The "MPEG-4 Industry Forum" (hereinafter referred as "M4IF") is constituted as an association under the terms of Articles 60 et seqq. of the Swiss Code and these Statutes.

The seat of M4IF is in Geneva, Switzerland.

The purpose of the M4IF shall be:

• The purpose of M4IF shall be pursued by: promoting MPEG-4, making available information on MPEG-4, making available MPEG-4 tools or giving information on where to obtain these, creating a single point for information about MPEG-4, creating industrial focus around the usage of MPEG-4
• The goals are realized through the open international collaboration of all interested parties, on reasonable terms applied uniformly and openly. M4IF will contribute the results of its activities to appropriate formal standards bodies if applicable.
• The business of M4IF shall not be conducted for the financial profits of its Members but for their mutual benefits.
• Discussions about sales levels, methods, channels of distribution, markets, customers, prices or profitability or any other topic which would restrict use of technologies are prohibited.

Any corporation and individual firm, partnership, governmental body or international organization supporting the purpose of M4IF may apply for Membership.

M4IF does not restrict Membership on the basis of race, color, sex, religion or national origin.

The Members agree to respect all legal provisions and these Statutes concerning M4IF. In principle, M4IF will not develop technology. However, in the case that technological specifications are developed, the following applies: Each applicant has to declare himself individually and collectively committed to open competition in the development of technologies. The Members are not restricted in any way from designing, developing, marketing and/or procuring the technologies developed.

Members are not bound to implement or use specific technology standards, or recommendations by virtue of participation in M4IF.

The Members who have the right to vote are called Principal Members.

The Administrative Council (hereinafter referred to as "Board of Directors") may from time to time propose to the General Assembly the establishment of one or more classes of non-voting Members.

The Members who have not a voting right are called Associated Members.

3.1 Right of the Principal Members

A Principal Member:

• is entitled to one (1) vote at the Annual and General Meetings and any Committee Meeting in which they participate
• is entitled to access to all working documents, minutes of meeting (Board of Directors and Committees) and written contributions by M4IF, by electronic means
• may be requested by the Board of Directors to provide qualified representatives to further the work of various Working Committees

3.2 Right of Associated Members

An Associated Member in good standing:

• has no voting right at the annual or General meetings or any Committee meetings,
• is entitled to access to all working documents, minutes of meetings (Board of Directors and Committees) and written contributions by M4IF by electronic means
• has all obligations of Principal Members
• has the right to become a Principal Member solely by payment of the difference between the Membership fee for an Associated and a Principal Member.

A written application must be submitted to the Membership and Nominating Committee in the form prescribed by the Board of Directors. Such application must contain a signed agreement to be bound by the Statutes.

The Membership and Nominating Committee recommends the approval or rejection of the application to and in accordance with the criteria defined by the Board of Directors. The criteria shall be objective and non-discriminatory and shall be published and shall allow any party with a good faith to become a Member.

The final decision as to the admission rests with the Board of Directors. The admission procedure is completed when the new Member has paid the subscription fees.

Membership is for one (1) year and is renewable on payment of fee without any new approval.

Membership fees are due on the last day of the financial year, which ends on the thirtieth (30) day of June each year.

The Board of Directors can decide to suspend or expel a Member and shall state the cause. In particular, the Board of Directors may so act in the following cases:

• delay in or default of payment of fees
• violation of the Statutes, procedures or resolutions adopted by the Board of Directors

The Board of Directors shall not act in a discriminatory manner in suspending, excluding or expelling a Member.

Membership shall automatically cease in case of bankruptcy, withdrawal or cessation of business or of such as change in the nature of business that criteria for Membership would no longer be complied with.

In case of delinquency of any Member relating to its payment of fees obligation, the Board of Directors may suspend such Member by written notice. The suspension shall be effective thirty (30) days after the date of the notification unless the default of payment has been cured during such period.

Any Member shall automatically be excluded and expelled if his fees are not paid within ninety (90) days following the effective date of the suspension notice.

In case of expulsion, the Member forfeits any fees paid during Membership.

The delay for new Membership application is at least one (1) year form the date of expulsion.

The admission of an expelled Member is subject to his payment of all arrears in fees and any other monetary obligations to M4IF.

Resignations have to be notified in writing to the Board of Directors.

The resignation becomes effective as soon as the resigning Member has fully paid any outstanding amounts still due to the M4IF. In case of resignation, the Member forfeits any fees during Membership.

8.1 Intellectual property rights of the Members

All patents, copyrights or other intellectual property owned or created by any Member shall remain the property of that Member. Such ownership shall not be affected in any way by the Member's participation in M4IF, unless the Member specifically agrees to otherwise.

All material presented to M4IF or its Committees shall be deemed of non confidential nature and hence for public distribution.

8.2 Intellectual property rights of M4IF

Through its activities, M4IF may generate protectable intellectual property rights.

M4IF may publish documents to promote its objectives and purposes.

Members' employees may be cited as co-authors when appropriate.

The use of any Member's name, trademarks or trade names by M4IF or a Member describing M4IF's work is prohibited without prior written consent of the concerned Member, even after Member's resignation, exclusion or expulsion.

In the event of the dissolution of M4IF and liquidation of the association, the assets remaining from the liquidation shall not be distributed among the partners in proportion to their contribution but shall be allocated to a not-for-profit purpose, the partners expressly waiving any payment on the net assets of liquidation.

• the General Assembly
• the Administrative Council (herein referred to as "Board of Directors")
• Advisory Committees and Working Committees

The General Assembly is formed by the Principal Members. It is the supreme body of M4IF.

Other Members may attend the General Assembly as observers.

- Annual Meeting

The Annual Meeting at the direction of the Board of Directors shall be on such date and time and at such place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

- General Meeting

Due to special reasons a General Meeting may be held at any place designated by the President or the Board of Directors.

The Board of Directors shall call a General Meeting within thirty (30) days of the receipt of a written request setting forth the proposed agenda signed by at least twenty percent (20 %) of the Members.

Written notice of the time and place and purpose of holding any Annual or General Meeting shall be given to each Member of M4IF who on the record date of notice is permitted to attend such meeting at least thirty (30) days, but no more than ninety (90) days prior to the scheduled date for the meeting. The written notice of a meeting will include the proposed agenda. All notices shall be given at the address on file with M4IF either personally, or by tele-copier, electronic mail or by first class, registered or certified mail.

Thirty percent (30%) or more of the Principal Members, excluding proxies, shall be necessary for the initial establishment of the quorum for the transaction of business. For subsequent establishments of the quorum proxies shall be counted.

If such quorum is not met at any meeting, a majority of the Principal Members present in person or by proxy shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.

A fifty percent plus one (50% plus one) or more vote of the Principal Members in good standing present or represented by proxies is required to pass a resolution of the Members in the following cases:

• approval of the audited accounts
• election of the Directors to the Board of Directors
• appointment of the Auditors
• approval of the minutes of the previous meeting

A two-third (2/3) or more vote of the Principal Members in good standing present or represented by proxies is required to pass a resolution of the Members in the following cases:

• revision of these Statutes
• winding up of M4IF
• approval of the budget and the annual fees
• removal of a Director from the Board of Directors
• indemnification pursuant to Article 13 of these Statutes

At all meetings of M4IF any Principal Member shall be entitled to vote either in person or by a duly accredited proxy. A proxy shall not be valid for more than the meeting for which it is intended to be used or any adjournment thereof. No Principal Member shall validly hold more than two (2) proxies.

The Association shall be managed by a Board of Directors which shall have three (3) Members for the foundation act of M4IF only and an uneven number of no less than five (5) and no more than eleven (11) Members elected by the first General Assembly.

The President and the Vice-President are chosen among the Board of Directors.

The Secretary and Treasurer may be Directors.

Directors shall receive no salary for their services.

Director Candidates are proposed to the General Assembly by the Membership and Nominating Committee.

The Directors are selected from among the Principal Members' employees.

No Member should have more than one of its employees appointed as a Director.

The Directors shall serve terms of two (2) years, staggered so that one (1) half of the Board of Directors is elected each year.

For the first term five (5) members of the Board of Directors extend their term to three (3) years.

A Director may not serve more than two (2) consecutive full terms of office and neither that Director nor another employee of the same Member shall be eligible for re-election as a Director before the expiry of one (1) full term. Further no Member may have employees serving as a Director for a period of more than two consecutive full terms. No employee of such Member shall become eligible for election until a further full term shall have passed.

Directors may be removed in the following cases:

• by the Board of Directors, if the Director has been declared unsound mind or convicted of a felony
• by the Board of Directors, if the Director has failed to attend 3 consecutive Board meetings and did not provide proper justification
• by decision of the General Assembly with a two-third (2/3) majority vote

Any vacancy in the Board of Directors should be filled until the next meeting by decision of the Board of Directors on a simple majority of the present Directors at any meeting of the Board of Directors.

The Member whose employee is chosen for filling the vacancy shall not already by represented in the Board of Directors and has to be confirmed as Director by the next subsequent General Assembly.

Meetings of the Board of Directors shall be held anywhere in the world.

The President shall determine the regular meetings' time, place and the intervals between theses meetings.

Special meetings shall be called by the President on at least fourteen (14) days notice prior to the meeting; the notice shall contain date, time and place of the meeting and shall be sent personally, by mail or electronic transmission, with acknowledgement of receipt.

Special meetings shall be called the same way on written request of one-third (1/3) of the Directors.

Urgent matters may be discussed by teleconference.

Any transaction of business is possible as soon as a simple majority of all the Members of the Board is present.

Other decisions than sanctions against Members are taken on a simple majority vote of the present Directors.

Sanctions against Members, including removal, are taken on a two-third (2/3) majority vote of the present Directors.

The President shall cast the deciding vote in case of a tie.

The Board of Directors:

• interprets and administers these Statutes, other documents and agreements related to M4IF
• supervises the good execution of these Statutes
• manages the properties and business of M4IF
• proposes the budget to the Members
• sets the fee's annual scale or provides a pro-ration fee for new Members to accommodate the financial year - all so that the fees for any class of Membership is easily affordable by all Members and is thus non-discriminatory
• determines the rights and obligations of non voting Members
• sanctions Members
• drafts the annual report of M4IF for the General Assembly
• represents M4IF
• calls the meetings of the General Assembly
• elects employees of Members to fill vacancy in the Board of Directors until confirmation or replacement
• elects Officers, prescribes their duties except otherwise provided by these Statutes and may remove them
• sets up and controls

1. standing Committees other than those foreseen in these Statutes,
2. special Committees as may be found necessary or desirable to carry out the objects and purposes of M4IF,
3. Working Committees

• and determines their powers, duties and responsibilities, if they are not already set up by these Statutes
• orders the publication of documents proposed by the Working Committees
• acts within and according to the provisions of these Statutes

The Board of Directors shall elect the Officers after the Annual Meeting of the General Assembly.

The Officers shall be:

• the President
• the Vice-President
• the Secretary
• the Treasurer

The President and the Vice-President are automatically Officers.

The Secretary and the Treasurer may be the same person or their offices may be filled by the Vice-President.

The Officers shall receive no salary for their services.

Officers shall hold their offices for one (1) year or until their successors are chosen. If they are Directors, the rules of Article 7.3 shall be applied accordingly.

Officers may be removed by resolution of the Board of Directors. No indication of cause is necessary for the removal.

In case of death, resignation, removal or disqualification of any Officer, the vacancy shall be filled by the Board of Directors. If the Officer is a Director, the rules of Article 7.5 shall be applied accordingly.

The President shall:

• preside over the General Assembly and the Board of Directors
• call the meetings of the Board and determine the intervals between the regular meetings
• propose the agenda
• oversee the execution of the General Assembly's and Board of Directors' resolutions
• automatically be a member of standing and special Committees

In case of the President's impediment, the Vice-President shall:

• perform all the duties of the President
• exercise all the power of the President

The Vice-President shall also perform all other duties prescribed by resolution of the General Assembly, the Board of Directors or these Statutes.

The Secretary shall:

• keep the complete list of references (names, addresses, etc.) of M4IF's Members and of their employees interested in M4IF
• attend all the General Assembly's and Board of Directors' meetings
• keep a correct record of all the transactions in these meetings in a minute book belonging to M4IF
• be the custodian of the corporate records, except those pertaining to the office of the Treasurer
• send out notice of meetings to every Member
• conduct all correspondence, except correspondence pertaining to the office of the President, the Vice-President or the Treasurer
• perform all other duties and orders prescribed by the Board of Directors, the General Assembly or these Statutes
• keep or cause to be kept a copy of the Statutes, as amended to date, at the seat of M4IF.

The Treasurer shall:

• disburse, collect and receive any money due and belonging to M4IF
• manage the deposits of M4IF under the supervision of the Board of Directors and as designated by it
• notify the Secretary of any Member's delinquency relating to its payment obligations
• draft the annual financial report of M4IF for the Board of Directors prior to the Annual General Assembly
• maintain the financial records of M4IF according to the Generally Accepted Accounting Principles (GAAP) and Swiss law.

Except as provided elsewhere in these Statutes, all documents which purport to bind M4IF must be signed by the President and another Officer.

M4IF has in particular standing and special Advisory Committees as described hereinafter.

Each Committee shall have one (1) Member at least, who is a Director and chairs the Committee.

The quorum for the transaction of business in a Committee is the simple majority of its present members which are Principal Members.

Advisory Committees take their decisions on a simple majority vote of their present Members.

Directors in Advisory Committees have no voting rights.

This Committee shall:

• review the qualifications of each applicant for Membership
• recommend the approval or rejection of each application by the non-discriminatory application of published objective non-discriminating criteria
• propose nominees for election to the Board of Directors taking into account the requirements for a balanced geographical representation
• propose nominees for all Officer positions to be filed by the Board of Directors

This Committee shall within the financial year (July 1st of the running to June 30th of the following year):

• review the account and finance of M4IF and prepare the audit report for the Board of Directors
• propose to the Board of Directors the revised schedule of fees to be paid by the Members of M4IF
• recommend an annual budget
• recommend auditors for appointment by election to the Board

The Board of Directors establishes Technical Committees to accomplish the technical work of M4IF.

Each Technical Committee and subgroup of it shall consist of Members of M4IF.

The work of the Technical Committees is regulated by the Procedures for Technical Work.

M4IF shall have a Logo.

For its obligations M4IF is liable with its assets only.

The Members Officers and Directors are not liable for the debts, actions/inactions of or on behalf of M4IF, provided such actions/inactions are in accordance with the Statutes and/or directions of the General Assembly or the Board of Directors.

To the fullest extent permitted by law and these Statutes, M4IF shall indemnify its Directors, Officers and other persons, including persons formerly occupying any such position, against all expenses, judgements, fines, settlements and other amounts actually and reasonably incurred by them in connection with their correct execution of their duties prescribed herein.

On written request to the Board of Directors by any person seeking indemnification, the Board of Directors shall promptly determine whether the applicable standard of conduct has been met and, if so, the Board of Directors shall recommend indemnification to the General Assembly. If the Board of Directors cannot recommend indemnification because the number of Directors who are parties to the proceedings with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board of Directors shall promptly call the General Assembly. At that meeting, the Members shall determine whether the applicable standard of conduct has been met and, if so, shall authorize indemnification in accordance with this article.

The initial annual fee is 2,000 US Dollar.

M4IF shall have a term of five (5) years and shall be wound up upon expiry of such term unless agreed otherwise by a two third (2/3) majority vote of the Principal Members.

Should M4IF be wound up, the balance of its assets shall, after deduction of debts, be returned to the Members in proportion of their contribution.

Duly signed at [Place], on this [date]

Name ___________________________ Signature____________________________

Company ____________________________________________________________

Date _________________________