a method determined in advance by the Administrative Board.
3 In order to convene a meeting of the Administrative Board, the President shall apply the prescription in the preceding paragraph mutatis mutandis. However, in cases where the meeting business is urgent, it will be permissible to convene the meeting via a method determined in advance by the Administrative Board.
4 The President shall promptly convene an Assembly or meeting when a request as in Paragraph 2 (2) or 3 (2) of the preceding Article is made.
Article 22. Chair of Assembly and Meetings
The President shall serve as the Chair of General Assemblies and of meetings of the Administrative Board. Where the President is unable to serve as the Chair, the (or a) Deputy President shall do so.
Article 23. Quorum
Attendance by one third or more of the current members with voting rights shall constitute a quorum at a General Assembly.
2 Attendance by the President or the (or a) Deputy President and one half or more of the current Directors shall constitute a quorum at a meeting of the Administrative Board.
Article 24. Resolutions
Motions at General Assemblies and meetings of the Administrative Board shall, unless otherwise specified in these Bylaws, be passed by a simple majority of the members present. In the case of a tie, the President shall have a casting vote.
2 The members with the right to propose motions and to vote shall be the Administrative Board members and the General Members.
3 The proposing of motions, and voting, shall be performed by the member representatives.
4 Only the matters that have been notified in advance as prescribed in Paragraphs 2 and 3 of Article 21 may be passed at a General Assembly or meeting of the Administrative Board. However, this shall not apply where there are urgent matters that have the agreement of two thirds or more of the members present.
5 Voting on a General Assembly resolution may be conducted via email or other electronic means, as a substitute method. In such a case, the resolution shall be passed if responses are received from one half or more of the current members with voting rights and a majority of the responses approve it.
6 Voting on an Administrative Board resolution may be conducted via email or other electronic means, as a substitute method. In such a case, the resolution shall be passed if a majority of the current Directors approve it.
7 The agenda to be discussed at a General Assembly shall be compiled by the Head of Secretariat beforehand, and shall pass under review by the Administrative Board in advance.
8 Members or Directors who have a special interest in a resolution at a General Assembly or a meeting of the Administrative Board shall not take part in the voting on that resolution.
Article 25. Voting in Writing, Etc.
Members who are unavoidably unable to attend General Assemblies or meetings of the Administrative Board may exercise their voting rights by proxy statement or through an agent, with regard to the matters notified in advance.
2 Where an agent under the preceding paragraph is not a member representative, he or she shall submit a document proving his or her powers of agency to the Chair at each Assembly or meeting.
3 When members exercise their voting rights by the means provided in Paragraph 1, they shall be regarded as having attended the Assembly or meeting concerned.
Article 26. Minutes
For General Assemblies and meetings of the Administrative Board, the Secretariat shall draw up minutes that contain the following matters, and store the minutes for the duration of their active period.
(1) Date, time and place of the Assembly or meeting
(2) Current number of members
(3) Number of members attending the Assembly or meeting, and their names (including those voting in writing and through an agent).
(4) Resolutions voted upon
(5) Summary of the proceedings
SECTION 5
ASSETS AND ACCOUNTING
Article 27. Composition of Assets
The Consortium’s assets shall be composed of the items listed below.
(1) Promotion fund
(2) Membership fees
(3) Activity assistance funds donated after establishment
(4) Revenue arising from assets
(5) Revenue deriving from activities
(6) Other revenue
Article 28. Asset Management
The Consortium’s assets shall be managed by the President, in accordance with methods resolved by the Administrative Board. However, where assets are donated with stipulations concerning their uses or management methods, such stipulations shall be followed.
Article 29. Defrayment of Expenses
The Consortium’s expenses shall be defrayed by means of its assets.
Article 30. Activity Plans and Revenue-and-Expenditure Budgets
Before the beginning of each business year, the Consortium’s Activity Plan and Revenue-and-Expenditure Budget shall be drawn up by the Administrative Board, and after being passed by the Board, must be passed by the first General Assembly held in the business year in question.
Article 31. Activity Reports and Balance Settlement
Promptly after the end of each business year, the Consortium’s Activity Report, Balance Settlement and Asset Inventory shall be drawn up by the Administrative Board, and after being audited by the Auditor(s), must be passed by a General Assembly within 75 days after the end of the business year in question.
Article 32. Special Accounts
The Consortium may, with the approval of the Administrative Board, set up special accounts in cases where such are required for execution of activities.
2 The special accounts provided in the preceding paragraph shall be reckoned up in the Revenue-and-Expenditure Budgets of Article 30 and in the Balance Settlements of Article 32.
Article 33. Disposal of Surpluses
Where a surplus arises in the Consortium’s Balance Settlement, the whole or a part of the surplus may, with the approval of the Administrative Board, be carried over to the next activity year or be held in reserve.
Article 34. Business Year
The Consortium’s business year shall begin on April 1 and end on March 31.
SECTION 6
CHANGES TO BYLAWS, AND DISSOLUTION
Article 35. Changes to Bylaws
These Bylaws may be changed, after the changes are passed by the Administrative Board and passed by a majority of the members with voting rights who are present at a General Assembly.
Article 36. Dissolution
This Consortium may be dissolved if it fulfills its purposes set forth in Article 3, or if it fulfills its role, and dissolution is passed by at least two thirds of the members with voting rights who are present at a General Assembly.
Article 37. Disposal of Residual Assets
Residual assets in the event of the Consortium’s dissolution may be donated to a corporation or organization that succeeds the Consortium or has purposes similar to the Consortium’s, if such donation is passed by a majority of the members with voting rights who are present at a General Assembly.
SECTION 7
MANAGEMENT ORGANIZATIONS
Article 38. Secretariat
The Consortium shall set up a Secretariat to have overall control of and further the Consortium’s operational affairs.
2 A Head of Secretariat shall be elected out of the Executive Members, and with the consent of the Administrative Board, the President shall request such Executive Member to assume the position.
3 The Head of Secretariat may, with the approval of the Administrative Board, appoint secretariat members.
4 The Head of Secretariat shall act for the President in managing the Consortium’s assets, under the President’s direction.
5 The Secretariat’s expenses shall be paid from the Consortium’s assets.
6 Such other matters concerning the Secretariat and its staff as it may be necessary to determine shall be laid down separately by the President with the approval of the Administrative Board.
Article 39. Working Groups
The Consortium may set up Working Groups in order to achieve smooth execution of activities.
2 A Working Group shall be set up when a member proposes creation of a new Group and the Administrative Board passes the proposal.
3 Each Working Group shall elect a group representative. The group representatives shall be the main organizers of the groups and shall report the activity outcomes to the Administrative Board.
4 The Working Groups shall investigate, research and deliberate the matters that constitute their purposes.
Article 40. Steering Committee
The Administrative Board may set up a Steering Committee in order to achieve smooth execution of activities.
2 The Steering Committee shall be composed of members elected out of the Working Group representatives, the Head of Secretariat, and the Administrative Board.
3 The Steering Committee shall elect, out of the Executive Members, one Steering Committee Chair and one Steering Committee Deputy Chair, both of whom must be approved by the Administrative Board. Their term of office shall be one year. However, reelection will be permissible.
4 The Steering Committee shall, under delegation from the Administrative Board, determine and implement matters pertaining to the Consortium’s operations.
5 The Steering Committee may set up such committees as are needed for the Consortium’s operations.
6 The Steering Committee may propose the holding of extraordinary meetings of the Administrative Board.
Article 41. Treatment of Outcomes
Recognition of outcomes obtained from the Consortium’s activities (excluding, in this Article, the standardization activities set forth in SECTION 8) shall be subject to approval by the Administrative Board.
2 The outcomes shall be disclosed to the members. With the approval of the Administrative Board, they may also be disclosed to non-members.
3 Copyrights in an outcome (including the rights set forth in Articles 27 and 28 of the Copyright Act) shall be shared equally between the Consortium and the member who was involved in the activities that created the outcome (referred to as the “Author” in the remainder of this Article).
4 The Author shall be selected by mutual agreement at the Working Group or other activity unit (referred to as “Group, etc.” in the remainder of this Article) that created the outcome in question.
5 Where there are multiple Authors, the copyrights shall be shared equally among all the Authors. Any Author who so wishes may carry out exploitation, as provided under the Copyright Act, of the whole or a part of the outcome in question (this refers to the reproduction, adaptation and so forth provided under the Copyright Act; the same shall apply hereafter), or let a third party carry out such exploitation provided under the Copyright Act, without the approval of the other Authors or paying them any consideration.
6 The Consortium and the Author(s) of the outcome shall, in view of the Consortium’s purposes, agree to the Consortium and its members – as well as third parties where an outcome is made available to the public – exploiting, as provided under the Copyright Act, the whole or a part of the outcome without paying any consideration to the Author(s); subject to the conditions that any sections of the outcome’s contents that have been designated by mutual agreement of a Group, etc., shall not be changed, and that the source shall be clearly stated.
7 Irrespective of the provisions of this Article, where an outcome includes in reproduced or adapted form a work (excluding, in this paragraph, technical specifications and software) that is already owned by a member, the copyright in such work shall be retained by the member in question, and there shall be no restriction on the member exploiting such work as provided under the Copyright Act. However, the member shall agree to the Consortium, its members, or third parties exploiting the outcome in question as provided under the Copyright Act, subject to the limitations stipulated in the preceding paragraph.
8 Authors shall not exercise their moral rights with respect to exploitation as provided under the Copyright Act to the extents stipulated in the various applicable paragraphs herein. However, this shall not apply where the Consortium consents to such exercise.
9 In individual cases where Authors and the Administrative Board so agree, provision may be made to treat copyrights otherwise than as prescribed in this Article.
10 Detailed provisions concerning copyright notices on outcomes and other aspects of the handling of copyrights shall be laid down separately.
Article 42. Intellectual Property
Where a member, in the course of the Consortium’s activities, makes a proposal or utterance, etc., that is based on a patent right or utility model right already owned by the member, it shall not be necessary for the member to relinquish the patent right or utility model right in question.
Article 43. Alliance Partners
The Consortium may take on Alliance Partners in order to effect mutual understanding and cooperative interaction through collaboration with other organizations.
2 Organizations shall be registered as Alliance Partners with the approval of the Administrative Board.
3 No membership fee shall be charged for registration as an Alliance Partner.
4 Voting rights may not be exercised by Alliance Partners.
5 Alliance Partners may, with the prior approval of the Administrative Board, attend meetings of the Steering Committee and its subordinate committees.
6 Alliance Partners may, with the prior approval of the Administrative Board, take part in the activities of the Working Groups, etc.
Article 44. Special Members
The Consortium may create Special Members, in order to receive their assistance in furthering particular Group activities, committee activities and so forth.
2 Persons or entities shall be registered as Special Members with the approval of the Administrative Board.
3 No membership fee shall be charged for registration as a Special Member.
4 Voting rights may not be exercised by Special Members.
5 Special Members may, with the prior approval of the Administrative Board, attend meetings of the Steering Committee and its subordinate committees.
6 Special Members may, with the prior approval of the Administrative Board, take part in the activities of the Working Groups, etc.
Article 45. Advisors
The Consortium may appoint experts as Advisors, in order to receive their advice and assistance regarding the Consortium’s policies and activities in general, and regarding particular Group activities, committee activities and so forth.
2 Persons shall be registered as Advisors with the approval of the Administrative Board.
3 No membership fee shall be charged for registration as an Advisor.
4 Voting rights may not be exercised by Advisors.
5 Advisors may, at the Consortium’s request, attend General Assemblies and meetings of the Administrative Board and of the Steering Committee and its subordinate committees.
6 Advisors may, at the Consortium’s request, take part in the activities of the Working Groups, etc.
Article 46. Handling of Personal Information
The Consortium shall abide by the separate Personal Information Protection Policy with regard to the handling of personal information pertaining to members.
Article 47. Activity Assistance Funds
Activity assistance funds shall be contributed in units of ten thousand yen.
2 Provision of activity assistance funds may be accepted from business corporations, individual business proprietors, or individuals, regardless of whether or not they are members.
3 Activity assistance funds shall be accepted at any time throughout the year.
SECTION 8
STANDARDIZATION ACTIVITIES
Article 48. Commencement of Standardization Activities
Whenever the Administrative Board determines to carry out standardization activities for a new DITA technology (referred to as “Standardization Activities” below), recruitment of members to take part in the Standardization Activities shall be carried out.
2 Provisions concerning the treatment of the results of Standardization Activities as provided for in the preceding paragraph shall be determined by the Administrative Board at the commencement of the Standardization Activities and presented to the members as conditions for recruitment.
End of document
