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LISA Statutes

I. NAME - DURATION - SEAT

Article 1

A non-profit Association as provided for by Articles 60 et.seq. of the Swiss Civil Code is constituted and shall be known as “Localisation Industry Standards Association” (hereinafter referred to as “LISA” or “Association” interchangeably).

Article 2

The duration of LISA shall be indefinite unless otherwise determined as provided for hereunder.

Article 3

The Association shall have its headquarters and principle operations in Romainmôtier, Switzerland.

II. PURPOSES - ACTIVITIES

Article 4

MISSION STATEMENT

To lead business globalization in all industry sectors operating in the international environment.

A. GOALS AND ACTIVITIES

  1. Create an environment where members can initiate business activities related to the globalization of international business practices. This should include, but not be limited to, the development of standards and professional support systems which ensure that the production of multilingual products and services, web content, technical and other documentation, the multimedia production process and electronic business activities is globally achieved to the highest possible quality levels meeting the needs of all users.
  2. This will be achieved by the facilitation of forums, conferences, events, training programs, and content partnering relationships, whose focus is the globalization business, where representatives of all parties, manufacturers, solutions providers, users and legislators can meet to propose methodologies for achieving the Association’s goals including best practices, standards, certification, information resources, automated processes, production guidelines, tools and technologies that impact enterprise globalization.
  3. The Association will further facilitate the formation of special interest groups (SIGs), in order to provide information, develop technology exchange programs and consultative studies on behalf of its members, to ensure that appropriate influence is made toward the ongoing evolution and education of the industry.
  4. LISA will remain a private association, without financial goal and operates independent of any political or commercial enterprise.
Article 5

The principal activities of the Association shall be:

  1. Through the formation of SIGs (see Article 30), gather, process and distribute information particularly relevant to the interests of the members of the Association in the fields of product internationalization, translation and multiple language documentation production technologies.
  2. To investigate and propose methodologies and guidelines that would enable all members and associates to achieve the highest possible quality levels at the greatest efficiency levels.
  3. To share non-proprietary processes and information and establish a library of such information.
  4. To run conferences, workshops and other events that promote the Association’s goals.
  5. To conduct studies and sponsor the investigation of topics of interest that further the Association’s aims.
  6. The Association will facilitate the formation of a LISA Standards Committee serving as a Special Interest Group and acting under the name OSCAR, in order to agree on standards relevant to the localization industry. The standards established by OSCAR will be open to the industry at large and subject to the Intellectual Property Rights outlined in Article 31 of these Statutes. Standards will be ratified according to procedures outlined in Article 32 of these Statutes. The OSCAR Standards Committee will agree on a set of Operating Procedures dealing with the formation of Work Groups and the organization of meetings and other practical matters.

III. MEMBERSHIP DEFINITION, APPLICATION AND FEES

Article 6

Membership in the Association shall be defined, and recognized under the following guidelines:

A. MEMBERSHIP DEFINITION

  1. The Association is open to all individuals and companies from all geographic regions of the world.
  2. Any legal or natural person, association, and/or organization working directly or indirectly in the facilitation of enterprise globalization, multilingual information management in relation to global business transactions, including, but not limited to automated workflow technologies, product and services internationalization, localization, translation, consultation and related business practices.
  3. The members of the Association agree to facilitate the exchange of information amongst member companies and to promote this exchange between all industry sectors. The primary means to accomplish this are through the the formation of Special Interest Groups, blogs, TouchPoints and other appropriate means of communication.
  4. In order to provide the broadest possible range of experience applicable to all markets it is therefore in the interest of the Association to establish a wide membership from all vertical business sectors in addition to that of software publishing and hardware manufacturing as well as the supply side of the translation industry.
  5. A Corporate Member of the Association is entitled to:
    1. One-day of online LISA consulting for globalization industry issues;
    2. Join or create Special Interest Groups (SIGs), form initiatives and participate on specific LISA panels and activities;
    3. Access the published LISA guidelines and recommendations in the area of internationalization, localization, translation and multiple language processing technologies;
    4. Access all formal and informal liaising organizations’ published and draft working documents (E.g., ISO TC 37 & TC 46 and relevant subcommittees, among others) as provided to LISA administration;
    5. Receive the LISA newsletter, summary reports of the Forums, the Annual Meeting, membership and other surveys plus other exclusive LISA materials;
    6. Receive selected reports and LISA publications at no charge;
    7. Participate in the annual meeting of the General Assembly and all LISA forums;
    8. Client companies have full voting rights on all LISA organizational and functional issues as put forth by the General Assembly and the Executive Committee; Service vendor companies only have voting rights if they actively participate or Chair a LISA SIG;
    9. Be elected to the Supervisory Executive Committee by the General Assembly.
Article 7

B. MEMBERSHIP CRITERIA AND APPLICATION

  1. Membership will be initiated by formal written or electronic application to the Administration of the Association, completed and returned to the Administration, along with proof of payment of the appropriate membership fee (see Annex A for fee structure) Applications will be accepted based on the following criteria:
    1. The company applying for membership operates within one or more of these membership categories:
    2. Member of any industry sector with a distinct electronic globalization process business and/or product requirement
    3. Companies with less than a USD $1 million in annual localization revenue or budget.
    4. Experts in globalization and international leaders in their particular industry segment.
    5. LISA Corporate Membership is intended for companies with greater than US $1 million in annual localization revenue or budget.
    6. Academic and small non-profit organizations and individuals.
  2. The applicant’s declared genuine interest in the Association and an expressed desire to become an active participant in enriching the activities of the Association.
  3. Acceptance of the applicant will not significantly change the reasonable balance of members divided by supply and demand requirements. This balance should be maintained to ensure an even representation of interests in the Association.
  4. The applicants company is a legally registered business entity in its country of operation.
  5. The Association’s structure encourages all participants to develop the necessary resources to grow within their respective business sectors in order to optimize enterprise globalization opportunities.
  6. In all instances, Association Membership will not be unreasonably withheld.
Article 8

C. MEMBERSHIP RESIGNATION AND EXCLUSIONS

  1. A Member may withdraw membership (“Resigning Member”) by giving written notice by registered mail to the Director three months prior to the end of the Association’s published accounting period.
  2. In addition, the Director has the power to exclude a Member (“Excluded Member”) for just cause. This decision may be appealed by the Excluded Member by written appeal to the Supervisory Executive
  3. Committee setting forth the grounds under which the exclusion should be revoked. The Supervisory Committee must receive the Excluded Member’s written appeal at least 30 days before the next scheduled General Assembly meeting. Director’s decision shall be stayed pending final ratification or revocation by the Executive Committee.
  4. Resigning and Excluded Members remain liable for membership dues accrued and outstanding during the time in which they were Members of the Association. Resigning and Excluded Members must cease referring to and eliminate any and all references to their LISA membership within any and all communications that they may have thereafter.
Article 9

D. ANNUAL MEMBERSHIP FEES

  1. The annual membership fees in the LISA shall be reviewed by the Supervisory Executive Committee on an annual basis and may be changed by them from time to time as required.
Article 10

E. MEETING FEES AND MEETING SPACE ALLOCATION

  1. The Association will hold at least two forums per annum. Attendance at these meetings will be regulated through pre-paid booking and will be made under the following guidelines:
    1. LISA members will have the right to send one or more delegates, as allowed by their membership category’s entitlements, to a LISA forum. Space will be allocated on a first-come-first-serve basis. If space is available after the initial registration period (four weeks after meeting notification), then individual spaces will be allocated on a waiting list basis.
    2. LISA forum fees and attendance restrictions will be reviewed by the LISA Supervisory Executive Committee on an annual basis and may be changed from time to time as required.
Article 11

F. PAYMENTS AND DELINQUENCY PROCEDURES

  1. The Director establishes each year the manner in which payment of dues shall be made.
  2. A Member who does not pay outstanding dues within 1 month after having received a reminder will be named a “Delinquent Member” and may have its membership revoked.
  3. The Director shall have the power to re-admit the Delinquent Member upon receipt of all outstanding payments due to the Association.
Article 12

G. MEMBERS UNDERTAKINGS IN SUPPORT OF THE LISA CODE OF GOOD CONDUCT

  1. Each Member undertakes to respect the confidentiality of information obtained within the framework of the Association. This obligation will likewise be imposed on the personnel of the Association.
  2. Members shall treat all information obtained through LISA, as strictly confidential and shall further agree not to divulge any such information to any external third party without the express written permission of the Director. Any breech of confidentiality can be grounds for exclusion from LISA.
  3. Members shall endeavor to allow the Association to benefit from their knowledge and expertise.
  4. Members further undertake to support and do all that is possible to implement decisions taken by the Association.
  5. Members undertake to participate in Special Interest Groups (SIGs) as defined herein.
  6. The LISA Membership Directory and contact information
    1. LISA members shall not to abuse their access to the LISA membership Directory by using it for personal advantage or their company’s commercial benefit. The Directory should not be used as a distribution list, mailing list, or contact list for any third-party advertising, recruitment,
    2. publicity, solicitation or sales activity.
    3. The list shall not be distributed to any person or company without the written agreement of the LISA Controller or Director.
    4. Should a member wish to use the list for non-commercial or industry-beneficial activities, he or she must first obtain prior written approval from LISA Controller or Director. Such approval shall not be unduly withheld.
  7. LISA Forum Participation
    1. Members and their guests participating in a forum shall not harass other members in an aggressive “hard-sell” fashion.
    2. All speakers at forums will refrain from promoting their company’s commercial interests.
    3. Members shall not offer their invited guests at forums the member delegate fee without the express prior written approval of the LISA Controller or Director.
    4. Members shall not distribute information provided during forums and workshops to non- participants or companies that are not members of the Association without the express prior written approval of the LISA Controller or Director.
    5. Members shall not provide information to the Press regarding the activities of the LISA without express prior written permission from the Director.
    6. Members of the Press may not attend LISA forums or events without prior written approval from the Director.
Article 13

H. USE OF THE LISA LOGO AND NAME

  1. USE OF THE LISA LOGO
    1. LISA is a registered trademark of the Localisation Industry Standards Association and may be used in the following ways:
      1. On all official documentation, stationary, publicity materials, etc. as approved by the Director.
      2. By all LISA Forum or Workshop Hosts on documentation and associated publicity for the LISA event they are hosting as approved by the Director.
      3. By all LISA Corporate members on their own corporate publicity, documentation or stationary to note that they are a member of LISA under the following guidelines:
        1. Use of the LISA logo shall only be when such use is approved in writing by the Director of LISA prior to printing or publication.
        2. Use of the LISA logo shall only be permitted as long as the member is a fully paid-up member in good standing within the Association.
        3. The LISA Logo shall only be used by the registered member and not by affiliates or companies/individuals that are associated with the member.
        4. Inappropriate or unapproved use of the LISA logo may result in dismissal from the Association.
  2. USE OF THE LISA NAME
    1. The name LISA is a recognized acronym for the LOCALISATION INDUSTRY STANDARDS ASSOCIATION and may be used in all Association documentation, publicity, corporate letterhead, etc.
    2. The name LISA be used by members in conjunction with the LISA LOGO under the guidelines noted above.
    3. LISA members do not have the right, unless obtained by prior written approval from the LISA Director and/or the LISA Supervisory Executive Committee, to use the name of the Association or to represent the Association in way or form whatsoever.
    4. Inappropriate or unapproved use of the LISA name may result in dismissal from the Association.
Article 14

I. MEMBERSHIP LIABILITIES

The liability of each Member is limited and the assets of the Association alone shall be available to meet any and all obligations that the Association may incur.

Article 15

J. MEMBERSHIP RESOURCES

The financial resources of the Association include the following:

  1. Dues paid by Members.
  2. Gifts and bequests.
  3. Grants and diverse allowances.
  4. Other revenues derived from events sponsored or promoted by the Association.
  5. The Association may raise additional funds among its members and other third parties for particular projects or actions, such as SIGs, Surveys or other appropriate mechanisms.
Article 16

H. MEMBERSHIP ACCOUNTING

  1. The accounting period of the Association corresponds to a calendar year.
  2. The Managing Director will be responsible for managing the books of the Association under the guidelines established by the Supervisory Executive Committee.
  3. A Treasurer will be responsible for keeping the books of the Association.
  4. On an annual basis the Supervisory Executive Committee will appoint an Auditor to review the books of the Association.
  5. The financial condition of the Association will be presented annually at the General Assembly meeting and/or to all members via electronic means or post.

IV. LISA STRUCTURE: GENERAL ASSEMBLY / EXECUTIVE COMMITTEETTEE / DIRECTOTOR / AUDITORS

Article 17

Corporate and Sponsor General Assembly members, representing the demand side (Client companies) of the industry are the only voting members of the Association. Members of other categories (Corporate which represent the supply side of the industry, Introductory, Industry Professional/Academic/Non-Profit) are granted specific privileges but, unless otherwise specified, do not have any voting or statutory rights to the Association. An enumeration of rights and privileges assigned to each membership category may be found in Annex A of this document and shall also be maintained on the LISA website.

A. THE GENERAL ASSEMBLY

The General Assembly of Members is the representative body of the Association. It comprises the LISA Sponsor and Corporate Members. The voting part of the General Assembly has the following powers and competencies:

  1. Adopting and modifying the statutes,
  2. Making a ruling on cases submitted to is judgment,
  3. Dissolution of the Association,
  4. Electing the Executive Committee,
  5. Appointing the Director.

Non voting members of the General Assembly have the following powers and competencies:

  1. Making recommendations and proposing candidates for the Supervisory committees,
  2. Being elected to the Supervisory Executive Committee by the General Assembly.
Article 18

B. THE EXECUTIVE COMMITTEE

Supervisory Executive Committee

  1. The Supervisory Executive Committee is the governing body of the Association and is responsible for administering its activities. It is comprised of the Director and three elected supervisory members of the General Assembly, one responsible for overseeing the Strategic Direction of the Association and the second responsible for overseeing the Financial Administration of the Association and the third, responsible for developing and implementing Membership Strategy. The Supervisory Executive Committee members shall each be elected for a period of two years with the opportunity to run for re-election for another term. They shall assist the Director in the development of annual business plans, event focus and content, and all related strategic and financial Association issues. Supervisory Executive Committee members will work directly with the Director, as required, to meet the goals of the Association.
  2. The Supervisory Executive Committee will be elected from the body of General Assembly members and will be filled by one representative from the supply side of the industry and one from the demand side of the industry under the following guidelines:
    1. Candidates will be asked to register for election six weeks prior to the general election via electronic means. Candidates may nominate themselves, or be nominated by others, citing their qualifications for the position according to the published Supervisory job descriptions and shall provide a mission statement.
    2. Members may vote for Supervisory Executive Committee nominees electronically under the following guidelines:
      1. The proposed Supervisory Executive Committee Candidates who are seconded in the first round of voting, four weeks prior to the General Election, are eligible to enter the second round of voting.
      2. Nominations for the final vote shall be confirmed from the top three seconded candidates in each category, either Financial or Strategic or Membership.
      3. The final nominees are invited to provide a comprehensive mission statement, which is then circulated to General Assembly voters two weeks prior to the final election. The General Assembly is then asked to vote for one candidate in each category.
      4. After the ballots are counted, the Director will announce the names of the newly elected Supervisory Executive Committee members.
    3. The General Assembly shall vote for individuals and not representative companies.

Appointed Advisory Executive Committee

An Appointed Advisory Executive Committee will be invited by the Supervisory Executive Committee and/or by the LISA Administration to provide advice to the Director and members of the Supervisory Committee from the perspective of their area of expertise, which has been determined to be of value to the association. Appointed Advisory Board Members may stay on the Executive Committee for an unlimited amount of time at the discretion of the Elected Supervisory Executive Committee or their own choice.

Article 19
  1. The Supervisory Executive Committee has the following powers and competencies:
    1. Enforcement of the rules of the Association.
    2. Under its own responsibility, delegation of day-to-day management of the Association to the Director.
    3. Acting in a supervisory capacity to the Director, who is responsible for the implementation of the Committees directives so that the goals and activities of the Association, herein defined, are accomplished.
    4. Approving the reports of the Director about the Management and the Financial Status of the Association.
    5. Appointing the Auditor(s).
    6. Delegation of duties to the Director.
    7. Reporting to the General Assembly as required.
    8. Hearing appeals against exclusion of Members.
    9. Implementation of the recommendations of the Advisory Executive Committee.
  2. The Appointed Advisory Board has the following powers and competencies:
    1. Provide guidance and advice to the Supervisory Executive Committee in the strategic direction of the Association.
    2. Report to the General Assembly and the Supervisory Executive Committee as required.
Article 20
  1. The Supervisory Financial and Strategic Executive Committee members will provide their services for a fee which they will establish on an annual basis in line with LISA budgetary considerations and which shall be paid to their companies along with compensation for any expenses incurred in relation to their work for the Association.
  2. The Appointed Advisory Executive Committee shall provide their services for a fee which shall be established by the Supervisory Executive Committee, in line with LISA budgetary considerations, and which shall be paid to their companies along with compensation for any expenses incurred in relation to their work for the Association.
  3. If a vacancy occurs in the Supervisory Executive Committee, the remaining representatives have the right to make a temporary appointment until an election can be held in line with election guidelines.
  4. Executive Committee positions are not automatically transferred to that member’s company should the elected Supervisory Executive Committee member need to resign from their responsibilities for any reason whatsoever.
  5. A retiring Supervisory Executive Committee member will be eligible for re-election for another term following the end of his or her mandate. Advisory Executive Committee members may stand for re-election each year in order to fulfill their respective mandate.
  6. Supervisory members cannot be employed by the same organization.
Article 21

c. THE DIRECTOR

  1. The Director shall hold office for a period of three years renewable for a like period indefinitely thereafter.
  2. A Director may be removed from office by the General Assembly only on the basis of just cause.
Article 22
  1. The Director has the following powers and competencies:
    1. Implementation of the statutes.
    2. Receiving applications for membership and notifying the General Assembly of the same.
    3. Receiving dues.
    4. Proposing regulations for the good of the Association to the Executive Committee and the General Assembly.
    5. Executing the decisions of the Executive Committee and taking any decision that is not reserved by law or these statutes to the General Assembly.
    6. To conclude, modify or terminate any agreement on behalf of the Association and to represent the Association in general.
    7. To delegate to one or several of the members or other third parties the power to conclude, modify or terminate any agreement on behalf of the Association and to represent the Association.
    8. The Director reports to the Executive Committee on a regularly scheduled basis regarding the Association’s financial status and activities.
Article 23
  1. The Director shall be entitled to compensation at a level to be fixed by the Supervisory Executive Committee and further is entitled to reimbursement for all reasonable expenses incurred in carrying out the duties of office.
  2. The Director is not personally liable as the result of the duties of the position and is only responsible for the execution of his duties as stipulated herein.
Article 24

D. THE AUDITORS

  1. The Supervisory Executive Committee may elect one or several Auditors. The Auditor shall hold office for a period of two years renewable for a like period indefinitely thereafter. Members of the Association, The Association’s Director and/or employees of the Association are ineligible to serve as Auditors to the Association.
  2. Auditors shall examine profit and loss accounts, the balance sheet and submit a written report to the Supervisory Executive Committee on an annual basis following the close of the books for the calendar year.

V. LISA MEETINGS AND FORUMS: THE GENERAL ASSEMBLY, EXECUTIVE COMMITTEETTEE, AND SIGS

Article 25

A. GENERAL ASSEMBLY

A General Assembly of all members of the Association will be held once annually. In principle a General Assembly will be convened as follows:

  1. The Director convenes a meeting of the Members of the Association (“Ordinary General Assembly”) within three months following the close of the books for the previous year’s accounting period.
  2. At the request of one fifth of the Members, the Director must convene an Extraordinary General Assembly.
Article 26

B. ORDINARY GENERAL ASSEMBLY

  1. The Ordinary General Assembly is convened by the Director in accordance with Article 25. Notification and Agenda of the General Assembly is sent by the Director to each Member at least 20 days before the proposed Ordinary General Assembly date.
  2. Any Member that desires to submit an additional Agenda item for consideration at the Ordinary General Assembly, must make a written notice of such to the Director so that it is received at least 15 days prior to the date set for the Ordinary General Assembly. The Director will then transmit the proposed additional Agenda item to all members for a final decision at least 5 days before the scheduled General Assembly meeting.
  3. In general, decisions of the Ordinary General Assembly are passed by a majority of the votes of the members present as long as no less than 50% of the Members of the Association respond. Decisions relating to the dissolution of the Association and appointment, removal or renewal of the Director or the office of Director, however, shall be passed only upon 75% or more of the membership of the Association.
  4. In the case of voting for the new Executive Committee members ballots may be transmitted by mail, e-mail or fax to the Director at least ten days prior to the General Assembly.
  5. Minutes are kept of the decisions and elections of the Ordinary General Assembly.
Article 27

C. EXTRAORDINARY GENERAL ASSEMBLY

  1. The Director may convene an Extraordinary General Assembly.
  2. Notification and the Agenda of the Extraordinary General Assembly is sent by the Director to each Member at least 20 days before the proposed Extraordinary General Assembly date.
  3. Any Member that desires to submit an additional Agenda item for consideration at the Extraordinary
  4. General Assembly, must make a written notice of such to the Director received at least 15 days prior to the date set for the Extraordinary General Assembly. The Director will then transmit the proposed additional Agenda item to all members for a final decision at least 5 days before the scheduled Extraordinary General Assembly.
  5. In general, resolutions of the Extraordinary General Assembly are passed by a majority of the votes of the members present as long as no less than 50% or more of the Members of the Association are present. Further subject, however, that decisions relating to the dissolution of the Association and the appointment, removal or renewal of the Director or the office of Director shall be passed only upon 75% or more of the membership of the Association.
  6. Minutes are kept of the decisions and elections of the Extraordinary General Assembly.
Article 28

D. LISA FORUMS

  1. At least once annually, in addition to the full General Assembly, the Director will call meetings with specific agenda items as they relate to the activities of the Association. These meetings and the related notifications to members will be managed by the Director under the same guidelines set forth in Article 26 above.
Article 29

E. SUPERVISORY EXECUTIVE COMMITTEE MEETINGS

  1. The Supervisory Executive Committee, as defined herein, will meet at least three times annually to discharge its responsibilities as defined in Articles 17, 18, and 19 of this document.
  2. The Director will call these meetings using the same guidelines established for General Assembly meetings in Articles 25, 26 and 27.
  3. All of the elected members of Supervisory Executive Committee plus the Director must be present to constitute a full voting body or decisions may not be passed or,
  4. Under extenuating circumstances, an Executive Committee member can vote by proxy.
  5. Minutes of the Committee meetings shall be kept on a rotational basis by the members of the Executive Committee.
Article 30

E. SPECIAL INTEREST GROUPS (SIGs)

  1. In keeping with the activities of the Association herein noted, the members of the Association shall, from time-to-time establish SIGs, under the umbrella of the Association to further investigate any aspect of globalization, internationalization, localization and translation (GILT) for which the SIG has been formed.
  2. OSCAR (Open Standards for Container/Content Allowing Re-use) is the LISA Standards SIG. Initiatives for open standards development should be proposed to OSCAR and not serve as the basis for new SIGs unless otherwise agreed to by OSCAR and the LISA Supervisory Executive Committee.
  3. A SIG will operate under the following basic guidelines:
    1. Any General Assembly Member or Member(s) may choose to initiate a SIG.
    2. Voting members of a SIG steering committee must be General Assembly Members of the Association.
    3. LISA will not own any of the projects or data, which result from the SIG, unless they fall under the OSCAR Open Standards Guidelines or as otherwise agreed between the SIG founders and the LISA Supervisory Executive Committee. LISA reserves the right to publish the general findings with full credit to the SIG members, and has the first right of refusal to sell or distribute the full results of the SIG should they decide to make said results available to the public or specific industry groups
    4. A SIG is authorized to use the LISA name and logo to help promote and further its projects under the guidelines established for such use of the LISA trademarks.
    5. Each SIG may set its own policies concerning disclosure of its detailed findings to the General Assembly; the SIG is required to provide the LISA Supervisory Executive Committee with a quarterly overview of its activities and updates.
    6. Detailed information used in creation of such results may be publicized or kept private, at the discretion of the SIG. SIGs shall provide a statement of their general policy regarding disclosure of progress, activities, and results to any Member who requests such a statement and shall make public information available on the SIG website.
    7. A SIG may sell its project results to other members as well as to the general marketplace. The SIG is obliged however, to give preferential treatment to association members under guidelines established by the SIG and the LISA Supervisory Executive Committee. These terms shall be published on the SIG website.
    8. SIGs may set their own policies regarding Intellectual Property (IP) but must respect the conditions imposed on IP contributions to LISA made at the time of contribution. SIGs shall provide a statement of their Intellectual Property policies, whether formal or informal, on the SIG website.
    9. The LISA Supervisory Executive Committee is at all times bound by the same confidentiality agreement, which binds the respective SIG members.
  4. The procedure to form a SIG is as follows:
    1. Any General Assembly Member may forward to the Director or to the LISA Supervisory Executive Committee a SIG concept document or business plan, which will contain the following:
      1. A general project description
      2. A list of project objectives and milestones
      3. The number of participants and if it is open or closed to new members
      4. An estimation of the duration of the project
      5. An estimation of the cost of the project, how it will be funded and if required, a request for financial support from LISA
      6. A plan for the distribution of the results of the SIG including a recommended price for LISA and non-LISA members
    2. Each SIG business plan shall be approved by the LISA Supervisory Executive Committee
    3. If approved, the Director will distribute the project synopsis to the GA by posting on the SIG website, through the LISA GI Newsletter or by other electronic means.
    4. Within one month of the release date of the synopsis, each member interested in participating in the project should register that interest with the originator of the project, with a copy to the Director who will keep the LISA Supervisory Executive Committee informed of its status.
    5. SIGs should be comprised of a reasonable number of participants for the scope of the task(s)/mandate of the SIG. It is the responsibility of the members of the SIG to determine who should participate. It is recommended that SIG membership be selected and structured in a manner compatible with meeting and working requirements of the SIG.
    6. The initiator of the SIG should serve as Project Manager and Coordinator (chair) unless otherwise decided by the SIG.
    7. If there is no response to a SIG proposal within one month of release, the LISA Supervisory Executive Committee will put the project on hold for the maximum period of six months.
    8. If, following the second release, within six months of the first, there are still no responses to the project, the SIG will be cancelled.
    9. Should a SIG fail to achieve its milestone/objectives during its first year of operation, as agreed by the LISA Strategic Advisory, the LISA Supervisory Executive Committee may vote to disband the SIG.
    10. Upon resignation of the chair for any reason, a call for nominations for a new chair shall be made to the SIG and a new chair shall be selected by a vote of the active SIG members according to a schedule agreeable to the majority of SIG members. Individuals nominated for chair should be active SIG members. Candidates must have a prior commitment from their employer for financial and material support equivalent to at least 3% of their employment time on a regular basis for running the SIG. LISA reserves the right to verify employer support prior to granting approval to a candidacy. The LISA administration shall be eligible to nominate and shall have a vote in elections for SIG chair.
  5. SIG Reporting and Financial Guidelines
    1. On a quarterly basis, each SIG will provide an update on its status to the LISA Supervisory Executive Committee) through the Director. SIG status reports shall be provided to the GA through the LISA Newsletter on at least an annual basis
    2. Any profits from SIGs, which have been funded by LISA, will be used to fund further SIGs.
    3. The results (e.g., reports, creative works, surveys, etc.) of SIGs that are either funded or supported by the LISA administration will be maintained in the LISA member’s domain archives.
  6. LISA Support
    1. LISA shall agree to provide SIGs with a website, list management and distribution, meeting facilities at LISA events, publications opportunities through the Newsletter and the set-up and management of a bank account as required by the SIG.
    2. Financial support may be requested if funds exist from the profits of other SIG product sales and the SIG business plan supports additional revenue opportunities. Such funding allocations shall be approved by the LISA Supervisory Executive Committee.

VI. STANDARDS

Article 31

A. INTELLECTUAL PROPERTY RIGHTS FOR LISA STANDARDS

  1. General Policy: In all matters of intellectual property rights and procedures, the intention is to benefit the public at large, while respecting the legitimate rights of others. As a result all standards developed by OSCAR shall be considered open standards which are freely available and carry no licensing fee for use. This article applies only to Intellectual Property in the context of OSCAR standards—SIGs other than OSCAR within LISA are free to set their own policies with regards to IP; such policies, however, may not impose any restrictions or conditions on intellectual property donated to OSCAR other than those set forth in this article.
  2. Confidentiality Obligations: No contribution that is subject to any requirement of confidentiality or any restriction on its dissemination may be considered in any part of the OSCAR Standards Process, and there must be no assumption of any confidentiality obligation with respect to any such contribution. No submission should be made on the basis of an assumed confidentiality obligation or restriction on dissemination.
  3. Rights and Permissions: In the course of standards work, OSCAR receives contributions in various forms and from many persons. To best facilitate the dissemination of these contributions, it is necessary to understand any intellectual property rights (IPR) relating to the contributions.
  4. All Contributions: By submission of a contribution, each person actually submitting the contribution is deemed to agree to the following terms and conditions on his or her own behalf, on behalf of the organization (if any) that person represents and on behalf of the owners of any proprietary rights in the contribution. Where a submission identifies contributors in addition to the contributor(s) who provide the actual submission, the actual submitter(s) represent that each other-named contributor was made aware of and agreed to accept the same terms and conditions on his or her own behalf, on behalf of any organization that person may represent and any known owner of any proprietary rights in the contribution.
    1. Some works (e.g. works of the U.S. Government) are not subject to copyright. However, to the extent that the submission is or may be subject to copyright, the contributor, the organization he or she represents (if any) and the owners of any proprietary rights in the contribution, grant an unlimited perpetual, non-exclusive, royalty-free, world-wide right and license to OSCAR and LISA under any copyrights in the contribution. This license includes the right to copy, publish and distribute the contribution in any way, and to prepare derivative works that are based on or incorporate all or part of the contribution, the license to such derivative works to be of the same scope as the license of the original contribution.
    2. The contributor acknowledges that OSCAR has no duty to publish or otherwise use or disseminate any contribution.
    3. The contributor grants permission to reference the name(s) and address(es) of the contributor(s) and of the organization(s) he or she represents (if any).
    4. The contributor represents that contributions properly acknowledge major contributors.
    5. The contributor, the organization (if any) he or she represents and the owners of any proprietary rights in the contribution, agree that no information in the contribution is confidential and that OSCAR and its affiliated organizations may freely disclose any information in the contribution.
    6. The contributor represents that he or she has disclosed the existence of any proprietary or intellectual property rights in the contribution that are reasonably and personally known to the contributor. The contributor does not represent that he or she personally knows of all potentially pertinent proprietary and intellectual property rights owned or claimed by the organization he or she represents (if any) or third parties.
    7. The contributor represents that there are no limits to the contributor’s ability to make the grants, acknowledgments and the contributor reasonably and personally knows agreements above that.
    8. By ratifying this document, OSCAR warrants that it will not inhibit the traditional open and free access to OSCAR documents for which license and right have been assigned according to the procedures set forth in this section. This warrant is perpetual and will not be revoked by OSCAR or its successors or assigns.
  5. OSCAR Specifications:
    1. Where any patents, patent applications, or other proprietary rights are known, or claimed, with respect to any specification developed within the OSCAR process, and are formally brought to the attention of the OSCAR Steering Committee, the OSCAR Steering Committee shall not advance the specification without including in the document a note indicating the existence of such rights, or claimed rights. Where implementations are required before advancement of a specification, only implementations that have, by statement of the implementers, taken adequate steps to comply with any such rights, or claimed rights, shall be considered for the purpose of showing the adequacy of the specification.
    2. The OSCAR Steering Committee disclaims any responsibility for identifying the existence of or for evaluating the applicability of any claimed copyrights, patents, patent applications, or other rights, and will take no position on the validity or scope of any such rights.
    3. Where the OSCAR Steering Committee is formally notified of rights, or claimed rights under a) above, the OSCAR Steering Committee Chair shall attempt to obtain from the claimant of such rights a written assurance that upon approval by the OSCAR Steering Committee of the relevant OSCAR specification(s), any party will be able to obtain the right to implement, use and distribute the technology or works when implementing, using or distributing technology based upon the specific specification(s) under openly specified, reasonable, non-discriminatory terms. The technical committee proposing the use of the technology with respect to which the proprietary rights are claimed may assist the OSCAR Steering Committee Chair in this effort. The results of this procedure shall not affect advancement of a specification through the OSCAR process, except that the OSCAR Steering Committee may defer approval where a delay may facilitate the obtaining of such assurances. The results will, however, be recorded by the OSCAR Working Group Chair, and made available. The OSCAR Steering Committee may also direct that a summary of the results be included in any OSCAR document published containing the specification.
  6. Determination of Reasonable and Non-discriminatory Terms: The OSCAR Board will not make any explicit determination that the assurance of reasonable and non-discriminatory terms for the use of a technology has been fulfilled in practice. It will instead use the normal requirements for the advancement of OSCAR specifications to verify that the terms for use are reasonable. Note, however that all standards developed and ratified by the OSCAR Steering Committee are, by definition, open and freely available to the general public and may not make use of patent-encumbered technologies except under royalty-free (RF) terms (this restriction applies only to OSCAR standards and not to products of other SIGs).
  7. Notices:
    1. OSCAR specifications shall include the following notice:
      “OSCAR takes no position regarding the validity or scope of any intellectual property or other rights that might be claimed to pertain to the implementation or use of the technology described in this document or the extent to which any license under such rights might or might not be available; neither does it represent that it has made any effort to identify any such rights. Information on OSCAR’s procedures with respect to rights in OSCAR specifications can be found at the LISA website. Copies of claims of rights made available for publication and any assurances of licenses to be made available, or the result of an attempt made to obtain a general license or permission for the use of such proprietary rights by implementers or users of this specification, can be obtained from the OSCAR Working Group Chair.”
    2. OSCAR encourages all interested parties to bring to its attention, at the earliest possible time, the existence of any intellectual property rights pertaining to OSCAR specifications. For this purpose, each OSCAR specification shall include the following invitation:
      “OSCAR invites any interested party to bring to its attention any copyrights, patents or patent applications, or other proprietary rights which may cover technology that may be required to implement this specification. Please address the information to the appropriate OSCAR Working Group Chair.”
    3. The following copyright notice and disclaimer shall be included in all OSCAR specification-related documentation:
      “LISA Copyright © Open Standards for Content/Container and Reuse (OSCAR) (date). All Rights Reserved.

      “This document and translations of it may be copied and furnished to others, and derivative works that comment on or otherwise explain it or assist in its implementation may be prepared, copied, published and distributed, in whole or in part, without restriction of any kind, provided that the above copyright notice and this paragraph are included on all such copies and derivative works. However, this document itself may not be modified in any way, such as by removing the copyright notice or references to OSCAR, except as needed for the purpose of developing OSCAR specifications, in which case the procedures for copyrights defined in the OSCAR Intellectual Property Rights document must be followed, or as required to translate it into languages other than English.

      “The limited permissions granted above are perpetual and will not be revoked by LISA/OSCAR or its successors or assigns.

      “This document and the information contained herein is provided on an “AS IS” basis and LISA/OSCAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE USE OF THE INFORMATION HEREIN WILL NOT INFRINGE ANY RIGHTS OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.”
    4. Where, pursuant to a notification under this Policy, the OSCAR Steering Committee is aware at the time of publication of proprietary rights claimed with respect to a OSCAR specification, or the technology described or referenced therein, such specification shall contain the following notice:
      “OSCAR has been notified of intellectual property rights claimed in regard to some or all of the contents of this specification. For more information consult the online list of claimed rights.”
    5. Interpretations and disputes are to be resolved through consultation with the OSCAR Steering Committee.
  8. Protection of Works Produced: OSCAR confirms that it has the obligation to protect all intellectual property as well as naming conventions developed by the LISA/OSCAR. As a result, within thirty (30) days of the attainment of agreement on a final first version standards specification produced within an OSCAR Working Group, LISA will apply for appropriate protection of this standard by, at a minimum, procuring both US Copyright and Trademark protection.
Article 32

B. STANDARDS RATIFICATION PROCESS

  1. Notification of Standard Release: Each OSCAR working group which has developed a standard or an update to a standard, will notify the OSCAR Steering Committee of its progress via email or surface mail. It is required that this message also indicate how to obtain a free copy of the standard via Internet download.
  2. Standard Release Initial Comment Period: Once notification of the standard or standard update has been made, members of the OSCAR Steering Committee will have a set amount of time, known as the Initial Comment Period, within which to send comments to the working group.
    1. For new standards the initial comment period is set at 30 days from the date of notification.
    2. For major updates to a standard (i.e. increase in standard version number to the next whole number) the initial comment period is set at 20 days from the date of notification.
    3. For small updates to a standard, also known as point releases, the initial comment period is set at 10 days from the date of notification.
  3. First Revision Period: After the initial comment period, the working group will have a set amount of time known as the first revision period, to incorporate comments and re-release the standard.
    1. For new standards the first revision period is set at 15 days from the end of the initial comment period.
    2. For major updates to a standard (i.e. increase in standard version number to the next whole number) the first revision period is set at 10 days from the end of the initial comment period.
    3. For small updates to a standard, also known as point releases, the first revision period is set at 5 days from the end of the initial comment period.
  4. In the special case in which no comments were received by the working group within the initial comment period the process will automatically move ahead to the Final Standard Release Notification (see point 5 below).

    Second Standard Release Notification: At the end of the appropriate revision period (see point 3 above), the working group will send out, via email or surface mail, a second notification indicating that the standard is being re-released in a revised form. It is recommended but not required that the working group indicate in which way the standard has been modified from the initial release. It is required that this message also indicate how to obtain a free copy of the standard either via Internet download or paper copy.
  5. Final Comment Period: Once the second notification of the standard or standard update has been made, members of the OSCAR Steering Committee will have a set amount of time, known as the final comment period, within which to send comments to the working group.
    1. For new standards the final comment period is set at 15 days from the date of second notification.
    2. For major updates to a standard (i.e. increase in standard version number to the next whole number) the final comment period is set at 10 days from the date of second notification.
    3. For small updates to a standard, also known as point releases, the final comment period is set at 5 days from the date of second notification.
  6. Final Standard Release Notification: Within 30 days of the final comment period, the working group will send out, via email or surface mail, a final notification indicating that the standard is being re-released in its final form. It is recommended but not required that the working group indicate in which way the standard has been modified from the first revision to the final release. It is required that this message also indicate how to obtain a free copy of the standard either via Internet download or paper copy.
  7. Standard and Standard Release Ratification: Once a standard has completed the process outlined above (points 1–5 of this article) and therefore reached its final form for either its initial release or a major release, it can be formally ratified by OSCAR via a vote of the Steering Committee. Ratification can take place at any general meeting of OSCAR as long as the standard ratification is included on the agenda for the meeting. The standard will gain formal endorsement by OSCAR by winning affirmative votes from two-thirds (2/3) of the Steering Committee.

Upon completion of the above procedure, the LISA General Assembly will be asked, via electronic ballot, or at a call for an ordinary or extraordinary meeting of the General Assembly (the procedures of which are outlined in articles 25, 26 and 27 of this document), to formally ratify the Standard or major revision of the Standard.

VII. DISSOLUTION AND LIQUIDATION

Article 33
  1. The General Assembly may decide at any time to dissolve the Association subject to the voting requirements herein.
  2. In the case of dissolution, the liquidation will be carried out by the Director, unless the General Assembly designates other liquidators.
  3. After payment of debts, the remaining balance of assets of the Association shall be distributed at the liquidators’ absolute discretion to any association pursuing the same or similar goals of the Association.

VIII. INTERPRETATION

Article 34

Disputes relating to these statutes, the relationships created hereunder as well as any and all future regulations of the Association shall be interpreted in accordance with Swiss Law and the Courts of Switzerland, Canton of Geneva or the Canton of Vaud shall have exclusive jurisdiction to issue an order relating thereto.

ANNEX A. MEMBERSHIP CLASSES AND ENTITLEMENTS

Current information on membership classes, entitlements and pricing is available on the LISA website. The information posted there in all cases is binding and, in case of discrepancy with any version of this document the latest posting of membership classes and entitlements on the LISA website shall be considered authoritative.

[NOTE: Membership information has been redacted from the Web version of the LISA Statutes. Please consult the membership categories page for this information.]

ANNEX B. OSCAR OPERATING PROCEDURES (A Special Interest Group under the Localization Industry Standards Association)

  1. Name and Structure: OSCAR is a Special Interest Group (SIG) organized under the Localization Industry Standards Association (LISA) according to Article 30 of the Articles of Association of LISA. LISA is a not-for-profit organization registered in Geneva, Switzerland. The name OSCAR stands for Open Standards for Container/Content Re-use. The LISA Administration provides all logistics and financial support to the OSCAR Special Interest Group, such as the provision of meeting facilities at LISA Forums, space on the web site, email distribution, and dissemination of information.
  2. Goals and Scope: OSCAR serves as the Standards Committee of LISA. The goal of OSCAR is to advocate and promote the development of standards for the localization industry. The scope of OSCAR is limited to the interests of the localization industry and covers standards such as TMX, TBX, XML:LANG, XLIFF, OLIF, word counting.
  3. Steering Committee: The OSCAR Steering Committee is appointed to conduct and manage the affairs of the OSCAR Special Interest Group. Participation in the OSCAR Steering Committee is open to all corporate members of the LISA General Assembly (and not to individual members or non-members of LISA). Corporate members can delegate a maximum of two representatives to participate in meetings of the Steering Committee on an alternating basis. Corporate members lose their right to participate in the OSCAR Steering Committee if they are no longer a member of LISA or if they attend less than two meetings of the OSCAR Steering Committee in any period of twelve months. There is no limit to the size of the Steering Committee. The OSCAR Steering Committee appoints a Chairman and a Secretary among its members.

    If, on an exceptional basis, the Steering Committee unanimously agree that an individual should be invited to participate as a full voting member of the Steering Committee, the LISA administration would not unreasonably withold its approval.
  4. Work Groups and Sub-committees: The OSCAR Steering Committee can appoint work groups and sub-committees to take on certain tasks identified by the Steering Committee. Work groups and sub-committees are open to all individuals member of LISA (and not limited to LISA corporate members). Results of the activities of work groups and sub-committees will be presented to the OSCAR Steering Committee.
  5. Meetings: The OSCAR Steering Committee will meet regularly (in principle four times per year). Meetings will be scheduled during or around the LISA Forum meetings, or, at a location and time agreed by the Steering Committee.
  6. Dissemination. All information concerning the creation and promotion of standards is open to the general public. The OSCAR Steering Committee will present all relevant information on a regular basis to the LISA Administration for dissemination through the LISA web site and other media like the LISA Newsletter or press releases.