DAISY Consortium Articles of Association

DAISY CONSORTIUM
Articles of Association

PART ONE

§ 1
Name, Non-Alignment, Registered Office, Language of the Association, Financial Year

An Association is established pursuant to Art. 60ff. of the Swiss Civil Code (ZGB) under the name of DAISY CONSORTIUM. It is non-aligned in terms of religious belief and ideology and has no political affiliations. Its Registered Office will be situated in Zurich/Switzerland.

The official language of the DAISY CONSORTIUM is English.

The financial year will be the calendar year.

§ 2
Objects

1. The object of the DAISY CONSORTIUM, which will have an international membership, is to improve the access of blind and visually impaired people or of people with a reading impairment to all kinds of information.
2. In furtherance of this object, the DAISY CONSORTIUM will develop, make use and take advantage of digital technologies to influence manufacturers and producers, for the benefit of libraries/organisations for and of the blind, the visually impaired and/or reading impaired people.
3. In furtherance of its object, the DAISY CONSORTIUM will take into account any requirements for the exchange of information formulated by end-users. In this connection, it will seek and promote contact with international self-help organisations such as the World Blind Union, the European Blind Union and other organisations for and of blind or print-impaired people.
4. In furtherance of the object the DAISY CONSORTIUM will promote international project-based co-operation amongst its members and software and hardware manufacturers, in order to encourage the exchange of knowledge and experience and thereby derive the greatest possible benefit for end-users.

To this end the DAISY CONSORTIUM will promote and finance in particular:

1. the development of an internationally recognised de facto standard for digital talking books in its broadest sense, including hybrid books (e.g. synchronised text with audio), to be used in production and interchange for the benefit of both manufacturers and recipients,
2. the development of systems to facilitate, within organisations for and of blind or print- impaired people, the transition into the digital age,
3. the development of systems to facilitate international inter-lending and resource sharing across linguistic and cultural borders.

In furtherance of its objects the DAISY CONSORTIUM will support and take account of the needs of manufacturers and organisations for and of print-impaired people in the Developing Countries and their users.

The DAISY CONSORTIUM will seek and promote contact with enterprises active in the field of information technologies in order to encourage them to develop devices and systems that are compatible with the standard it has developed, and that are beneficial to the objects of the association in general.

The objects of the DAISY CONSORTIUM can be extended or restricted by resolution of the general meeting. The complete transformation of the objects of the DAISY CONSORTIUM may not be imposed on any member.

§ 3
Charitable Status

The DAISY CONSORTIUM is established for charitable purposes only. It will operate on the basis of humanitarian concern, will act as a disinterested party and will not pursue any economic profit goals for its own benefit. The resources of the DAISY CONSORTIUM may only be used for the purposes laid down in the Articles of Association.

When members resign or are excluded from the DAISY CONSORTIUM they will not be entitled to reimbursement of membership fees or to shares in the DAISY CONSORTIUM’s assets.

On dissolution of the DAISY CONSORTIUM its assets will pass to any Full Members who are then obliged to use the assets in accordance with their own not-for-profit status. The assets will be allocated in proportion to the membership fees or admission fees paid to date by the Full Members.

PART TWO

§ 4
Classes of Membership

The DAISY CONSORTIUM recognises two classes of members: Full Members and Associate Members.

§ 5
Full Members

1. Organisations for and of blind, visually impaired and disabled people and libraries established for such charitable purposes, will be eligible for full membership.
2. Full membership can be shared between two or more organisations.
3. Geographical, regional and linguistic representation are to be considered in the mix of Full Members. The aim is to achieve a truly international membership.

1. In furtherance of the objects of the DAISY CONSORTIUM, Full Members will be expected to be willing to assume a specific executive responsibility and to enter into a wholehearted commitment idealistically, financially and materially.
2. Full Members will be entitled to receive free of charge the software products developed under the auspices of the DAISY CONSORTIUM and any upgraded versions thereof, as well as related services.
3. In well-founded cases there may be deviations from the rule stated in § 5 Subsection (2) Para. b. Such exceptions have to be decided by resolutions of the General Meeting.
4. Full Members will have voting and active and passive election rights at the General Meeting.
5. Each Full Member is represented in the Board by one representative.

1. Full Members will be expected to commit themselves to membership for a minimum of three years. Hereafter the membership is renewed for one year at the time.
2. Where a new Full Member is admitted in the second half of the year, membership will be expected to extend to the three subsequent calendar years.

1. Application for full membership must be made to the President in writing. The application must state the not-for-profit status of the applying organisation and expressly confirm acceptance of the present Articles of Association in all respects.
2. The admission of Full Members will be decided by resolution of the General Meeting by open ballot.

Resignation is only possible at the end of the year. Full Members intending to resign must intimate their resignation in writing to the President of the DAISY CONSORTIUM by giving six months notice in advance.

1. If a Full Member acts substantially contrary to the interests of the DAISY CONSORTIUM or is no longer prepared or in a position to pay the membership fees, it may be removed from membership of the Association by resolution of the General Meeting, at which the member has the right to present its case.
2. In urgent cases a Full Member may be suspended with immediate effect from its membership rights by resolution of the Board. In this case the President must convene an extraordinary General Meeting within 45 days and table a motion on exclusion of this Full Member. At this meeting the suspended member has the right to present its case.
3. The decision of the General Meeting will be final.

In the event of resignation or exclusion, a Full Member will forfeit all rights arising out of membership of the DAISY CONSORTIUM, or out of agreements between the latter and third parties.

1. The amount of the annual membership fees will be decided each year by resolution of the General Meeting.
2. Membership fees may not increase by more than 15% over a period of three calendar years.
3. Once established, new membership fees will become effective from 1st of January of the following year.
4. Membership fees must be paid by the end of the month of February of each year.
5. Where a Full Member is admitted in the second half of the year, the membership fee for the current year will be reduced by 50%.
6. Newly admitted Full Members will be required to pay a once-only admission fee in addition to the regular membership fee.
7. The admission fee will be determined each year by resolution of the General Meeting and will be effective from 1st of January of the following year.
8. The admission fee and the first membership fee will fall due not later than 60 days from admission by the General Meeting.
9. Full Members will be allowed to convert their membership into associate membership on completion of their expected period of membership (pursuant to § 5 Subsection (3)).
10. Conversion of full membership into associate membership is only possible at the end of the calendar year. Full Members intending to convert their membership must intimate their intention in writing to the President of the DAISY CONSORTIUM by giving six months notice in advance.
11. The admission of a Full Member to associate membership will be decided by resolution of the General Meeting.
12. In the event of such a conversion the Full Member will forfeit all rights arising out of its full membership in the DAISY CONSORTIUM.

1. In general, any expenses incurred in connection with membership of the DAISY CONSORTIUM, including travel, accommodation, subsistence and other expenses will be borne by the members.
2. Expenses incurred by members of the board will be an exception to this rule. These expenses will be reimbursed by the DAISY CONSORTIUM office on presentation of receipts.
3. The Board will decide on any further exceptions within the budget passed by the General Meeting.

§ 6
Associate Members

1. Organisations for and of blind, visually impaired and disabled people and libraries established for such charitable purposes, will be eligible to become Associate Members.
2. Associate membership cannot be shared.
3. Exceptions may be decided by the Board.

1. Associate Members will support the objects of the DAISY CONSORTIUM and will be prepared to play an active role in devising the systems to be developed within the working groups and other forums appointed for the purpose.
2. Associate Members will on a restricted basis be entitled, free of charge, to receive products and services which have been developed or offered as a direct result of the work of the DAISY CONSORTIUM and which the DAISY CONSORTIUM is legally authorised to issue.
3. The General Meeting will decide as to the extent and the terms of the provisions of § 6 Subsection (2), Para. b.
4. Associate Members will have no voting rights and no active or passive election rights at the General Meeting. They will, however, have the right to table motions and to take part in its deliberations.

1. Associate Members will commit themselves to a membership of at least one year.
2. Where a new Associate Member is admitted in the second half of a calendar year, the membership will extend to at least the following calendar year.

1. Applications for associate membership must be submitted to the President in writing, or the application may be completed online.
2. The President will decide as to the admission of Associate Members. The admission has to be ratified by the General Meeting.
3. Associate Members will complete an appropriate declaration on admission in which they state their not-for-profit status and expressly accept the present Articles of Association.

Resignation is only possible at the end of the calendar year. Associate Members intending to resign must intimate their resignation in writing to the President of the DAISY CONSORTIUM by giving six months notice in advance.

1. If an Associate Member acts substantially contrary to the interests of the DAISY CONSORTIUM or is no longer prepared or in a position to pay the membership fees, it may be removed from membership of the Association by resolution of the General Meeting, at which the member has the right to present its case.
2. In urgent cases an Associate Member may be suspended with immediate effect from its membership rights by resolution of the Board. The suspension will be effective until the next ordinary General Meeting, at which the resolution will be decided upon. The suspended member has the right to present its case at this meeting.
3. The decision of the General Meeting will be final.

In the event of resignation or exclusion, an Associate Member will forfeit all rights arising out of membership of the DAISY CONSORTIUM, or out of agreements between the latter and third parties.

1. The amount of the annual membership fees will be decided each year by resolution of the General Meeting.
2. Membership fees may not increase by more than 15% within three calendar years.
3. Once established, new membership fees will be effective from 1st of January of the following year.
4. Membership fees due must be paid by the end of the month of February of each year.
5. Where an Associate Member is admitted in the course of the year the membership fee for this year will be charged pro rata on a monthly basis.
6. The first membership fee payable will fall due 60 days from signature of the declaration made on admission.
7. Associate Members will be allowed to convert their membership to a full membership.
8. Conversion is only possible at the end of the calendar year. Associate Members intending to convert their membership into a full membership must intimate their intention in writing to the President of the DAISY CONSORTIUM by giving two months notice in advance.
9. The admission of an Associate Member to full membership will be decided by resolution of the General Meeting.
10. On admission of the Associate Member to full membership the admission fee will be reduced by the amount of the membership fees it has paid to date.

1. In general, any expenses incurred in connection with associate membership of the DAISY CONSORTIUM, including travel, accommodation, subsistence and other expenses will be borne by the members.
2. The Board will decide on any further exceptions within the budget passed by the General Meeting.

PART THREE

§ 7
Formation of Friends of the DAISY CONSORTIUM

In order to further the objects of the Association as formulated in § 2 above, the DAISY CONSORTIUM will advocate the formation of Friends of the DAISY CONSORTIUM whose members are interested in the work of the DAISY CONSORTIUM and are willing to assist financially and/or with their expert knowledge in the achievement of the objects of the Association.

1. The terms and conditions governing the working relationship between the DAISY CONSORTIUM and the Friends of the DAISY CONSORTIUM and the rights and duties arising out of membership of this group must be laid down in writing, subject to the approval of the General Meeting.
2. The approved terms and conditions, rights and duties will be published on the DAISY website.

PART FOUR

§ 8
Two Decision-Making Entities

Decision-making powers in the DAISY CONSORTIUM will reside in the General Meeting and in the Board.

§ 9
The General Meeting

The General Meeting will be made up of the Full Members and Associate Members and will be the highest decision-making body of the DAISY CONSORTIUM.

The General Meeting will be convened at least once a year. It will be chaired by the President. If the President is unable to attend, the Board will appoint one of its members to chair the meeting.

1. Minutes of resolutions are to be taken throughout the course of the meeting.
2. The minutes will be circulated to the members within four weeks after the General Meeting. Within four weeks after the distribution date of the minutes, members can write to the President of the DAISY CONSORTIUM stating that the decisions noted in the minutes do not truly and/or completely reflect the decisions made at the General Meeting.

1. If at least one fifth of Members request an extraordinary General Meeting, giving reasons and submitting an agenda, the President must comply with the request and convene a General Meeting within 90 days.
2. The request for an extraordinary General Meeting must be submitted in writing to the President.

1. The President will, after consultation with the organiser of the meeting and in conjunction with the Board, issue to Members a notice containing details of the provisional agenda for the General Meeting not later than six weeks before the date of the meeting.
2. Members may submit motions for the General Meeting in writing to the President, giving reasons, not later than three weeks before the date of the meeting.
3. Unless otherwise stipulated elsewhere in these Articles of Association emergency motions outside this period must be permitted if the General Meeting so resolves by simple majority.
4. All documents relevant to the business of the General Meeting must be delivered to Members through the President not later than two weeks before the date scheduled for the meeting.

1. Each duly convened General Meeting will constitute a quorum if at least 50% of the Full Members are present. Each Full Member present will have one vote.
2. At the beginning of the General Meeting, each Full Member will inform the chairman of the meeting, to whom it has delegated to exercise its voting and election rights.
3. The representatives to whom the voting and election rights have been delegated will thereby be designated by their organisations as a proxy to transact any business falling within the competence of the General Meeting.
4. Associate Members will not have voting rights, but they will have an advisory role and the right to table motions.
5. Unless stipulated otherwise elsewhere in these Articles of Association, the General Meeting will adopt resolutions by simple majority through open ballot voting of the Full Members present. If there is equality of votes, the Chairman of the meeting will have the casting vote.
6. Unless otherwise stipulated elsewhere in these Articles of Association, resolutions of the DAISY CONSORTIUM may also be adopted in writing, including modern means of communication such as e-mail. If there is equality of votes, the President will have the casting vote.
7. Written polls will be conducted by the President in conjunction with the Board. They are to be unambiguously declared to be such, and the subject of the resolution and any comments which may be required must be made known to all Members. Members must be granted a period of not less than four weeks in which to vote. Full Members who fail to take part in the poll within the prescribed period will be counted as absent when the result of the poll is being determined. The result of the resolution must be notified to all Members indicating the voting pattern of the Full Members entitled to vote as soon as the poll has been completed.

§ 10
Tasks of the General Meeting

The General Meeting will be responsible for

1. basic issues concerning the Association’s work and its strategic orientation,
2. resolutions concerning the budget,
3. taking receipt of the annual report,
4. taking receipt of and adopting the annual accounts and the balance sheet,
5. taking receipt of the strategic plan,
6. taking receipt of the annual work plan,
7. discharging the Board of Management,
8. determining membership fees and the admission fee,
9. the adoption of resolutions pursuant to § 6 Subsection (2) Para. b of these Articles of Association concerning the extent of the services resulting from the work of the DAISY CONSORTIUM to which Associate Members are entitled,
10. the adoption of resolutions pursuant to § 5 Subsection (2) Para. c concerning the deviations from the rule stated in § 5 Subsection (2) Para. b of these Articles of Association.
11. the adoption of resolutions concerning the terms and conditions governing the working relationship with the Friends of the DAISY CONSORTIUM pursuant to § 7 of the present Articles of Association.

The General Meeting will elect the President and the Treasurer.

1. The General Meeting decides on the admission of Full Members, the exclusion of Full Members and Associate Members, on the conversion of Associate Members to full membership and on the conversion of Full Members to associate membership.
2. The General Meeting ratifies the admission of Associate Members.
3. A resolution to exclude a Member cannot be adopted in a written poll and will require an 80% majority of the voting Members present. It may only be adopted after due notice is given within the specified time in the notice convening the General Meeting.

1. Amendments to the Articles of Association and the dissolution of the Association will be decided by resolution of the General Meeting.
2. A resolution to amend the Articles of Association or to dissolve the Association cannot be adopted in a written poll, and will require an 80% majority of the voting Members present. It may only be adopted after due notice is given within the specified time in the notice convening the General Meeting.

§ 11
The Board and its Tasks

1. The Board will consist of one representative of each Full Member.
2. With the exception of the President and of the Treasurer, both elected to the Board by the General Meeting on the basis of their posts, each Full Member will appoint its own representative to the Board. Staff paid by the DAISY Consortium may not be Member of the Board. Board Members should maintain as representatives to the Board for a minimum of two years.
3. The employers of Board members will guarantee to release their representatives to attend the Board and General Meetings and to take up their duties on the Board of the DAISY CONSORTIUM The guaranteed time commitment depends on the tasks assigned to the individual Board members and may constitute between 10% and 50% of a full time post.
4. When a Full Member resigns from the DAISY CONSORTIUM its representative will resign from the Board on the same date.
5. When a Full Member converts its membership into associate membership its representative will resign from the Board on the same date.

1. The President and the Treasurer will be elected by the General Meeting. They assume their office at the beginning of the calendar year following the election.
2. The Term of office of the President and of the Treasurer will be four years. The term of office of the President and of the Treasurer are coordinated in such a way that every two years the President or the Treasurer are elected.
3. The President and the Treasurer will be elected by simple majority in a secret ballot.
4. Each Full Member will be entitled to nominate one candidate for the office of President and/or the office of Treasurer. The candidates have to be nominated separately.
5. The President must be notified in writing of the nomination of candidates not later than six weeks before the General Meeting.
6. Late notifications of nomination can be accepted by resolution of the General Meeting.
7. In the event of the President and/or Treasurer not being able to continue their duties, or if they resign, the Board must convene an extraordinary General Meeting within 45 days, at which a new President and/or Treasurer will be elected for the remainder of the Term of office.

1. The Board is the executive organ of the DAISY CONSORTIUM.
2. It will transact the business of the DAISY CONSORTIUM in accordance with the tasks laid down in the Articles of Association and the resolutions of the General Meeting.
3. It will meet three to four times a year in order to attend to current business.
4. The Board Meetings will be chaired by the President. If the President is unable to attend, the Board will appoint one of its members to chair the meeting.
5. The Board Meetings will constitute a quorum if at least 50% of the Board Members are present.
6. Resolutions of the Board will be admitted by simple majority. If there is equality of votes, the Chairman of the meeting will have the casting vote.
7. The adoption of resolutions in writing will be permitted as described in § 9 Subsection (6) Para. g.
8. The Board will circulate minutes of the resolutions adopted at its meetings to the Full Members within two weeks after every Board meeting.
9. All the tasks that are not explicitly within the competence of the General Meeting fall within the competence of the Board of Management.
10. The Board of Management is responsible for implementing the plans in a cost-effective way.

1. To prepare the annual budget and the annual accounts.
2. To monitor the budget on a day-to-day basis.
3. To draw up the annual report.
4. To draw up the strategic plan.
5. To draw up the annual work plan.
6. To call the General Meeting.
7. To prepare any resolutions upon which the General Meeting will have to decide.
8. To prepare any elections to be made by the General Meeting.
9. To co-ordinate all the activities that are undertaken by the DAISY CONSORTIUM.
10. To create and enhance an efficient communication system, to provide information to the Members of the DAISY CONSORTIUM and to inform the general public about the objects and the activities of the DAISY CONSORTIUM.
11. To formulate applications to institutions, organisations, foundations, etc. for funding to further the objects of the DAISY CONSORTIUM.
12. In order to enable it to perform its tasks with optimum efficiency the Board may appoint working groups or other forums which will report to the Board.
13. If staff are employed the Board will be deemed to be their superior body. It is the duty of the Board to manage any staff and it may delegate some of its tasks to the person(s) employed.

The President

1. is the representative of the DAISY CONSORTIUM and will fulfil all the associated duties on behalf of the DAISY CONSORTIUM.
2. will convene the General Meeting pursuant to § 9 Subsection (5),
3. will convene a General Meeting pursuant to § 5 Subsection (6) Para. b in the event of the suspension of a Full Member,
4. will conduct written polls pursuant to § 9 Subsection (6) Para. g,
5. will take receipt of the nomination of candidates for the elections pursuant to § 11 Subsection (2) Para. f,
6. will chair the General Meeting pursuant to § 9 Subsection (2),
7. will chair the Board Meetings pursuant to § 11 Subsection (3), Para. d,
8. will prepare the annual report in conjunction with the Board pursuant to § 11 Subsection (4), Para. c,
9. will take receipt of applications from membership candidates (pursuant to § 5 Subsection (4) Para. a and to § 6 Subsection (4) Para. a), decide on the admission of Associate Members (pursuant to § 6 Subsection (4) Para. b) and ensure that the required admission declaration is submitted (pursuant to § 6 Subsection (4) Para. c),
10. will take receipt of the notices concerning the resignation of members (pursuant to § 5 Subsection (5) and § 6 Subsection (5)), and the intention of Full Members or of Associate Members to convert their membership (pursuant to § 5 Subsection (8) Para. j and to § 5 Subsection (8) Para. h),
11. will represent the DAISY CONSORTIUM in the event of legal disputes.

The Treasurer

1. prepares the annual budget and the annual accounts pursuant to § 11 Subsection (4) Para. a for the attention of the Board of Management,
2. monitors the budget on a day-to-day basis pursuant to § 11 Subsection (4) Para. b for the attention of the Board,
3. is deemed to be the superior of the Registered Office of the DAISY CONSORTIUM pursuant to § 12 Subsection (2).

1. The President, Treasurer and Chief Executive Officer will each have the power of sole signature. An exception to this is the authority to sign in respect of payment transactions.
2. The Treasurer will authorise signatories for payment transactions in conjunction with the Registered Office of the DAISY CONSORTIUM. All transactions relating to payments will require two signatures.

PART FIVE

§ 12
Location, Organisation and Tasks of the Registered Office

The Office will be located at the address of the Association’s Registered Office.

1. The office will act solely as directed by the Treasurer.
2. In the event of the post being vacant the Office will act as directed by the Board until a new Treasurer assumes office.

The Office will ensure that

1. the accounts are kept in an orderly manner and as required by law,
2. membership fees and admission fees are billed to Members on time and in accordance with the Articles of Association,
3. any invoices received as a result of the work of the DAISY CONSORTIUM as laid down in the Articles of Association and the resolutions of the General Meeting are paid on time,
4. the accounts are properly audited in accordance with the law by a competent and recognised firm of auditors.

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These amended Articles of Association were passed by the General Meeting in The Hague, June 2017.