(Released on September 12, 2004 at 12th AVS meeting)
(Revised on June 19, 2021 at 77th AVS meeting)
Bylaws of the Audio Video Coding Standard
Working Group of China
ARTICLE I NAME AND PRINCIPAL OFFICE
本组织的正式名称为中国数字音视频编解码技术标准工作组 ( "工作组").
Section 1.1 Name
The name of this organization is Audio Video Coding Standard Working Group of China (the "Working Group").
工作组总体组 ( "总体组" ) 可以将主要办公地点变更到其他地点。
Section 1.2 Principal Office
The principal office for the transaction of the activities of the Working Group shall be located in ROOM 701, Power Creative A, No.1, Shang Di East Road, Zhongguancun, Hai Dian District, Beijing City, China.
The Management Council of the Working Group (the "Management Council") may move such principal office to such other location from time to time.
Section 1.3 Additional Offices
In addition to the principal office, the Working Group may have additional offices located at such places as the Management Council may establish from time to time.
ARTICLE II PURPOSE, SCOPE OF BUSINESS AND TERRITORY
Section 2.1 Purpose
This Working Group is organized for the general purpose of development of technical standards related to compressing, decompressing, manipulation and display of multimedia equipment and products (the “AVS Standards”), as well as promotion of adoption of such standards.
Section 2.2 Scope of business
The scope of business of the Working Group includes taking reasonable steps to achieve or promote the goals:
(1) to provide a forum whereby Members may meet to propose technical contributions to the AVS Standards drafts and to suggest revisions and enhancements to the AVS Standards;
(2) to make appropriate submissions to established agencies and bodies with the purpose of ratifying all or part of the AVS Standards as the National Standards of the People’s Republic of China and further as an international standard;
(3) to develop the AVS Standards with respect to various industries;
(4) to foster the voluntary and rapid adoption of the AVS Standards by developers of related products and services and to promote the growth and development of the industry related to the AVS Standards by working toward establishing a specialized organization to provide on behalf of patent holders a simple one-stop comprehensive license of necessary AVS Standards related patents;
(5) to promote market demand for products based on or related to AVS Standards by educating the business and consumer communities as to the value of products and services based on or related to AVS Standards through public statements, publications, trade shows demonstrations, seminar sponsorships, and other programs established by the Working Group;
(6) to protect the needs of consumers and increase competition among vendors by supporting the voluntary creation and implementation of uniform, industry-standard conformance or compliance test procedures and processes which assure the interoperability of products and services based on or related to AVS Standards;
(7) to maintain cooperation, relationships and liaison with educational institutions, government research institutes, other technology consortia, and other organizations that support and contribute to the development of specifications and standards for compressing, decompressing, processing and demonstration of multimedia equipment and products; and,
(8) to foster lawful competition in the development of new products and services based on or related to AVS Standards, in conformance with all applicable antitrust laws and regulations.
Section 2.3 Operational territory
The Working Group may transact activities in the People’s Republic of China and all around the World, as it may be so required to implement its purpose as set forth in the Working Group’s Constitution and these Bylaws.
ARTICLE III MEMBERS
Section 3.1 Classes
The Working Group shall have two classes of members ("Members"): Official Members and Associate Members. Members enjoy rights and bear obligations in accordance with provisions in the Member Agreement.
成为正式会员的实体必须符合下列条件：(1) 是在中国大陆注册的组织； (2) 根据中国法律属于独立法人实体，并且（3）属于下列任一：a)是从事产品、零部件、外围产品、软件或相关产品或服务的使用、制造、销售或供应的一个商业实体,或者b)是积极从事与AVS工作组的工作相关的科研活动的研究机构。
Section 3.2 Qualifications and Admission to Membership.
The qualifications and procedures for membership in this Working Group are as follows:
An entity wishing to become an Official Member must (i) be a organization that is registered in Mainland China, (ii) be an independent legal entity under the Chinese law, and, (iii) be either: a) a commercial entity that is a user, manufacturer, seller, or supplier of products, parts or components, peripherals, software, or related products or services, or b) a research entity actively engaged in research relevant to work of the AVS Working Group.
Any organization that does not meet the qualification for Official Members may apply to be an Associate Member. Any organization meeting the qualification for Official Members may also voluntarily apply to be an Associate Member.
Any applicant to be an Official Member or Associate Member must submit an application, together with a duly executed Member Agreement, and pay the initial dues.
The list of the initial Members shall be reported to the Science and Technology Department of MII for approval.
Any following application for admission shall be first reviewed by the Secretary General for approval, and then be reported to the Science and Technology Department of the Ministry of Information Industry for record.
When the Secretary General cannot decide the qualification of a certain application, he/she may transfer such application to the Members Meeting for a resolution.
Section 3.3 Rights of Members
All Members shall have voting rights in the Working Group for all purposes under these Bylaws. The Official Members and Associate Members shall enjoy the same rights and bear the same obligations.
Section 3.4 Single Membership
Entities and their affiliates are together only allowed one membership in the Working Group and are also together allowed only one vote. Where a question exists as to whether an entity is an Affiliate of a Member, the Secretary General shall make a determination as to that issue.
Section 3.5 Fees and Dues
Member shall pay the dues, fees and other assessments applicable to its membership class, as established from time to time by the Working Group, including but not limited to assessments approved by the Members Meeting for Working Group promotional activities such as advertising and trade show participation, and for expenses such as translation of Final AVS Standards. Dues within a class shall be nondiscriminatory. The Management Council may establish reasonable additional fees or charges for publications, attendance at Working Group events, or for other benefits of membership.
The current annual dues are 8000 RMB Yuan per year. Dues shall be due and payable upon written commitment to join the Working Group. Dues shall apply to the twelve-month period beginning on the date of the applicant’s written commitment to join, and shall be due and payable each successive year on the anniversary of that date, provided membership is retained. If any Member is delinquent in the payment of dues, such Member’s rights shall be deemed suspended upon written notice from the Working Group until all delinquent dues are paid.
Section 3.6 Membership Roster
The Working Group shall keep a membership roster containing the name and address of each Member, the date upon which the applicant became a Member, and the name of one individual from each Member organization who shall serve as a primary contact for the Working Group, receive all correspondence and information, distribute this information within his/her organization. Termination of the membership of any Member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the Working Group’s principal office.
Section 3.7 Termination of Membership
The membership of a Member shall terminate upon the occurrence of any of the following events:
(1) Upon a failure to initiate or renew membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or delivered by registered mail to such Member by the Secretary General of the Working Group. A Member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the Member’s receipt of the written notification delinquency;
(2) Upon a failure to dispatch expert staff(s) to participate in the development of AVS Standards as so obliged under Section 9.1 of these Bylaws, such termination to be effective thirty (30) days after a written notification of default is given personally or delivered by registered mail to such Member by the Secretary General of the Working Group. A Member may avoid such termination by appointing an expert staff to be the Working Group Staff to cure the breach within a thirty (30) day period following the Member’s receipt of the written notification;
(3) Upon a failure to confirm in writing the acceptance of a Revised Member Agreement within the Acceptance Period as defined in Art. 10.8 of the Member Agreement.
(4) Upon any breach of its obligations under the Member Agreement or these Bylaws, such termination to be effective thirty (30) days after a written notification of default is given personally or delivered by registered mail to such Member by the Secretary General of the Working Group and the Member does not cure such a breach;
(5) Upon receipt of the Member’s written notice of withdrawal to the Secretary General of the Working Group as defined in Article 8.2 of the Member Agreement.
(6) All rights of a Member in the Working Group shall cease on termination of membership as herein provided. A member expelled from the Working Group under (1), (2) and (4) of this Article shall not receive a refund of any dues paid for the current dues period. A member whose membership has been terminated according to this Article may be reinstated upon review and approval of the Secretary-General and payment of all dues in arrears.
ARTICLE IV ORGANIZATION
Section 4.1 Working Group Management
The management structure of the Working Group includes: the Members Meeting, the Management Council, special subject Subgroups, and/or other bodies that may be established by the Members Meeting from time to time.
Section 4.2 Alteration
Any alteration of the composition of the Working Groups management shall be proposed and prepared by the Management Council and submitted to the Members Meeting for approval. At least two-thirds votes of Official Members are required before the alteration will take effect and be implemented.
ARTICLE V MEMBERS MEETING
Section 5.1 Attendance
All Official Members and Associate Members are entitled to attend the Members Meeting. All Members shall have the equal right to express their opinions and to attend discussions at the meetings.
Section 5.2 Power
The Members Meeting is the supreme decision-making body of the Working Group. Any substantial issues of the Working Group shall be submitted to the Members Meeting for decision. The Members Meeting shall decide the following issues:
1、 to admit new Members and/or to reinstate terminated membership. Such a power is delegated to the Secretary General during the intervals between the Member Meetings;
2、 to amend or repeal any part or whole of the Constitution, Member Agreement and/or these Bylaws of the Working Group;
3、 to approve on crucial policies of the Working Group, including but not limited to anti-trust policy and the IPR policy;
4、 to review and approve the annual working plan proposed by the Management Council;
5、 to vote on specific Draft AVS Standards submitted by the Management Council for ratification by the Members prior to submission for approval by the Authorities;
6、 other issues that are dedicated to the Members Meeting by provisions of law.
Section 5.3 Regular Meetings and Special Meetings
The regular meetings of the Members shall be held quarterly and at times to be determined by the Management Council.
Special meetings of the Members for any purpose may be called by the Management Council, or by written request of two-thirds (2/3) or above of the Official Members.
Section 5.4 Place of Meetings
Meetings of Members shall be held at places and times that will encourage maximum participation of Members. Meetings may be held in person or by any combination of audio, document or video teleconferencing techniques.
Section 5.5 Notice of Meetings
Unless otherwise provided by the Constitution, these Bylaws, or provisions of law, notice stating the place, day and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than thirty (30) days before the date of the meeting, at the direction of the President, or the Secretary General, by registered mail and any one of facsimile transmission, electronic mail or other electronic means to each Member. When delivered by registered mail, such notice shall be deemed to be delivered seven days after the Working Group deposits such notice with postal service in the mail addressed to the Member’s prime contact at his or her address as it appears on the records of the Working Group.
Whenever any notice of a meeting is required to be given to any Member of this Working Group under provisions of the Constitution or these Bylaws, a waiver of notice in writing signed by the Member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5.6 Quorum for Member Meetings
A quorum of two-thirds (2/3) or more of the Members of the Working Group is required for any Member Meeting with a voting agenda. Except as otherwise provided under the Constitution, these Bylaws, provisions of law, or instructions issued by the Members Meeting, no business shall be considered by the Official Members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 5.7 Action by Members
Unless otherwise provided in this Article 5.7, every decision of the Members Meeting shall be approved by two-thirds of Members present in person or by proxy or through written ballot at a duly held meeting at which a quorum is satisfied before such a decision takes effect.
The following decisions shall become effective only if a two-thirds majority or more of all the Members are in favor and less than one-quarter of the total number of votes cast are negative:
(1) Amendment to or repeal of any part or whole of the Constitution, Member Agreement (including Intellectual Property Rights Policy and Antitrust guidelines that are or will be incorporated by reference into Member Agreement) and/or these Bylaws of the Working Group;
(2) Ratification by the Members of any specific Draft AVS Standard submitted by the Management Council prior to submission for approval by the Authorities.
Section 5.8 Voting Rights
Each Member shall have one vote on each matter submitted to a vote of the Members. Voting at meetings shall be by a show of hands if held in person, or by voice ballot if held by audio, video or document teleconferencing, unless otherwise required. Results of all ballots shall duly be distributed to all Members within 10 days of each ballot.
Members shall make good faith effort to participate in voting. Any Official Member missing 2 consecutive ballots will be relegated to Associate Member for 1 year.
Section 5.9 Action by Written Ballot
Except as otherwise provided under the Constitution, these Bylaws, or provisions of law, any action of the Working Group, which may be taken at any regular or special meeting of Members, may be taken without a meeting if the Working Group distributes a written ballot to each Member with voting right.
The ballot shall:
1. Set forth the proposed action;
2. Provide an opportunity to specify approval or disapproval of each proposal;
3. Indicate the number of responses needed to meet the quorum requirement and state the percentage of approvals necessary to pass the measure submitted; and
4. Shall specify the date by which the ballot must be received by the Working Group in order to be counted. The date set shall afford Members a reasonable time within which to return the ballots to the Working Group.
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. In case there is any limitation concerning negative vote to approve certain action at a meeting, such limitation shall also apply to approval of such an action by written ballot.
Section 5.10 Conduct of Meetings
Meetings of Members shall be presided over by the President of the Working Group or, in his or her absence, by a person duly delegated by the President, present at the meeting. The Secretary General of the Working Group shall act as Secretary of all meetings of Members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be conducted so as to allow for active, fair and open participation by all Members attending the meeting. All participants shall have the right to express opinions on the subject matter, whether or not these opinions dissent with that of the majority. Where a decision is called for after participants have had reasonable time to express opinions, it shall be effected by voice vote and each Member shall have the opportunity to vote.
Section 5.11 Proxies
Every Official Member shall have the right to vote either in person or by one or more agents authorized by a proxy validly executed by the Member. A proxy may be executed by written authorization signed, or by electronic transmission authorized, by the Member, giving the proxy holder(s) the power, to vote the vote. A proxy shall be deemed signed if the Member’s name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the Member. A proxy may only be held by a Member of the Working Group. At any one time a Member may be designated as a proxy by only one other Member.
A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the Working Group stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting by the person executing the proxy; provided, however, that no such proxy shall be valid after the expiration, of eleven (11) months from the date of such a proxy, unless otherwise provided in the proxy.
ARTICLE VI MANAGEMENT COUNCIL
Section 6.1 Composition
The Management Council is composed of the President of the Working Group, the Liaison(s) of the Working Group, the Secretary-General of the Working Group and the Chairs of the special subject Subgroups.
Section 6.2 Duties
The Management Council is the executive body of the Working Group, headed by the President to carry out the purpose and businesses as provided in the Constitution, Member Agreement and Bylaws of the Working Group. The Management Council is responsible for the following matters:
1． to plan the overall structure of the AVS Standards;
2． to propose to the related authorities or organizations to ratify the AVS Standards as national or international standards；
3． to determine the final version of Draft AVS Standards prepared by Subgroups to be submitted to a Member Meeting for ratification;
4． to organize the Members Meetings;
5． to coordinate the Members on important issues; and,
6． to engage in other matters provided by the Constitution, the Bylaws or the Laws.
Section 6.4 President
One President of the Working Group will be appointed by the Science and Technology Department of MII.
The President shall, subject to the provisions of the Constitution, the Member Agreement and the Bylaws, supervise and control the affairs of the Working Group and the activities of the officers.
He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Constitution, or by these Bylaws, or which may be prescribed from time to time by the Members Meeting, including presiding at all meetings of the Members Meeting. Except as otherwise expressly provided by law, by the Constitution, or by these Bylaws, the President shall, in the name of the Working Group, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Members Meeting.
Section 6.5 Liaison
One or two Liaison(s) will be appointed by the Science and Technology Department of MII will be responsible for the communication and coordination between the Working Group and the Science and Technology Department of MII. The duties of the Liaison are:
1. to participate in the activities of the Working Group, to convey the requirements of the Science and Technology Department of MII to the Working Group and vise versa any opinion or suggestion of the Working Group to the Science and Technology Department of MII;
2. to assist the President in facilitating the communication and coordination among the Members;
3. to report any significant discrepancy inside the Working Group to the Science and Technology Department of MII for official opinion or a resolution.
Section 6.6 Secretary-General
One Secretary-General of the Working Group will be appointed by the President. He/she shall be responsible for the general management of the Working Group.
When the Members Meeting is not in session, the Secretary-General will be delegated to exercise the power of reviewing and ratifying the Membership application, as well as the power of canceling a Member’s membership.
ARTICLE VII SUBGROUPS
Section 7.1 Subgroups
The Working Group may set up Subgroups for special purpose from time to time. A subgroup may be initiated or terminated by the Management Council.
A Member shall Participate in at least one Subgroup and may participate in more Subgroups. Such Participation shall be preceded by registration with the Secretary General and reported to the Management Council.
Section 7.2 Duties
A Subgroup is responsible for the drafting, discussion, testing and verification of AVS Standards.
Section 7.3 Chairs of Subgroups
One Chair and no more than three co-Chairs will be appointed for each Subgroup. The Chair and co-Chairs shall be selected from the Working Group Staff and shall be appointed and/or removed by the President.
The Chair will preside or entrust a co-Chair to preside at the meetings of the Subgroup. The Chair or the entrusted co-Chair may arrange for technological exchange and seminars when necessary.
The Chair may, if necessary, retain relevant experts to participate in team discussion and meetings and give suggestions. Such experts shall be retained under appropriate agreements, including observation of the relevant confidentiality provisions set out in Article 5 of the Member Agreement.
Section 7.4 Meetings and action of subgroup
Meetings and action of the Subgroups shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Members Meeting, with such changes in the context of such Bylaw provisions as are necessary to substitute the Subgroup and its Members for the Members Meeting.
ARTICLE VIII Procedures for Technical Work
The Working Group shall carry out the development of Draft AVS Standards in a manner consistent with worldwide practice for standardization. The Working Group may from time to time establish procedures for technical work.
ARTICLE IX WORKING GROUP STAFF
Section 9.1 Designation
The expert personnel designated by Members to participate in the formulation of standards constitute the Working Group Staff.
Each Member shall appoint at least one of its expert staff (i.e. a Working Group Staff) to participate in the formulation of the standards.
Section 9.2 Qualification
The Working Group Staff to be appointed by Members shall be well disciplined, possess expertise or legal knowledge related to digital audio and video work, and have high level foreign language skill. He/She should also be responsible for the standard formulation work, and allocate enough time to get his/her assignment done in time.
ARTICLE X ASSETS
Section 10.1 Special Account
The membership fees paid in by Members shall be deposited into a special account set up in the name of its hosting unit/organization. The funds in the special account shall be used for the sole purpose of covering the working expenditures of the Working Group.
Section 10.2 Prohibition Against Private Inurement
No part of the net earnings of the Working Group shall inure to the benefit of, or be distributable to, its Members, officers, or other private persons, except that the Working Group shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Working Group.
Section 10.3 Distribution of Assets Upon Dissolution
Upon the dissolution of the Working Group, its assets remaining after payment, or provision for payment of all debts and liabilities of the Working Group shall be distributed as determined by the Members Meeting.
ARTICLE XI CORPORATE RECORDS AND ANNUAL REPORTS
Section 11.1 Maintenance of Corporate Records
The Working Group shall keep at its principal office:
(1) Minutes of all meetings of Subgroups and Members Meetings indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof including all proxies;
(2) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(3) A record of its Members, indicating their names and addresses, the class of membership held by each and the termination date of any membership;
(4) A copy of the Working Group’s Constitution, Members Agreement and Bylaws as amended to date.
Section 11.2 Inspection Rights
Every Member shall have a right at any reasonable time during office hours to inspect all books, records and documents of every kind and to inspect the physical properties of the Working Group.
Any inspection under the provisions of this Article may be made in person or by agent or attorney. The right to inspection shall include the right to copy and make extracts at Member’s cost, which is subject to the consent of the Management Council.
Section 11.3 Financial Report
The Members Meeting shall cause an annual report to be prepared within 120 days after the end of the Working Group fiscal year. The Working Group shall notify each Member that they may receive the report upon request. The report shall contain the following information in appropriate detail:
(1) A balance sheet as of the end of the fiscal year, an income statement, and statement of changes in financial position for the fiscal year, accompanied by a formal accounting report issued by the accounting department of the hosting organization of the Working Group;
(2) A statement of the place where the names and addresses of current Members are located.
Section 11.4 Annual Statement of Certain Transactions
As part of the foregoing financial report, the Working Group shall annually within 120 days following the end of the fiscal year, prepare and mail or deliver to each Member a statement which briefly describes material transactions as to be defined by the Members Meeting from time to time.
ARTICLE XII AMENDMENT OF BY-LAWS
These Bylaws, or any section of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Members Meeting. Members shall be deemed as having accepted the new bylaws, unless they terminate their membership within 30 days as provided in Section 3.7.
ARTICLE XIII INDEMNIFICATION AND INSURANCE
Section 13.1 Indemnification; Elimination of Liability
To the fullest extent permitted by law, this Working Group shall indemnify the officers of the Working Group for liability or damages incurred by such persons in the reasonable exercise of his or her duties with respect to the Working Group.
To the fullest extent permitted by law, the officers and Members shall not be personally liable for the debts, liabilities or other obligations of the Working Group.
Section 13.2 Insurance
Except as may be prohibited by law, the Members Meeting may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Working Group (including an officer, employee or other agent of the Working Group) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agents status as such, whether or not the Working Group would have the power to indemnify the agent against such liability under the Constitution, these Bylaws or provisions of law.
ARTICLE XIV GENERAL PROVISIONS
Section 14.1 Banking
The money of the Working Group shall be managed by the accounting department of the hosting organization of the Working Group. The President shall have the authority to execute financial instruments. Such instruments shall be co-signed by the Secretary General when the amount of the instrument exceeds 10,000RMB.
Section 14.2 Execution of Instruments
Except as otherwise provided in these Bylaws, the Members Meeting may by resolution authorize any officer or agent of the Working Group to enter into any contract or other legal document, and such authority may be general or confined to specific instances.
Unless so authorized, no person other than the President shall have any power or authority to bind the Working Group by any contract or legal document.
Section 14.3 Gifts
The Working Group may accept in its own name, and for its own benefit any contribution, gift, bequest, or device for the purposes of this Working Group.
Section 14.4 Reimbursement of Expenses
The Working Group Staff may be reimbursed from time to time for all expenses incurred on behalf of the Working Group.
Section 14.5 Fiscal Year
The fiscal year of this Working Group shall begin on January 1st and end on December 31st of each year.
Section 14.6 Construction and Terms
The interpretation of these Bylaws shall be consistent with the principles and policies set out in the Member Agreement of the Working Group. If any term of these Bylaws conflicts with the Member Agreement, the Member Agreement shall control.