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1.
1.1
The name of the group shall be "GIGABULK PROMOTION GROUP"
(the "Group").
1.2
The purposes of the Group are to (a) promote the GIGABULK
products , (b) enhance the development of content and hardware
made in compliance with the GIGABULK format, and (c) establish
and expand the market for such products. For such purposes,
the Group shall conduct the following activities ("Purposes"):
i) provide useful information to companies that are interested
in GIGABULK;
ii) exchange ideas and share information concerning GIGABULK
among the Group's members, subject to the antitrust policy
issued by the Management Meeting; and
iii) promote the GIGABULK products.
1.3
The principal office of the Group initially shall be located
in London, UK. The Management Meeting, pursuant to Article
3.3, may move location of the principal office from time to
time.
2.
2.1
Membership in the Group is open to any company or organization
that is, or will be, engaged in the development and/or manufacture
of any GIGABULK content or hardware products, agrees to the
purposes of the Group stated in Article 1.2, submits the completed
application form to the Secretary Office, and pays the prescribed
membership fees ("Member"). The Group shall have
the following three (3) classes of membership:
2.1.1
Associate Members shall not be entitled to vote at the General
Meeting.
2.1.2
General Members shall be entitled to vote at the General Meeting.
2.1.3
Managing Members shall be elected from among the General Members
at the General Meeting to comprise the Management Meeting
and manage the Group. The Management Meeting shall consist
of no more than two (2) Managing Members. The term of office
of the Managing Members shall be two (2) years. The Managing
Members for the initial term of two (2) years shall be AudioBooksForFree.com
Limited.
2.2
The annual membership fees specified below shall be paid by
Members by the end of April for the applicable fiscal year.
Those Members who join the Group on or after October 1 shall
be entitled to a reduction of the annual membership fees for
the first fiscal year to one half. Membership fees shall be
non-refundable.
Associate Member: $100USD
General Member: $500USD
Managing Member: $20,000USD
2.3
Any subsidiary company more than fifty percent (50%) of whose
voting rights a Member owns or controls directly or indirectly
("Subsidiary") shall be included in the membership
for the Member. A Subsidiary, if it wishes, can also become
an independent Member by paying a separate membership fee;
however, the voting rights at the General Meeting and Management
Meeting shall be held by the parent Member exclusively unless
it is approved by the Management Meeting that such Subsidiary
shall have its own voting rights, taking into consideration
whether such Subsidiary is substantially independent from
its parent Member.
2.4
Members may withdraw from membership in the Group at any time
upon thirty (30) days' prior written notice to the Secretary
Office.
2.5
Membership in the Group shall be terminated in the event that
the Management Meeting confirms that any of the following
events have occurred:
2.5.1
Such Member is more than ninety (90) days in default of payment
of the annual membership fees after issuance of the invoice
by the Secretary Office; or
2.5.2
Such Member has materially breached the terms and conditions
of this Charter, and has not cured such breach within a reasonable
period after receiving a written notice thereof by the Secretary
Office.
2.6
Unless otherwise notified by each Member in the application
form or in any other form designated by the Secretary Office,
the member is deemed to allow the Group to use its company
name or organization name in the Group's membership lists
for the purpose of promoting the Group and/or the GIGABULK
format.
3.
3.1
The Group shall be composed of the General Meeting, Management
Meeting, Secretary Office, Auditor, and any other organization
approved by the Management Meeting.
3.2
3.2.1
A General Meeting of the Group shall be convened once every
fiscal year upon the call of the Management Meeting. At each
General Meeting, a summary of the Group's activities and an
annual statement of the Group's accounts during the past year
shall be reported by the Management Meeting. In addition,
an annual statement of the financial accounts of the Group
during the past year and the budget for the next year's activities
shall be approved. Any additional General Meetings shall be
convened whenever deemed necessary by the Management Meeting.
All Members shall be entitled to attend and participate in
discussions at the General Meeting, and notice of the General
Meeting shall be sent at least thirty (30) days prior to the
General Meetings.
3.2.2
The Chair Company shall preside over the General Meeting as
a chairman.
3.2.3
Unless otherwise provided in this Charter, all resolutions
of a General Meeting shall be adopted by a majority of the
voting rights of the General Members and Managing Members
present in person or by proxy at such General Meeting, provided
that the Members representing a majority of the voting rights
of all the General Members and Managing Members are present
at such General Meeting.
3.3
3.3.1
The Management Meeting shall serve as the executive body of
the Group and shall have the authority to decide on the organization,
policies and any other matters with respect to the operation
of the Group. A Management Meeting shall be convened upon
the call of the Chair Company. Notice of the Management Meeting
shall be sent by the Secretary Office to all Managing Members
at least fifteen (15) days prior to the Management Meeting.
3.3.2
Unless otherwise provided in this Charter, all resolutions
of a Management Meeting shall be adopted by a majority of
the voting rights of the Managing Members casting a yes or
no vote on each matter, provided that the number of yes votes
shall be at least one-third of the voting rights of all Managing
Members.
3.3.3
One (1) Chair Company and two (2) Vice-Chair Companies shall
be elected from among the Managing Members by the majority
vote of the Managing Members. The Chair Company shall serve
as chairman of the General Meeting and Management Meeting.
In case the Chair Company is not able to act in such capacity,
one of the Vice-Chair Companies shall act in place of the
Chair Company. The term of office of the Chair Company and
Vice-Chair Company shall be two (2) years. The Chair Company
for the initial term of two (2) years shall be Toshiba Corporation;
and the Vice-Chair Companies of such initial term shall be
Memory-Tech Corporation and NEC Corporation.
3.3.4
The Management Meeting may invite any General Member(s) as
it deems appropriate, in its sole discretion, for discussion
purposes at the Management Meeting; however, no such invited
General Member shall have any voting rights at the Management
Meeting.
3.4
The Group shall have a Secretary Office. The Secretary Office
shall make arrangements for the Group meetings, including
the General Meetings and Management Meetings, make and keep
minutes and records of the meetings, handle accounting matters
of the Group, and perform other clerical and general administrative
work related to activities of the Group. The Management Meeting
shall appoint a Managing Member or a General Member, as it
deems appropriate in its sole discretion, to manage the Secretary
Office. The term of office of the Secretary Office shall be
two (2) years. The Secretary Office for the initial term of
two (2) years shall be Toshiba Corporation.
3.5
The Management Meeting shall appoint a Managing Member or
a General Member, as it deems appropriate in its sole discretion,
to audit the financial accounts of the Group (the "Auditor").
The term of office of the Auditor shall be two (2) years.
The Auditor for the initial term of two (2) years shall be
AudioBooksForFree.com Limited.
4.
4.1
The fiscal year of the Group shall be from the April 1 of
each year through March 31 of the following year.
4.2
Operations of the Group shall be financed by the annual membership
fees of the Members. If any expense shall be necessary for
a particular activity, additional fees shall be collected
from the Members that agree to pay the extra fees for the
activity.
5.
5.1
The Group and its Members will conduct all activities relating
to the Group in strict compliance with all applicable laws
and regulations, including all applicable antitrust laws.
An antitrust policy shall be issued by the Management Meeting
and shall be strictly observed by all Members.
5.2
All Members shall, in the activities of the Group, comply
with this Charter and act to serve the purpose of the Group;
provided, however, that no Member shall be required to support
the GIGABULK format to the exclusion of other formats.
5.3
Unless otherwise determined at the Management Meeting, no
Member shall have any obligation to keep any information disclosed
by other Members confidential.
6.
Notwithstanding the provisions of Article 3.3.2, the amendment
of this Charter shall require a majority of the voting rights
of the Managing Members casting a yes or no vote, provided
that the number of yes votes shall be at least two-thirds
of the voting rights of the Managing Members.
7.
This Charter shall become effective
as of December 01, 2006.
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