Charette_Rules of procedure
50
COOPERATION CHARETTE RULES OF PROCEDURE
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How does Charette functions...or what corporate model have we adopted?
Transcript of Charette_Rules of procedure
COOPERATION CHARETTERULES OF PROCEDURE
TABLE OF CONTENT:
I. General provisionsII. DefinitionsII. Charette’s projectsIII. Charette’s database and registriesIV. Membership establishment procedureV. Voting rulesVI. Initial and share contributionsVII. Dividend distributionVIII. Violation of the Terms of procedureIX. Membership termination procedure
Charette’s General meeting has adopted these Rules of Proce-dure as a common framework for the applicable proceedings
followed in the course of cooperative activities. Each provision is binding to the members, regardless of their voting for its adop-tion. The issues covered hereinafter are arranged in the order of appearance in the Articles and form the following 9 main sections:
Charette’s project - • any activity undertaken by Charette in pursue of its aims, the completion of which requires more than 3 days.
Design promoter - • member promot-ing design, its successful market realization or any other aspect of design marketing.
Project initiator - • mem-ber actively involved and in charge of the development of Charette’s projects.
Project participant• - member partici-pating in any Charette project and being assigned with the execution of specific for the purpose task.
•
DEFINITIONS
Payables • - all payments due by Charette to its mem-bers, whether in the form of dividends, return of granted
loans or share contributions.
Priority tasks • - tasks with an upcoming dead-line or whose non-execution in time might re-
sult in a monetary or non-monetary dam-ages.
Receivables• - all payments due to Charette, whether in the form of return of
granted micro-credits, error payments or oth-er undue received sums or granted on a voidable
reason.
Expert person • - an evaluation specialist in the field of certain non-monetary contributions, attaining the degree,
qualification and work experience required and assigned by the Board to exercise a specific task.
Viable communication • - a two-way communication, the integrity of which could not be intruded upon, in which the participating mem-bers could verify their identity, hear and communicate with each other without undue delay.
GENERAL PROVISIONS
The current General Provisions apply to all procedures
and are a precondition for their validity.
Information, directly or indirectly related to
Charette, is posted on its site within three days
of its occurrence (unless provided otherwise)
and is regarded as known by each member.
Site posting is executed by the Board members
or when provided for - by Charette members.
Members hold open discussions for perspective
projects by:
personal meetings with a 3-day prior notice •posted on Charette’s site;
internet discussions held in the Discussion •
section of Charette’s site
Members are entitled to request from the Board
further information regarding contracts, pend-
ing negotiations or any other activity undertak-
en by Charette, within the two weeks following
its uploading of the Cooperation site.
CHARETTE’S PROJECTS
Every activity undertaken by Charette shall
qualify as a project when it meets the fol-
lowing criteria
It directly corresponds to Charette’s long term and short 1. term goals.
It promotes the various aspects of design.2.
Its execution period exceeds 3 days. 3.
Separate projects comprise of the following as-pects:
• Projecttitle;• Projectinitiatorandprojectparticipants;• Initialdate;• Projectdevelopmenttime;• Estimatedprojectcosts;
Depending on the project’s stage, further infor-mation is to be provided.
Project initiator(s) or project participants post all
Charette’s projects together with their progress on the
site.
Non-reported progress in the project shall be considered
as non-existing.
The Board has full discretion to thoroughly examine the
development of each project and to make constructive
comments for its further development.
For the purposes of achieving an outstanding results, the
following rules apply:
Priority tasks are handled first;•
Proper and direct communication is maintained between •
the project members at all stages of development:
E-mails, live communication and internet connection are •
clear, precise and direct to the purpose;
Questions, answers and discussions in the course of devel-•
opment of the project should be goal oriented;
Avoidance of undue repetition or other excessive or irrelevant •
for the project development information;
Appropriate accounting documents are prepared;•
Set models and samples are used at all stages of the project •
development;
Project data is kept in order;\•
Designed products bear the trade mark of Charette;•
Comments upon the project development, its progress,
terms of execution and deadlines made from Charette’s
members are posted in the project “Comments” section.
Comments are considered and replied to in a timely man-
ner.
When the successful and timely completion of the project
seems to require further support, the Board may review it
thoroughly and decide to modify its composition.
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CHARETTE DATABASE AND REGISTRIES
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Charette’s database contains the data generated
by its members and third parties using its sys-
tem, specifically:
•Personal profiles;
•Cooperation registries;
•Charette’s documents, included but not limited to:
- Articles of association, Code of Conduct, Terms of
Procedure, Terms of Finance;
- Voting decisions;
- Notices and invitations;
- Minutes of decisions of the Board, the Supervisory
Board and the General Assembly;
- Annual financial reports;
- Contracts concluded with Charette;
- Business plans and market analysis;
• Design descriptions, material in-
formation and techniques and tech-
nologies use manuals;
Schedule of upcoming events;•
Other information posted on the •
site;
CHARETTE’S DATABASE
Members access the database through their username and password for identification and tracking members’ posts. Any database access through a different username is con-sidered as unauthorized.
Members are considered informed and aware of the in-1. formation available on the site within three days of its posting. Every change has a resulting e-mail notice to the member.
Members access the database and store information on 2. it, with the consent for others to review. Uploading of software viruses or other programs/files highly likely to cause damages to users is strictly forbidden.
Members certify that the self-uploaded information is 3. complete, truthful, not misleading and in no violation of third parties intellectual property rights. Charette does not ensure or warrant the security of any infor-mation uploaded on the cooperation site.
Each member has a profile with a public and private 4. section in it, all secured with industry standards of se-curity and technology
Charette shall not be liable for any loss or damage of 5. the data stored on the member account or the potential profits arising out of or in connection with it.
Charette undertakes every reasonable effort to main-6. tain and run the site smoothly. The cooperation takes no responsibility and bears no liability in cases of tem-porarily site unavailability due to technical reasons or other reasons beyond its control.
The website, as well as its content and design, is copy-7. right of Charette and all rights are reserved. Any par-tial or full reproduction, amendment or commercial use of it by a non-authorized party is prohibited and shall give rise to a claim for the protection of the coop-eration rights.
CHARETTE’S REGISTRIES
Charette maintains the following electronic registries, namely:
MEMBERS’ REGISTER1.
INTELLECTUAL PROPERTY RIGHTS 2. REGISTER (“IPRR”)
PROJECTS REGISTER3.
DOCUMENTS REGISTER4.
RESOLUTIONS AND VOTE REGISTER5.
ACCOUNTING REGISTER6.
The abovementioned registries are uploaded on Charette’s site and are free for members’ ac-cess. Inaccuracy or untruthfulness in any of the so presented data is reported to the Board at its noticing. The Board undertake further mea-sures for its amending at the earliest possibil-ity.
MEMBERS’ REGISTER
All Charette members are entered in the MEM-BERS’ REGISTER together with a reference to the field they work in, currently developing projects and a link to the member’s personal public profile.
Entries in the MEMBERS’ REGISTER are ex-ecuted by the Board within 3 days of their oc-currence.
The MEMBERS’ REGISTER is free and open to the public through Charette’s site.
INTELLECTUAL PROPERTY RIGHTS REGISTER
All intellectual property rights owned by Charette
are entered in the Intellectual property rights reg-
ister (IPRR) through the provision of the following
data:
Author of the design1.
Period of design creation2.
Graphic representation of the design and a pic- 3.
ture of the object
Contracts concluded for the respective design4.
Net gross income of the design5.
Participation at international / national fairs 6.
and exhibitions
Entries in the IPRR are executed in full either by the
Board or by any member and constitute the transfer
of intellectual property rights to Charette from then
on.
New designs are registered at the initiation of their
creation either by the board or by a member through
entering the following information:
name(s) of the designer•
basic graphic contour of the design•
material for its realization•
Declaration certifying that the design is created by the •
designer in view and he / she is fully entitled to its in-
tellectual property rights and transfers them in full to
Charette
Objections to any of the entries in the IPRR are made
to the Board within 7 days of the respective registra-
tion.
The Board rules upon the objection after a thorough
examination.
The decision of the Board could be appealed in front
of the General assembly within 7 days of its posting
on the site.
The decision of the General assembly is final and
could not be further appealed.
PROJECTS’ REGISTER
Each Charette project is registered in the Projects register at its on-set by the initiator of the Project.
Project updates are executed regularly and no progress is considered unless entered in the Projects’ register.
Each project has a public and a private sec-tion according to the revealed information in it, determined on a case-by-case basis.
Logged in project members appear online in the project site and are considered available by the rest of the members for further questions.
Net revenues/expenses, together with the profit/loss incurred shall be published and linked to the concluded project at its closure.
DOCUMENTS’ REGISTER
Every single document, including but not limited to:
Minutes of decisions from the Board, the • Supervisory Board and the Assembly;Invitations and notices for upcoming Gen-• eral assemblies, together with the pro-posed agenda;Contracts and sub-contracts entered in by • Charette;Annual Financial Reports together with • the Audit reports;Reports by the Board / Supervisory • Board;Information for all contractors / subcon-• tractors to Charette;Board members personal interest and/or • connections with any contractor/subcon-tractor;Long and Short term goals of Charette;• Schedule of upcoming events;• List of loans and other finance means • granted by Charette to its members, their amount, due date and default in payment (when such arise);
is posted on Charette’s site under the respec-tive sector and available for access to all mem-bers.
The Board ensures that the signed versions of each of the aforementioned documents (when applicable) are scanned and uploaded on the site in a timely manner, but no later than 3 days after their occurrence.
In each separate sector there is a “comment” sector where members are invited to further share their ideas and opinions.r share relat-ed to the topic thoughts.
ACCOUNTING REGISTER
References to all expenses and incomes in full compliance with the applicable accounting legislation are uploaded on Charette’s site.
Separate accounting is maintained for each project and linked to the project section.
MEMBERSHIP ESTABLISHMENTPROCEDURE
MeMbership establishMent procedure:
Any physical person who meets the criteria provided in 1.
the Articles of association is eligible to become a member of
Charette.
The membership establishment procedure is a two stage pro-2.
cedure, namely:
online application for membership posted on the web site;•
performance evaluation and a meeting with board members;•
Applicants choose between the following types of membership:
1) Designers;2) Design promoters;
APPLICATIONS COMPRISE OF THREE PARTS:
Personal data;1.
Share contributions proposed;2.
Agreement to the Articles and other documents; 3.
PERSONAL DATA:
- Name;
- Phone number, e-mail address, home address;
- Education and work experience;
- Field of expertise;
- Projects developed and/or designs constructed;
- Picture of a sample model of a design (when applicable);
- Three graphic designs created by the applicant (when applicable);
- Future plans for development;
Attached: CV of the applicant
PROPOSED SHARE CONTRIBUTIONS:
Choice of the share contribution to be made:
1) Monetary share contribution and its amount;or2) Non-monetary share contribution, its brief description, picture of it and its valuation;
AGREEMENT with Charette’s Articles of association, Code of Con-duct, Terms of Procedure and Loan Terms, subject to membership.
An e-mail with a registration number is sent
to applicants successfully having filed appli-
cations. The non-receipt of such an e-mail
is reported to the Board within 24 hours by
any necessary means, as their application
would appear not to be filed.
On the basis of the criteria provided for in the Ar-ticles of association, the Board adopts a resolu-tion for establishing membership, subject to the
resolution of the General assembly.
Applicants are notified through e-mail of the Board reso-lution no later than the 3 days from its adoption.
Successful applicants further receive a password for their personal profile within 3 days of their membership no-tice.
Applicants being refused membership in Charette may object to the General assembly. The following General as-sembly shall rule upon the objection on the basis of the available information and the written explanations from the applicant and the Board. This decision is final.
SHARE CONTRIBUTIONS
MEMBERS MAkE AN INITIAL MONETARY CONTRI-1. BUTION IN ThE AMOUNT OF 50 LV. ThROUGh A BANk TRANSFER ON CHARETTE’S BANk ACCOUNT WITh ThE REFERENCE: “INITIAL MONETARy CON-TRIBUTION”.
INITIAL SHARE CONTRIBUTION PAYMENTS ARE 2. EXECUTED WIThIN 7 DAyS OF ThE GENERAL MEETING HAVING CONFIRMED THE BOARD RES-OLUTION FOR MEMBERShIP ESTABLIShMENT.
EACH MEMBER MAkES A SHARE CONTRIBUTION 3. TO THE CAPITAL OF CHARETTE AT LEAST IN THE AMOUNT OF 500 LV.
SHARE CONTRIBUTIONS ARE EITHER:4. MONETARY• OR NON - MONETARY•
DEPENDING ON THE MEMBER DECISION INDICATED IN ThE APPLICATION FORM.
NON-PAyMENT / NON-EXECUTION OF A NON-MONE-5. TARY CONTRIBUTION wITHIN ITS PROVIDED TERMS TERMINATES ThE RELATIONShIP.
6. MONETARy CONTRIBUTIONS ARE PAID WIThIN 7 DAyS OF ThE GENERAL ASSEM-BLY RESOLUTION THROUGH A BANk TRANS-FER ON ChARETTE BANk ACCOUNT.
7. NON-MONETARy CONTRIBUTIONS ARE TRANSFERRED wITHIN TwO wEEkS OF ThEIR FINAL VALUES APPRAISAL.
8. NON-PAyMENT OF ThE ShARE CONTRIBU-TION RESULTS IN THE CANCELLATION OF THE MEMBERSHIP AS OF THE DAY FOLLOwING THE TERM WIThIN WhICh ThE PAyMENT WAS DUE.
PROCEDURE FOR EVALUATION OF NON-MONE-TARY CONTRIBUTIONS:
1. A 3-EXPERT PERSONS COMMITTEE IS AP-POINTED By ThE BOARD WIThIN 3 DAyS OF ThE GENERAL ASSEMBLy.
2. ThE COMMITTEE DRAWS UP AN EVALUA-TION REPORT FOR THE PRICE CORRESPONDING TO ThE ShARE CONTRIBUTION, ON ThE BASIS OF:
- COMPLIANCE WITh ThE APPLICATION;- ITS MARkET VALUE;- PERIOD OF DEPRECIATION;
3. ThE REPORT IS SENT TO ThE BOARD WIThIN 14 DAyS OF ITS APPOINTMENT, WhICh ThE LATER POSTS ON ChARETTE’S SITE. OBjECTIONS MUST BE SENT TO ThE BOARD WIThIN 3 DAyS OF ThE RE-PORT POSTING.
4. OBjECTIONS NOTWIThSTANDING, WIThIN 3 DAyS, ThE BOARD ShALL CERTIFy AND ADOPT THE FINAL RESOLUTION FOR THE AMOUNT OF THE NON-MONETARy CONTRIBUTION.
5. UPON ThE BOARD’S CONFIRMATION, TRANS-FER OF THE NON-MONETARY CONTRIBUTIONS IS INITIATED WIThIN ONE WEEk.
DIVIDEND DISTRIBUTION
Dividends are distributed between members proportion-ately to their share contributions and /or the annually de-veloped design activity on the basis of the annual net profit.
The Dividend due for the first year is cal-culated according to the following formula:
The Dividend due for the next year is calculated accord-ing to the following formulas:
net annual profit DIVIDEND = _______________ x personal share contribution number of all shares
50 % of the net annual profit is distrubuted according to the abovementioned
20 % of the net annual profit is distributed between participants in each Charette project according to the project’s gross margin over the total gross margin of all projects
30 % of the net annual profit is distributed between project initiators according to the project’s gross mar-gin over the total gross margin of all projects
All issues concerning the amount of dividend due shall be resolved by the General assembly prior the resolution for dividend distribution.
Payment of the dividend is made prior to 30th No-vember of the due year.
Dividends shall be paid through a bank transfer to the bank account presented by the member.
Any pending receivable will be deducted from the dividend payment.
Errors in dividend distribution shall be corrected at the earliest possibility, but no later than 3 days after the payment has been executed.
A member may explicitly consent not to receive his dividend; the latter shall be treated as a dona-tion. Donation contract shall be concluded within 7 days of the distribution.
TYPES OF ORGAN MEETINGS:
Charette organs adopt resolutions either in per-
son or through electronic member participations in full
compliance with the applicable legislation, the Articles of
association and all other documents to which the respec-
tive member has granted its consent.
Organ resolutions are uploaded on Charette’s site no later
than 3 days after their adoption.
Resolutions in person are adopted with the actual physi-
cal presence of members. Voting in such meetings is ex-
ecuted through paper voting cards.
Resolutions adopted through electronic member partici-
pation are adopted when a viable communication is es-
tablished.
BOARD MEETINGS
The Board holds its meetings electronically, except in the
cases when a unanimous resolution stating the opposite
has been adopted.
Prior notice and agenda for the Board meeting is sent to all
Board members e-mails by the chairperson of the Board
the day before the meeting at the latest.
The Chairperson of the Board drafts the passed resolution
and distributes it for further signing by the Board mem-
bers. Members voted for its adoption sign the draft in pa-
per or through the use of an electronic signature send it
immediately but no later than the next two days to the
chairperson of the Board.
SUPERVISORY BOARD MEETINGS
The aforementioned provisions fully apply for the meet-
ings and voting executed by the Supervisory Board.
GENERAL ASSEMBLY
INVITATIONS AND REPRESENTATION:
Invitations for convening the General meetings to-
gether with the respective agenda are sent either in
paper or via e-mail (subject to a resolution of the
Board) to all members no later than 14 days before
the day of its holding.
The invitation with the attached meeting agen-
da and other relevant documents are uploaded on
Charette’s site and sent to the members. The no-
tice shall explicitly state whether the meeting is
conducted in person or through electronic member
participation.
A sample Power of attorney is uploaded on Charette’s
site and sent to the members for each General as-
sembly.
Appointment of proxies is executed through the
completed Power of attorney, sent either in paper
or through the means of an electronic signature
the day before the Assembly at the latest.
All Powers of attorney provide for the specific vot-
ing manner to be exercised by the respective proxy,
namely:
For
Against
Abstention
Revocation of a power of attorney is executed no later
than 3 hours prior to the General assembly through
any applicable way of communication.
VOTING
Voting in General assemblies held in person or
executed through е-voting cards.
The electronic voting in General assemblies is executed through
a special application uploaded on the voting platform and op-
erative during the General assembly.
All members log in the voting platform by using their system
passwords prior to any electronic voting, on the basis of which
the chairman could certify the quorum requirement has been
met and therefore, the meeting could legally be conducted.
All deliberations over the proposed agenda are open for discus-
sions between the members of the cooperation. When the meet-
ing is held electronic means, every member shall raise his voice
by pushing the “discussion button”, located in the right corner
of his screen. When two or more persons have pushed the “dis-
cussion button”, they receive the speaking floor in the order of
pressing it.
Once deliberations over the announced agenda are exhausted, the
chairperson shall invite members to vote by either filling in their
voting card or through clicking on the options they choose. In
the latter case, the vote shall be considered as cast when a con-
firmation sign appears on the screen. Non-appearance of the vot-
ing sign equals non-voting and is immediately reported to the
chairperson of the meeting. In cases of disruptions in the voting
system, the member fills out a voting card indicating his votes
and submits no later than an hour after the closure of the General
assembly.
All voting results, number of present members and proxies will
be entered in the Voting Register and a scanned copy of the Min-
utes of decision - uploaded on the site no later than 3 days after
their respective adoption.
VIOLATIONS OF THESE RULES OF PROCEDURE
Violations of these Terms of procedure or
breach of their content amounts to serious
misconduct and could result in the termina-
tion of the membership
Voluntarily:
a member may decide at any •
time to terminate his mem-
bership.
Non-voluntarily upon:
Death of the member•
Permanent disability to • execute membership ob-ligations;
Termination of a mem-• bership following a reso-lution by the Board and the Assembly;
MEMBERSHIP
TERMINATION
PROCEDURE
There are two ways to terminate the membership
Voluntarily termination shall be executed by filing with the Board a 30-day notice for termination of the mem-bership.
All membership rights and obligations, as well as the personal access to the site, are terminated at the expiry of the 30 day period.
All proprietary issues in this regard are settled with the adoption of the first-to-come annual financial report.
Voluntarily leaving members are entitled to the follow-ing payments, namely:
Share contribution (the respective monetary equivalent for •thenon-monetaryshares,unlessprovidedotherwise);
AdditionalpaymentsmadetoCharette;•
Non-paiddividendsforanyfullyearmembership;•
Before any payment is executed, payables shall be netted from •any receivables.
Voluntary termination of membership
Termination of membership in case of permanent disability
Termination of membership in case of death
Membership shall be terminated upon either a mem-ber’s declaration of his non-ability to execute member-ship obligations for a period equivalent or exceeding 6 months, or a medical decision certifying at least 50 % of personalmemberdisability;
Members certified as medically incapable of executing their obligations are entitled to the same rights as in the cases of voluntarily termination of the membership.
Rightful heirs of the deceased member are entitled to
the same rights and obligations granted to voluntary
terminated members.
Membership shall be terminated when the Board be-yond reasonable doubt has established serious mis-
conduct.
The Board will investigate all cases where suspicions for mis-conduct of membership obligations arise or a notification for such breaches is received.
For the purposes of executing the abovementioned investigation, the Board has the discretion to:
Request written or oral explanations of any of Charette’s •members;
To request and receive applicable information from any of •itssubcontractorsorotherthirdparty;
To appoint expert persons to establish and certify relevant •tothebreachfacts;
To investigate and rely on the information uploaded on •Charette’ssite;
In case misconduct is established, the Board shall issue a reso-lution for the termination of the membership.
Non-voluntary termination of membership
On the basis of the aforementioned, the Board will notify the mem-
ber of the resolution, being either a:
Warning notice that continuation or repetition of the conducted behavior •
shall result in the termination of the membership relation
or
Termination notice that suspends all membership rights, obligations and •
access to the Charette database until a resolution of the General assembly
over the matter has been adopted.
The General assembly shall be convened no later than 3-months after
the Board has established serious misconduct.
The General assembly reviews all the facts established under the inves-
tigation taken by the Board and shall either rule that:
No misconduct of rights and obligations has been committed. Such a deci-•
sion shall terminate the imposed suspend and re-establish the membership
rights, obligations and database access. The member shall be entitled to
receive the dividend due for the respective period of deprived participation
in the cooperation as a reimbursement for all incurred damages and missed
opportunities, payable after the adoption of the annual financial result.
Or•
Shall reaffirm the resolution of the Board for termination of the member-•
ship, in which case the latter shall be considered as terminated from the
date of its adoption by the Board;
The only payment to which such a member shall be entitled is:
His/her share contribution (in all cases of non-monetary share, the respec-•
tive monetary equivalent shall be due);
all additional payments made to and due by Charette;•
All loans or other means of finance granted to the expelled member are
considered as due and payable immediately after the General assembly
has affirmed the termination of the membership.
Before any payment is executed, payables shall be netted from any re-
ceivables.
