|Document title||FIPA Statutes|
|Document number||f-out-00060||Document source||FIPA Board of Directors|
|Document status||Output||Date of this status||1996/09/05|
The "Foundation for Intelligent Physical Agents" (hereinafter referred as "FIPA") is constituted as an association under the terms of Articles 60 et seqq. of the Swiss Code and these Statutes.
The seat of FIPA is in Geneva, Switzerland.
The purpose of the FIPA is the promotion of the industry of Intelligent Physical Agents (IPA). IPAs shall be broadly construed to include all devices intended for the mass market, capable of executing actions, to accomplish goals imparted by or in collaboration with human beings or other IPAs, with a high degree of intelligence.
Any corporation and individual firm, partnership, governmental body or international organisation supporting the purpose of FIPA may apply for Membership.
FIPA does not restrict Membership on the basis of race, colour, sex, religion or national origin.
The Members agree to respect all legal provisions and these Statutes concerning FIPA. Each applicant has to declare himself individually and collectively committed to open competition in the development of IPAs and supporting technologies. The Members are not restricted in any way from designing, developing, marketing and/or procuring IPAs. Members are not bound to implement or use specific agent technology standards, recommendations or FIPA specifications by virtue of participation in FIPA.
The Members who have the right to vote are called Principal Members.
The Administrative Council (hereinafter referred to as "Board of Directors") may from time to time propose to the General Assembly the establishment of one or more classes of non-voting Members.
The Members who have not a voting right are called Associated Members.
3.1 Right of the Principal Members
A Principal Member:
3.2 Right of Associated Members
An Associated Member in good standing:
A written application must be submitted to the Membership and Nominating Committee in the form prescribed by the Board of Directors. Such application must contain a signed agreement to be bound by the Statutes.
The Membership and Nominating Committee recommends the approval or rejection of the application to and in accordance with the criteria defined by the Board of Directors. The criteria shall be objective and non-discriminatory and shall be published and shall allow any party with a good faith to become a Member.
The final decision as to the admission rests with the Board of Directors. The admission procedure is completed when the new Member has paid the subscription fees.
Membership is for one (1) year and is renewable on payment of fee without any new approval.
Membership fees are due on the last day of the financial year, which ends on the thirtieth (30) day of June each year.
The Board of Directors can decide to suspend or expel a Member and shall state the cause. In particular, the Board of Directors may so act in the following cases:
The Board of Directors shall not act in a discriminatory manner in suspending, excluding or expelling a Member.
Membership shall automatically cease in case of bankruptcy, withdrawal or cessation of business or of such as change in the nature of business that criteria for Membership would no longer be complied with.
In case of delinquency of any Member relating to its payment of fees obligation, the Board of Directors may suspend such Member by written notice. The suspension shall be effective thirty (30) days after the date of the notification unless the default of payment has been cured during such period.
Any Member shall automatically be excluded and expelled if his fees are not paid within ninety (90) days following the effective date of the suspension notice.
In case of expulsion, the Member forfeit any fees paid during Membership.
The delay for new Membership application is at least one (1) year form the date of expulsion.
The admission of an expelled Member is subject to his payment of all arrears in fees and any other monetary obligations to FIPA.
Resignations have to be notified in writing to the Board of Directors.
The resignation becomes effective as soon as the resigning Member has fully paid any outstanding amounts still due to the FIPA. In case of resignation, the Member forfeit any fees during Membership.
All patents, copyrights or other intellectual property owned or created by any Member shall remain the property of that Member. Such ownership shall not be affected in any way by the Member's participation in FIPA, unless the Member specifically agrees to otherwise.
All material presented to FIPA or its Committees shall be deemed of non confidential nature and hence for public distribution.
Through its activities, FIPA may generate protectable intellectual property rights. FIPA will license its intellectual property rights including copyrighted materials and patents to anyone free of charge.
FIPA may publish documents to promote its objects and purposes.
Members' employees may be cited as co-authors when appropriate.
The use of any Member's name, trademarks or trade names by FIPA or a Member describing FIPA's work is prohibited without prior written consent of the concerned Member, even after Member's resignation, exclusion or expulsion.
8.4 Other Property Rights
In the event of the dissolution of FIPA and liquidation of the association, the assets remaining from the liquidation shall not be distributed among the partners in proportion to their contribution but shall be allocated to a not-for-profit purpose, the partners expressly waiving any payment on the net assets of liquidation.
The General Assembly is formed by the Principal Members. It is the supreme body of FIPA.
Other Members may attend the General Assembly as observers.
- Annual Meeting
The Annual Meeting at the direction of the Board of Directors shall be on such date and time and at such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.
- General Meeting
Due to special reasons a General Meeting may be held at any place designated by the President or the Board of Directors.
The Board of Directors shall call a General Meeting within thirty (30) days of the receipt of a written request setting forth the proposed agenda signed by at least twenty percent (20 %) of the Members.
Written notice of the time and place and purpose of holding any Annual or General Meeting shall be given to each Member of FIPA who on the record date of notice is permitted to attend such meeting at least thirty (30) days, but no more than ninety (90) days prior to the scheduled date for the meeting. The written notice of a meeting will include the proposed agenda. All notices shall be given at the address on file with FIPA either personally, or by telecopier, electronic mail or by first class, registered or certified mail.
Thirty percent (30%) or more of the Principal Members, excluding proxies, shall be necessary for the initial establishment of the quorum for the transaction of business. For subsequent establishments of the quorum proxies shall be counted.
If such quorum is not met at any meeting, a majority of the Principal Members present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.
A fifty percent plus one (50% plus one) or more vote of the Principal Members in good standing present or represented by proxies is required to pass a resolution of the Members in the following cases:
A two-third (2/3) or more vote of the Principal Members in good standing present or represented by proxies is required to pass a resolution of the Members in the following cases:
At all meetings of FIPA any Principal Member shall be entitled
to vote either in person or by a duly accredited proxy. A proxy
shall not be valid for more than the meeting for which it is
intended to be used or any adjournment thereof. No Principal
Member shall validly hold more than two (2) proxies.
The Association shall be managed by a Board of Directors which shall have three (3) Members for the foundation act of FIPA only and an uneven number of no less than five (5) and no more than eleven (11) Members elected by the first General Assembly.
The President and the Vice-President are chosen among the Board of Directors.
The Secretary and Treasurer may be Directors.
Directors shall receive no salary for their services.
Director Candidates are proposed to the General Assembly by the Membership and Nominating Committee.
The Directors are selected from among the Principal Members' employees.
No Member should have more than one of its employees appointed as a Director.
The Directors shall serve terms of two (2) years, staggered so that one (1) half of the Board of Directors is elected each year.
For the first term five (5) members of the Board of Directors extend their term to three (3) years.
A Director may not serve more than two (2) consecutive full terms of office and neither that Director nor another employee of the same Member shall be eligible for re-election as a Director before the expiry of one (1) full term. Further no Member may have employees serving as a Director for a period of more than two consecutive full terms. No employee of such Member shall become eligible for election until a further full term shall have passed.
Directors may be removed in the following cases:
Any vacancy in the Board of Directors should be filled until the next meeting by decision of the Board of Directors on a simple majority of the present Directors at any meeting of the Board of Directors.
The Member whose employee is chosen for filling the vacancy shall not already by represented in the Board of Directors and has to be confirmed as Director by the next subsequent General Assembly.
Meetings of the Board of Directors shall be held anywhere in the world.
The President shall determine the regular meetings' time, place and the intervals between theses meetings.
Special meetings shall be called by the President on at least fourteen (14) days notice prior to the meeting; the notice shall contain date, time and place of the meeting and shall be sent personally, by mail or electronic transmission, with acknowledgement of receipt.
Special meetings shall be called the same way on written request of one-third (1/3) of the Directors.
Urgent matters may be discussed by teleconference.
Any transaction of business is possible as soon as a simple majority of all the Members of the Board is present.
Other decisions than sanctions against Members are taken on a simple majority vote of the present Directors.
Sanctions against Members, including removal, are taken on a two-third (2/3) majority vote of the present Directors.
The President shall cast the deciding vote in case of a tie.
The Board of Directors:
The Board of Directors shall elect the Officers after the Annual Meeting of the General Assembly.
The Officers shall be:
The President and the Vice-President are automatically Officers.
The Secretary and the Treasurer may be the same person or their offices may be filled by the Vice-President.
The Officers shall receive no salary for their services.
Officers shall hold their offices for one (1) year or until their successors are chosen. If they are Directors, the rules of Article 7.3 shall be applied accordingly.
Officers may be removed by resolution of the Board of Directors. No indication of cause is necessary for the removal.
In case of death, resignation, removal or disqualification of any Officer, the vacancy shall be filled by the Board of Directors. If the Officer is a Director, the rules of Article 7.5 shall be applied accordingly.
The President shall:
In case of the President's impediment, the Vice-President shall:
The Vice-President shall also perform all other duties prescribed by resolution of the General Assembly, the Board of Directors or these Statutes.
The Secretary shall:
The Treasurer shall:
Except as provided elsewhere in these Statutes, all documents which purport to bind FIPA must be signed by the President and another Officer.
FIPA has in particular standing and special Advisory Committees as described hereinafter.
Each Committee shall have one (1) Member at least, who is a Director and chairs the Committee.
The quorum for the transaction of business in a Committee is the simple majority of its present members which are Principal Members.
Advisory Committees take their decisions on a simple majority vote of their present Members.
Directors in Advisory Committees have no voting rights.
This Committee shall:
This Committee shall within the financial year (July 1st of the running to June 30th of the following year):
The Board of Directors establishes Technical Committees to accomplish the technical work of FIPA.
Each Technical Committee and subgroup of it shall consist of Members of FIPA.
The work of the Technical Committees is regulated by the Procedures for Technical Work.
FIPA shall have an Association Logo.
For its obligations FIPA is liable with its assets only.
The Members Officers and Directors are not liable for the debts, actions/inactions of or on behalf of FIPA, provided such actions/inactions are in accordance with the Statutes and/or directions of the General Assembly or the Board of Directors.
To the fullest extent permitted by law and these Statutes, FIPA shall indemnify its Directors, Officers and other persons, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with their correct execution of their duties prescribed herein.
On written request to the Board of Directors by any person seeking indemnification, the Board of Directors shall promptly determine whether the applicable standard of conduct has been met and, if so, the Board of Directors shall recommend indemnification to the General Assembly. If the Board of Directors cannot recommend indemnification because the number of Directors who are parties to the proceedings with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board of Directors shall promptly call the General Assembly. At that meeting, the Members shall determine whether the applicable standard of conduct has been met and, if so, shall authorise indemnification in accordance with this article.
The initial annual fee is 3,500 Swiss Francs.
FIPA shall have a term of five (5) years and shall be wound up upon expiry of such term unless agreed otherwise by a two third (2/3) majority vote of the Principal Members.
Should FIPA be wound up, the balance of its assets shall, after deduction of debts, be returned to the Members in proportion of their contribution.
Duly signed at Geneva, on this 5 September 1996 by:
|British Telecommunications plc||Michael D. Carr|
|IBM Corp.||Peter P. Schirling|
|Matsushita Electric Industrial Co., Ltd.||Takuyo Kogure|
|Nippon Hoso Kyokai||Tatsuya Kurioka|