“SNOMED Standards Development Organisation” (International Health Terminology Standards Development Organisation (forening med begrænset ansvar));

“SSDO” (International Health Terminology Standards Development Organisation (forening med begrænset ansvar)).

1.3 The Association has its place of business in Copenhagen, Denmark.

1.4 The Association is established under Danish Law.

2. Purpose, Objects and Principles of the Association

2.1 Purpose

2.1.1 The Purpose of the Association is, in accordance with its Objects and Principles, to:

(a) acquire, own and administer the rights to SNOMED CT, other health terminologies and/or related standards, and other relevant assets (collectively, the "Terminology Products");

(b) develop, maintain, promote and enable the uptake and correct use of its Terminology Products in health systems, services and products around the world; and

for the benefit of the Members.

2.1.2 The Association will not:

(a) distribute any of its surpluses or assets to its Members, except in accordance with Schedule 2 of these Articles; or

(b) retain accumulated surpluses that, in the view of the Management Board, are not necessary or appropriate for the operation and/or development of the Association and its activities.

2.1.3 Any excess accumulated surpluses that are not to be retained as contemplated by clause 2.1.2 (b) shall be either:

(a) applied to the lowering of the Annual Fee, in such a manner as is determined by the General Assembly in its Ordinary Meeting; or

(b) if proposed by the Management Board and approved by the General Assembly by a Super Majority, devote or contribute such surplus, or any portion thereof, to one or more projects or non-profit organizations pursuing objectives consistent with the Objects of the Association set forth in clauses 2.2.1 (a) - (b).

2.2 Objects

2.2.1 The Objects of the Association are to:

(a) enhance the health of humankind by facilitating better health information management;

(b) contribute to improved delivery of care by clinical and social care professions;

(c) facilitate the accurate sharing of clinical and related health information, and the semantic interoperability of health records;

(d) encourage global collaboration and cooperation with respect to the ongoing improvement of the Terminology Products; and

(e) provide the foregoing on a globally co-ordinated basis, thereby enabling the Members and the related organisations within their Territories to pool resources and share benefits relating to the development and maintenance of, and their utilisation of and reliance upon, the Terminology Products.

2.3 Principles

2.3.1 The Association will seek to govern itself and conduct all of its activities in accordance with principles of openness, fairness, transparency and accountability to its Members.

2.3.2 The Association will seek to conduct all of its activities in a prudent, responsible and ethical manner that is conducive to ensuring its long-term viability, the overall value and utility of all of its assets and, in particular, the technical and clinical fitness of the Terminology Products.

2.3.3 The Association will seek to work with other parties relevant to achieving its Purpose and Objects in a spirit of collaboration and will, as appropriate, seek to facilitate interoperability of its Terminology Products with other relevant standards and products.

2.3.4 The Association will seek to encourage intellectual contributions to the Terminology Products from other entities upon terms that permit such other entities to use and distribute their own work for any purpose that does not conflict with the Association's Purpose and Objects.

2.3.5 The Association will strive to avoid taking any action which is expected to confer upon certain Members or other parties undue advantages over other Members or over the Association, except with respect to the rights, privileges and obligations granted to the Members specified in these Articles.

3. Members' Liability

3.1 Members shall not be liable for any acts or omissions by the Association or any of its Directors, or be deemed to be guarantors of any liabilities or obligations of the Association or any of its Directors.

3.2 Members shall not be liable to contribute to or account for any deficit in the Association's assets, and shall not be called upon to meet, satisfy or contribute towards the Association's liabilities in the event of the liquidation, dissolution or termination of the Association.

3.3 Each Member's liability towards and in relation to the Association shall be limited to (x) any Fees which have become due and payable to the Association by such Member in accordance with the requirements set forth in these Articles and which remain outstanding and unpaid (including interest thereon, to the extent provided for herein) or, (y) if applicable, any payments due by such Member under a Member Contract (as contemplated by clause 7.7).

3.4 Without limiting the generality of clauses 3.1 to 3.3, in no event shall a Member be liable for or in respect of any act or omission of any Director or other Nominated Person appointed or nominated by, or affiliated with, such Member.

3.5 The limitations set forth in this clause 3 shall not apply to, or limit the liability of, any Member under any agreement between it and the Association or in respect of any breach by any Member of any such agreement or any of these Articles, or of the Regulations.

4. Members

4.1 Membership Categories

4.1.1 The Association will have the following two categories of Member, together referred to as "Members":

(a) Charter Members, and

(b) Ordinary Members.

4.1.2 There shall only be one Member at any time for or in respect of a single Territory. No person or entity may be a Member other than as a Member for or in respect of a specific Territory.

4.1.3 A country, nation or state shall be a Territory for the purposes of these Articles (and in particular for the purposes of the definition of the term "Territory"), and any geographical area shall be a Territory for the purposes of these Articles (and in particular for the purposes of the definition of the term "Territory"), only if and for so long as such country, nation, state or geographical area is a voting member of the United Nations, unless otherwise determined by the General Assembly. In the event that any such country, nation or state or geographical area ceases to be a voting member of the United Nations, it shall cease to be a Territory for the purposes of these Articles, unless otherwise determined by the General Assembly.

4.1.4 The country, nation, state or geography which is a Territory for purposes of these Articles and in respect of which a Member has been admitted as a member of The Association is referred to as that Member’s “Principal Nation”. The Territory of a Member may, if proposed by the Member and not disallowed by the Management Board, be deemed to include, in addition to the Member’s Principal Nation, any country, nation, state or geographical area (w) which is a protectorate, colony or dependency of such Principal Nation, (x) which shares its legal system with that of such Principal Nation (y) the laws and courts of which are established by, or subject to the appeal and review to, those of such Principal Nation, or (z) for which the Principal Nation generally acts in international affairs.

4.1.5 The Management Board will keep a current and accurate record of all Members of the Association.

4.1.6 A Charter Member may, for its own reasons or as a result of applicable policy or law, decline to participate in the management of the Association and decline to nominate a nominee to serve on the Management Board, and this will not abridge any rights or privileges that would otherwise be available to the Charter Member under these Articles.

4.2 Charter Members

4.2.1 On formation of the Association the Charter Members shall be:

(a) The National E-Health Transition Authority Ltd (ABN: 18 114 638 336) (NEHTA), a public company limited by guarantee, as the Charter Member for Australia;

(b) Canada Health Infoway Inc., as the Charter Member for Canada;

(d) The Lithuanian Ministry of Health as the Charter Member for Lithuania;

(e) Subject to the condition subsequent set forth in clause 4.2.3, the State of the Netherlands, hereby represented by the Minister of Health, Welfare and Sport (the “DMH”);

(f) The New Zealand Ministry of Health, as the Charter Member for New Zealand;

(g) The Government of the Kingdom of Sweden, represented by the Ministry of Health and Social Affairs, as the Charter Member for Sweden;

(h) The Secretary of State for Health, acting through its agency NHS Connecting for Health, as the Charter Member for The United Kingdom of Great Britain, Northern Ireland, the Channel Islands and the Isle of Man; and

(i) The U.S. National Library of Medicine (a unit of the National Institutes of Health, Department of Health and Human Services) (NLM), a U.S. federal government agency, as the Charter Member for The United States of America,

4.2.2 Except for Charter Members who are replaced in accordance with the procedure set out in clause 4.4, there shall be no new or additional Charter Members beyond those listed in clause 4.2.1 above.

4.2.3 While the DMH has participated in the discussions and activities leading to the formation of the Association, with the expectation (on the part of all relevant participants) that it would be one of the Charter Members of the Association, the DMH did not receive prior to the formation of the Association all internal approvals and authorizations that are necessary for it to join the Association as a Charter Member (the “DMH Approvals”). Accordingly, the membership of DMH as a Charter Member, pursuant to clause 4.2.1, is subject to the condition that, on or prior to 10 April 2007, the DMH deliver to the Association and each other Charter Member a written notice confirming that it has obtained the DMH Approvals. If such condition is satisfied, the DMH shall be deemed for all purposes to have been a Charter Member from formation of the Association, with no differences or distinctions of any kind between its status, rights and obligations with respect to the Association and the status, rights and obligations of any other Charter Member. In the event that such condition is not satisfied, for any reason, then (i) DMH shall be deemed for all purposes to have never been a Charter Member of the Association, and all references in these Articles to DMH shall be disregarded, and (ii) thereafter DMH shall be entitled to apply to become an Ordinary Member, but not a Charter Member, of the Association in accordance with the requirements of clause 4.3, with no difference between the application of such requirements and any related provision to the Articles to DMH as compared to any other applicant to become an Ordinary Member.

4.3 Ordinary Members

4.3.1 Ordinary Members are those Members who are admitted as Members in accordance with the requirements of this clause 4.3 and who are not Charter Members or replacements of Charter Members admitted pursuant to clause 4.4.

4.3.2 To be eligible to be the Ordinary Member for or in respect of a specific Territory, an applicant must be:

(a) either:

i. an agency of the national government of that Territory acting within its authority; or

ii. a corporation or other duly constituted body (including a regional government or statutory corporation); and

(b) appropriately endorsed by the national government of that Territory, or an appropriate agency or authority within such national government, as being:

i. suitable to be the Member for and in respect of that Territory; and

ii. an organisation whose responsibilities and authorities appropriately include establishing, monitoring, promoting or regulating concept-based systems of clinical terminology for or within that Territory.

4.3.3 To become an Ordinary Member, an applicant must:

(a) apply in writing to the Association using such form, and accompanied by such information, as the Management Board may prescribe (and which may vary by applicant):

i. demonstrating fulfilment of the eligibility criteria set out in clause 4.3.2 of these Articles, and

ii. agreeing to be bound by these Articles (including its appendices), any other policies or other requirements specifically referred to in these Articles, and the Regulations;

(b) be accepted as a Member of the Association by decision of the Management Board (which decision shall be subject to the reasonable discretion of the Management Board, except as otherwise provided in clause 4.3.4);

i. a Joining Fee as specified in clause 7.2; and

ii. any of the Member's Annual Fees due for such financial year in which such Member is admitted subject to pro ration as set out in clause 7.2.3. The Member's Annual Fees for such financial year shall be calculated using the MGNI of the Member and same Aggregate Annual Fee and the same AGNI, cf. schedule 2, as was used to calculate the Annual Fees for existing members for the financial year in question.

4.3.4 Where an applicant seeks to be admitted as a Member for or in respect of a Territory where the prior Member for or in respect of that Territory has been cancelled pursuant to clause 4.5.3, then the Management Board may require the applicant to provide such additional information, surety or guarantees as it deems necessary or appropriate (in its discretion) in light of the circumstances which led to the previous membership being cancelled. The Management Board has sole discretion in determining whether to approve any such application.

4.4 Replacement of Members

4.4.1 A Member may, by written application to the Management Board, nominate a replacement for itself as the Member for or in respect of its Territory (a "Nominee"). The Management Board will admit the Nominee as the Member for or in respect of that Territory, provided that the Nominee:

(a) demonstrates fulfilment of the eligibility criteria set out in clause 4.3.2 of these Articles (irrespective of whether the Member is a Charter Member or an Ordinary Member);

(b) agrees to be bound by these Articles (including its appendices), any other policies or other requirements specifically referred to in these Articles, and the Regulations; and

(c) agrees to assume all rights and obligations of the Member which it is replacing, in relation to the Association and/or under those Articles and the other instruments referred to in clause 4.4.1(b).

A Nominee shall, when admitted, be a Member of the same membership category as the Member that it replaces (i.e. Charter Member if replacing a Charter Member, and otherwise an Ordinary Member).

4.5 Cessation of Membership

4.5.1 Cessation of a Member's membership shall occur upon the earliest of the following:

(a) the Member is replaced by another Member in accordance with clause 4.4 of these Articles;

(b) the Member's membership is cancelled in accordance with clause 4.5.3 of these Articles;

(d) an endorsement is changed or withdrawn in accordance with clause 4.7 of these Articles.

4.5.2 Membership may only be transferred in accordance with the process for replacement of a Member set out in clause 4.4 of these Articles.

4.5.3 A Member may have its membership cancelled by a two-thirds majority of votes cast at a meeting of the General Assembly of the Association, under the following circumstances and in accordance with the following procedures:

(a) the Member:

i. has committed a material breach of these Articles, any other policies, instruments or requirements referred to in these Articles, or the Regulations;

ii. has in a material respect acted in a manner detrimental to the Association or the interests of the Association;

iii. is subject to an Insolvency Event, or becomes legally incapable of meeting the obligations of a Member; or

iv. fails to pay any part of the Member's Fees (including accrued interest thereon) when due, in the case of Fees other than the Annual Fee, or in the case of the Annual Fee, by 30 June of the year in which such Annual Fee is due; and

(b) the Management Board has notified the Member in writing that it considers that an event specified in paragraph (a) has occurred; and

(c) in the case of an event specified in sub-paragraphs (i) or (ii) of paragraph (a), the breach or action is either incapable of remedy or is not remedied within 30 days following notice under paragraph (b); and

(d) the disputes resolution procedure set out in clause 15 of these Articles has been duly applied, if it has been invoked; and

(e) the Management Board, having examined the actions of the Member concerned, any other relevant information and the outcome of any applicable dispute resolution process, by a two-thirds majority of all Directors makes a recommendation to the General Assembly, that the Member's membership be cancelled; and

(f) the Member has been given a reasonable opportunity to respond to the recommendation of the Management Board at the meeting of the General Assembly in which the vote is taken.

4.5.4 In the event of cancellation of its membership, the Member concerned will:

(a) not be entitled to any reimbursement of fees or other monies paid by it to the Association;

(b) remain obliged to pay any unpaid fees and other monies (including accrued interest thereon) owing by it to the Association;

(d) remain bound by the obligations specified in clauses 5 of these Articles.

4.5.5 A Member may resign from the Association by giving 90 days' prior written notice to the Management Board. A notice of resignation must be sent by registered mail and addressed to the Management Board at the Association's place of business. The notice period shall commence upon receipt of the notice by the Management Board.

4.5.6 A Member resigning in accordance with clause 4.5.5 will:

(a) not be entitled to any reimbursement of fees or other monies paid by it to the Association;

(b) remain obliged to pay any unpaid fees and other monies (including accrued interest thereon) owing by it to the Association;

(d) remain bound by any obligations specified in clause 5 of these Articles.

4.5.7 If an Annual Fee falls due for payment during a period of notice given by a Member under clause 4.5.5, the Member shall be liable to pay only a pro rata portion of that Annual Fee, based on the portion of the year to which that Annual Fee relates during which the Member's membership will remain in effect.

4.6 Cessation of Member's Territory

4.6.1 In the event the Territory in respect of which a Member has been appointed ceases to be a Territory (for the purposes of these Articles) the Management Board or the General Assembly may terminate such Member's membership, with immediate effect or on such other basis as may be specified, and the provisions set forth in clause 5.6 shall apply. The provisions of clause 4.5.6 shall also apply to such Member as if such Member had resigned from the Association.

4.7 Change or withdrawal of endorsement

4.7.1 A national government of a Territory or the appropriate agency or authority within such national government may at any time change its endorsement under clause 4.3.2 (b) of these Articles by endorsing a new agency of that national government or a new corporation or other duly constituted body. A national government may also at any time withdraw an endorsement given subject to clause 4.3.2 (b) of these Articles without endorsing a new agency, corporation or other constituted body.

4.7.2 The requested change of Member must be made in writing and approved by the Management Board. The membership of the Member no longer endorsed shall terminate by the end of the financial year of the Association in which the withdrawal or request for change is received by both the Management Board and the Member no longer endorsed unless otherwise agreed between the Member no longer endorsed and the national government or the appropriate agency or authority and such agreement is approved by the Management Board. If the withdrawal or request for change is received by the Management Board and the Member no longer endorsed later than October 1 it will only be effective by the end of the following financial year unless otherwise agreed between the Member no longer endorsed and the national government or the appropriate agency or authority and such agreement is approved by the Management Board.

4.7.3 The Member no longer endorsed shall have the same rights and obligations as Members that resign in accordance with clause 4.5.5 of these Articles. Other aspects of the change or withdrawal shall be a matter solely between the Member no longer endorsed and the national government or the appropriate agency or authority that has made the change or withdrawal.

5. Rights and Obligations

5.1 Effect of the Articles

5.1.1 These Articles have binding effect among:

(a) the Association and each Member; and

(b) the Association and each Director and Executive of the Association,

and each such person agrees to be bound by the terms of these Articles and to perform their obligations under these Articles.

5.1.2 No contract of service entered into by the Association with a Director or Executive may abrogate or diminish the obligations, duties or liabilities of such Director or Executive under these Articles.

5.1.3 Any specific right of a Member or of the Association regarding any of the Association's Terminology Products shall only enter into force if and to the extent that, and for so long as, the Association has acquired or otherwise holds the rights and interests with respect to or affecting such Terminology Products which are necessary to enable the Association to grant such specific rights to such Member.

5.1.4 When such rights as referred/ to in clause 5.1.3 of these Articles have been acquired by the Association, the Management Board will inform each Member of the acquisition and stating that the related rights and obligations of each Member according to these Articles have entered into force.

5.2 Rights of Members

5.2.1 Each Member has the rights and obligations in respect of the Association's Terminology Products that are set out in Schedule 3 to these Articles.

5.2.2 While remaining a Member, the Member is entitled, but not required:

(a) to be represented at, to participate fully in and to vote at meetings of the General Assembly; and

(b) to nominate candidates for appointment to the Management Board, Committees and Working Groups of the Association.

5.3 Additional Rights of Charter Members

5.3.1 In addition to having the rights of a Member under clause 5.2, each Charter Member:

(a) is entitled but, as set out in Article 4.1.6, not required to have its nominee hold one of the positions on the Management Board until the conclusion of the first meeting of the General Assembly after 31 December 2011;

(b) may remove or replace any such nominee from time to time at its own discretion.

5.4 Obligations of Members

5.4.1 In addition to any other obligations under these Articles, each Member agrees:

(a) to comply with the Regulations in force from time to time;

(b) to use best endeavours to ensure that any use, adaptation and distribution of the Terminology Products and use of the Association's trade marks within the Member's Territory is in accordance with these Articles (including the Intellectual Property Terms);

(d) to confirm to the Association, at the same time as making each payment of its Annual Fee, that the Member continues to meet the eligibility criteria specified in clause 4.3.2 (irrespective of whether the Member is a Charter Member or an Ordinary Member);

(e) to provide to the Association, in a timely manner, documentation detailing any recommendations that the Member has regarding proposed enhancements, changes, updates and corrections to the Terminology Products that are needed to better suit the requirements for clinical terminologies and associated products within the Member's Territory;

(f) to provide and publicise effective services allowing Affiliates and other experts to provide recommendations for enhancements, changes, updates and corrections to the Terminology Products in accordance with clause 5.4.1(e) of these Articles;

(g) to advise the Association of the contact details listed in Schedule 1 to these Articles, and to provide the Association with timely advice of any change to such details;

(h) to maintain a register of all licences granted by the Member to Affiliates within the Member's Territory (to include, in the case of each licence, the identity of the Affiliate the products provided under the licence and the payment terms under the licence), and to make that register available to the Association upon request;

(i) to encourage experts and other appropriate persons to contribute to the work of the Association;

(j) to assist the Association in communicating with Affiliates and experts entitled and wishing to be enrolled as Affiliates of the Association;

(k) to collaborate with other Members in ensuring that sufficient numbers of appropriate persons are nominated, supported and funded to serve on the Management Board, Standing Committees and in other governance functions of the Association;

(l) to ensure that:

i. any person nominated or appointed by the Member to serve on the Management Board, Standing Committees and for other governance functions within the Association (a "Nominated Person") have the capacity, support and funding to perform those duties;

ii. when a Nominated Person of such Member is unavailable, and if so permitted by the Articles and Regulations, a deputy, alternate or substitute is provided at such Member's expense; and

iii. there is effective communication between any Nominated Person of a Member and any wider stakeholder community from which the Nominated Person is drawn (in particular, with representatives of other Members from Territories in the Geographical Constituency (as defined in clause 9.1.4) that includes the Territory of the Member who has appointed such Nominated Person).

5.4.2 Each Member shall establish arrangements for the management of the use of the Association's Terminology Products within its Territory that will, at a minimum, undertake the following functions in accordance with the Intellectual Property Terms:

(a) being the primary point of liaison with the Association with regard to all aspects of the management of the Terminology Products within the Member's Territory;

(b) establishing and maintaining processes for distributing and licensing the Terminology Products within the Member's Territory;

(c) being the principal contact point within the Member's Territory for persons to contact in relation to the Terminology Products, including licensing of the Terminology Products and obtaining updates and enhancements to the Terminology Products;

(d) ensuring that any products and their releases that the Member deploys within its jurisdiction that are based on the Association's Terminology Products, are prepared, checked and managed in conformance with the Association's standards;

(e) maintaining a record of problems and other issues reported within the Member's Territory in connection with the Terminology Products;

(f) documenting, submitting and supporting requests for proposed updates and enhancements to the Terminology Products; and

(g) monitoring the distribution and applications of the Association's Terminology Products, trade marks and other Intellectual Property within the Member's Territory and reporting to the Association on the same.

5.5 Protection of Association's Rights

5.5.1 Each Member agrees to do all things reasonably necessary within its Territory:

(a) to assist the Association in maintaining and enforcing any or all of its rights in the Terminology Products, its trade marks and any of its other Intellectual Property, and in protecting the same from any infringement, misrepresentation, passing off, unlicensed use, unlicensed adaptation or unlicensed distribution within the Member's Territory (each being a "Contravention");

(b) to assist the Association in protecting itself against any action to oppose, deregister or dispossess the Association of any part of its Terminology Products, trade marks or any of its other Intellectual Property especially but not exclusively within the Member's Territory;

(c) to assist the Association in protecting itself against any claim that any part of the Terminology Products, trade marks or any of its other Intellectual Property infringes the rights of any third party in the Member's Territory;

(d) to notify the Association as soon as the Member becomes aware that:

i. a Contravention;

ii. any action described in paragraph (b) or any claim described in paragraph (c);

iii. a dispute with any third party (including any licensee) in the Member's Territory concerning the Association's Terminology Products, its trade marks or any of its other Intellectual Property;

iv. any claim or attempted registration in the Member's Territory of Intellectual Property that competes with the Association's interests in its Terminology Products, trade marks or any other of its Intellectual Property; or

v. any claim or allegation that any of the trade marks is liable to cause deception or confusion to the public within the Member's Territory,

has occurred, is reasonably likely to occur or is threatened; and

(e) to provide all information and assistance to the Association in the event that the Association commences or defends proceedings in relation to any matter listed in clause 5.5.1(d).

Any external or out-of-pocket costs reasonably incurred by a Member in discharging its obligations under this clause 5.5.1 shall be reimbursed by the Association.

5.5.2 A Member shall be entitled to bring proceedings, at its own expense, in respect of any matter listed in clause 5.5.1(d) arising in its Territory, provided the Association has not brought, is not currently bringing nor made any indication of an intention to bring such proceedings itself. Any proceedings the Member brings shall be under the Member’s control, and the Association shall not be entitled to intervene in those proceedings unless:

(a) the Association considers, acting reasonably, that the matter in respect of which the proceedings are brought presents or is likely to present a significant threat to the interests of the Association; or

(b) the matter in respect of which the proceedings are brought arise from the same or substantially the same facts and circumstances as one or more matters arising in one or more other Members’ Territories.

5.5.3 If the Association is entitled to intervene in any proceedings under clause 5.5.2 of these Articles, the Association may, provided that it is acting reasonably:

(a) assume control of those proceedings from the Member; or

(b) require the Member to discontinue those proceedings.

5.5.4 Any proceedings brought by the Association under clause 5.5.1, or in respect of which the Association assumes control under clause 5.5.3(a), will from that point forward be under the control and, at the expense of the Association.

5.6 Rights and Obligations on Cessation of Membership

5.6.1 A former Member (whether ceasing to be a Member because of resignation, replacement, termination of Membership, cancellation of Membership or otherwise), will :

(a) have the rights and obligations in respect of the Association's Terminology Products that are set out in paragraph 6 of Schedule 3 to these Articles.

(b) no more than 14 Business Days after ceasing to be a Member, notify every Affiliate with which the former Member has a license agreement in force for use of the Terminology Products:

i. that it has ceased to be a Member;

ii. that, as a result of its ceasing to be a Member, it will be unable to distribute future versions of the Association's Terminology Products to Affiliates;

iii. of any significant implications and proposed changes in arrangements for continued use or support of the Terminology Products in the former Member's Territory; and

iv. of any further statements that the Management Board has directed it to communicate to Affiliates provided that the content of any such statement is either first agreed with the former Member, or is distributed under the name of the Management Board along with any response from the former Member;

(c) take reasonable steps to minimise any unnecessary cost, damage or injury suffered by Affiliates within the former Member's Territory or by any other third parties as a result of the former Member ceasing to be a Member; and

(d) give all reasonable co-operation to the Association, Affiliates in the former Member's Territory and any Member replacing the former Member in the former Member's Territory (whether immediately pursuant to clause 4.4 or subsequently) in facilitating an orderly transition of the former Member's Affiliates to such arrangements as are put in place for those Affiliates' continued use or support of the Terminology Products.

5.6.2 Any directive from the Management Board to a former Member in relation to Article 5.6.1(b)(iv) is not to unreasonably prejudice the rights of the former Member under clause 5.6.1 of these Articles, but in issuing such a directive, the Management Board may take into account any or all of the following:

(a) the Purpose, Objects and Principles of the Association;

(b) the need to ensure that Affiliates and end-users of the Association's Terminology Products, trade marks and other Intellectual Property have access to effective support and services in all Members' Territories;

(d) the need to protect the rights and property of its other Members, including any new Member in the former Member's Territory.

5.6.3 On request of an Affiliate operating in a former Member's Territory or of the Association, the former Member shall novate any license agreement with that Affiliate to the Association or to the current Member as directed by the Management Board.

5.7 Business of the Association

5.7.1 The Association shall develop, maintain, license and distribute the International Release of SNOMED CT.

5.7.2 In addition to any other obligations under these Articles, the Association shall, subject to any resolution of the Members in a meeting of the General Assembly:

(a) acquire and obtain title to the SNOMED CT and associated trade marks and other Intellectual Property;

(b) from time to time consider and, where justified, acquire other Terminology Products including associated trade marks and other Intellectual Property required for their operation, exploitation, support and maintenance;

(c) specify, commission and/or directly provide the services necessary for undertaking and/or supporting the development and maintenance of Terminology Products in accordance with the Purpose, Objects and Principles of the Association;

(d) provide regular (at least twice yearly) International Releases of SNOMED CT;

(e) provide up-to-date documentation of other terminology products in line with specific policies and procedures;

(f) arrange and support meetings of experts through Standing Committees and Working Groups;

(g) produce, manage and share all documentation to support the functions of the Association in line with specific requirements detailed in the Articles, regulations and policies and procedures, in particular, those concerned with General Assembly, Management Board, Harmonisation Bodies and Committee Meetings;

(h) provide a public website on which the current and archived versions of the Association's Articles, Regulations and other artefacts are published along with information on the Association and the contact details of the Members and the members of each Standing Committee in an up-to-date and easy-to-use form; and

(i) take any action required to protect the rights, assets and property of the Association in relation to the Terminology Products, trade marks and any other Intellectual Property of the Association.

5.7.3 The Association shall operate an International Product Management Centre, the functions of which shall include:

(a) being the primary point of liaison with the Association with regard to all aspects of the management of the international distribution of the Terminology Products;

(b) ensuring the availability of SNOMED CT to Members by managing its on-going maintenance and regular International Releases; and

(c) providing a secure online collaboration facility to support Standing Committee and Working Group activities and development of the Terminology Products.

5.7.4 In the event that any Member reasonably determines that work performed by or for the Association, or any material product or service provided by the Association to the Members (including, without limitation, any International Releases), is defective or deficient in a material respect (collectively, a “Work Defect”), such Member may deliver a written notice to the Association (a “Defect Notice”) informing it of such determination by such Member and the basis thereof.

(a) As promptly as reasonably practicable of its receipt of a Defect Notice, and in any event within 60 days of such receipt, the Association will (i) notify the Member delivering the Defect Notice that the Work Defect has been remedied, or is in the process of being remedied, and provide an explanation of the steps that have been or are being taken in this regard, or (ii) notify such Member either that the Association has determined either (x) that the work, product or service that was the subject of the Defect Notice is not defective or deficient in a material respect or (y) that it is not reasonably practical, or not appropriate or consistent with the interests of the Association, to remedy the defect or deficiency cited in the Defect Notice, and in either case provide an explanation of such determination.

(b) If the Association fails to deliver any notice as required by clause 5.7.4(a), or if the Member receiving such notice disagrees with the position taken by the Association in any such notice, the Member may (but is not required to) deliver a written demand to the Association (a “Defect Demand”) that steps or actions specified by the Member in its Defect Demand be taken by the Association (which may directly relate to remedying the relevant defect or deficiency or may involve changes in the policies, management or personnel of the Association) and that a meeting of the General Assembly be convened to adopt a resolution requiring that such steps or actions are taken. If a Defect Demand is so received, an Extraordinary Meeting of the General Assembly for such purpose shall be convened as promptly as practical, in accordance with the notice and other requirements contained in clause 8.

(c) All members of the Management Board shall, at a minimum and without limiting the roles or powers of the Management Board in any respect, receive copies of any Defect Notice, any notice by the Association in response to any Defect Notice, any Defect Demand, and any related written communications between the Association and a Member who have delivered a Defect Notice.

(d) In the event that the Association fails in a material respect to take actions required to be taken by it pursuant to clause 5.7.4 in response to the valid delivery of a Defect Notice or Defect Demand from a Member, and does not correct such failure within 30 days following notice thereof from such Member, then such Member may within 60 days thereafter resign from the Association in accordance with clause 4.5.5 and require that such resignation be treated as a resignation "for cause". A former Member whose resignation is treated as a resignation "for cause" pursuant to the foregoing shall have the same rights and obligations as any other former Member who has resigned in accordance with clause 4.5.5 , provided that for purposes of paragraphs 6.1.2 and 6.2 of Schedule 3 such former Member shall be deemed to have not ceased to be a Member until the earlier of (a) the first anniversary of its resignation "for cause", and (b) the date (if any) on which paragraph 6.3 applies.

6. Affiliates and Sponsored Territories

6.1 Affiliates

6.1.1 One of the principal functions and roles of the Association is to license the Terminology Products to persons having any need or interest in utilising the Terminology Products, and to support and facilitate the use of the Terminology Products by such persons. The Association may provide in any such licence that the licensee shall be an affiliate of the Association (an "Affiliate"), and any licensee so identified shall be an Affiliate for as long as its licence remains in effect.

6.2 Sponsored Territories

6.2.1 The Association may recognise and designate any Territory as a “Sponsored Territory”, if such Territory satisfies the conditions set forth in clause 6.2.3 and is not a Member.

6.2.2 If a Territory is recognised and designated as a Sponsored Territory, any Affiliates in such Territory will be entitled to reduced fees in respect of their use of the Terminology Products, as specified in Schedule 3 of these Articles.

6.2.3 To be eligible to be recognised and designated as a Sponsored Territory, a Territory must:

(a) have a World Bank GNI atlas value that is less than or equal to 18,000,000,000; and

(b) agree to pay, or have paid on its behalf by any person, to the Association a one-off fee equal to 8 times the amount of the Annual Fee that would be payable by the Territory (without regard to any pro ration) if such Territory were to become a Member (the "Sponsored Territory Fee"); and

(c) have the approval of its Ministry of Health or similar relevant authority with respect to its becoming a Sponsored Territory.

The Management Board may waive the requirement in clause 6.2.3(a) with respect to the recognition and designation of a Territory as a Sponsored Territory, if either (x) no World Bank GNI atlas value is available for the Territory and the Management Board reasonably concludes that, were such statistic available, it would satisfy the requirement in clause 6.2.3(a), or (y) the Management Board reasonably concludes that the Territory would, but for the larger size and/or population of the Territory relative to other Territories which are or could be Sponsored Territories, satisfy the requirement in clause 6.2.3(a).

7. Fees

7.1 Annual Fees

7.1.1 The Management Board will, by no later than 30 September of each year, present in writing to each Member with respect to the next financial year of the Association:

(a) a draft of the Association's strategic, business and operational plans for such next financial year;

(b) a statement of the total amount of funding required for such next financial year;

(c) a statement of the aggregate amount of the Annual Fees of all Members (before applying any Fee Offsets) for such next financial year (the "Aggregate Annual Fee"), as proposed by the Management Board, together with a schedule of the Annual Fee payable by each Member if the Aggregate Annual Fee is approved by the General Assembly and the extent to which the cash amount payable by any such Member in respect of its Annual Fee will be reduced due to a Fee Offset requested by such Member and accepted by the Management Board; and

(d) information regarding any Special Fees being proposed by the Management Board or then expected to be proposed by the Management Board during such next financial year.

7.1.2 The Aggregate Annual Fee for such next financial year, as proposed by the Management Board, will be established by taking into account projected license fees and revenues from Affiliates (those with direct Licenses from the International Health Terminology SDO), and Fees from new Members who have joined or will join the Association during the current financial year, anticipated Joining Fees and Annual Fees from new Members expected to join the Association during the current or next financial year, any anticipated Special Fees, other anticipated revenues, the reduction in the cash amount to be received in respect to Annual Fees due to Fee Offsets, and any anticipated retained surplus at the end of the current financial year, with a view to assuring a level of financial resources necessary or appropriate to cover the following:

(a) the normal business activities of the Association to be undertaken in furtherance of the Purpose, Objects and Principles of the Association for the coming financial year,

(b) such special projects as the Management Board considers appropriate to support the future development of the Association, its Intellectual Property and its other assets;

(c) such other projects or activities as are identified in the Association's strategic, business and operational plans for the coming financial year;

(d) fixed or known liabilities of the Associations; and

(e) reasonable reserves for contingencies, liabilities and uncertainties that cannot be precisely budgeted for in advance.

The Aggregate Annual Fee shall be comprised of the aggregate cash amounts paid or payable by Members in respect of their Annual Fees, plus any amounts not payable or paid in cash due to the application of Fee Offsets. The Aggregate Annual Fee shall be allocated among the Members pursuant to a Fair Share Allocation (as specified in Schedule 2 to these Articles). The amount allocated to each Member will be such Member's Annual Fee.

7.1.3 At the Ordinary Meeting of the General Assembly, the Members shall, in accordance with clause 8 of these Articles and subject to clauses 7.3.2 and 7.3.3 of these Articles, consider and vote upon a resolution approving the items listed in clauses 7.1.1(a) and (c) of these Articles.

7.1.4 The Annual Fees of Members will correspond to, and be for, the financial year of the Association to which they relate. Except as provided in clause 4.3.3(c), each Member's Annual Fee in respect of a financial year will be due and payable in full by 15 February of the financial year to which they relate.

7.1.5 If any part of the Annual Fee payable by a Member remains unpaid after 30 March of the year in which the Fee is due, the Member will be in default and interest shall accrue on the outstanding amount at the rate of 500 basis points above the national base rate in the Territory of the Member or, if higher or if such national base rate is not determinable, 500 basis points above 3 month EURIBOR, calculated daily from the date on which payment was initially due and compounding at the end of each calendar month.

7.1.6 If any part of a Member's Fees (including accrued interest thereon) remains unpaid after 30 June of the year in which those Fees are due, the Management Board may, at its sole discretion, advise the Member, by way of registered mail, of the outstanding amount as at 30 June, and at any time thereafter commence action under clause 4.5.3 of these Articles to have the Member's membership cancelled.

7.2 Joining Fees and Initial Annual Fees

7.2.1 Subject to clause 7.2.4, upon first becoming an Ordinary Member a Joining Fee shall become payable, in accordance with clause 4.3.3, by such Ordinary Member in an amount equal to the full Annual Fee of such Ordinary Member in respect of the financial year during which such Ordinary Member becomes a Member, assuming for such purposes that such Ordinary Member had been Member for the entire financial year.

7.2.2 The Joining Fee shall be in addition to a Member's Annual Fee, and payment thereof in no way absolves the new Ordinary Member from its obligation to pay the Annual Fee for the financial year in which it becomes a Member.

7.2.3 An Ordinary Member's first Annual Fee will be pro-rated on a monthly basis if commencement of membership occurs after the first three months of the relevant financial year.

7.2.4 The General Assembly may, in its absolute discretion, waive any new Ordinary Member's obligation to pay a Joining Fee. Such waiver shall neither relieve any other Ordinary Member of its obligation to pay a Joining Fee nor entitle any other Ordinary Member to reimbursement of a Joining Fee already paid to the Association.

7.2.5 The payment of an initial Annual Fee by a new Ordinary Member in respect of the financial year during which it becomes a Member shall not entitle the other Members to a reduction or refund of any part of the Annual Fees paid or payable by them in respect of such financial year, to the extent that the Aggregate Annual Fee in respect of such financial year has already been allocated among such other Members to determine the amounts of their respective Annual Fees.

7.3 Approval of Annual Fee

7.3.1 The Aggregate Annual Fee in respect of each financial year shall be proposed by the Management Board to the General Assembly, and any resolution to amend the Aggregate Annual Fee during or in respect of a financial year may only be presented to the General Assembly by the Management Board.

7.3.2 Should any proposed Aggregate Annual Fee be 103% or less than the then Baseline Aggregate Annual Fee, then the resolution at the General Assembly to approve such Aggregate Annual Fee shall require approval by a simple majority of votes cast by Members voting on the matter. The Baseline Aggregate Annual Fee is the current Aggregate Annual Fee plus the total of the Annual Fees paid or payable in the current year by new Members that have joined or will join the Association during the current year. In this calculation, the Annual Fees of these new Members shall not be reduced according to clause 7.2.3.

7.3.3 Should any proposed Aggregate Annual Fee be more than 103% of the current Baseline Aggregate Annual Fee, then the resolution at the General Assembly to approve such Aggregate Annual Fee shall require approval by a two-thirds majority of the votes cast by Members voting on the matter.

7.3.4 In the event that the resolution at the General Assembly to approve the Aggregate Annual Fee for the next financial year is not approved by the necessary votes, the Aggregate Annual fee for such next financial year shall be deemed to be equal to the then Baseline Aggregate Annual Fee, pending passage of a resolution setting such Aggregate Annual Fee at any different amount

7.3.5 For the purposes of this clause 7.3, the current Aggregate Annual Fee in 2007 shall be deemed to be $7,591,812.

7.4 Set-up Payments

7.4.1 Independent of any Fees, each Charter Member shall be obligated to make a payment to the Association in the amount set out in Table 2 of Schedule 2 (the "Set-up Payments"), which payments will fund the Association’s initial acquisition of SNOMED CT IP from the College of American Pathologists, as well as certain organisational and start-up costs of the Association.

7.4.2 Immediately following establishment of the Association, the Association shall issue invoices to each Charter Member in respect of its Set-up Payment, and such Set-up Payment will be due and payable in full within 30 days of the date on which such invoice is issued or such later date as may be specified in such invoice, provided that such Set-up Payment shall in no event be due and payable prior to the execution of a definitive agreement between the Association and College of American Pathologists to transfer the SNOMED CT IP and associated Intellectual Property Rights from the College of American Pathologists to the Association.

7.5 Special Fees

7.5.1 The Management Board may at any time, or from time to time, propose that additional non-recurring fees be required to be paid by the Members to the Association, for the purpose of funding capital expenditures by the Association, funding the prosecution, defence or settlement of legal claims involving the Association or any of its Intellectual Property, or funding any other costs or expenditures that are non-recurring in nature or otherwise could not, in the view of the Management Board, be appropriately and/or adequately funded through Annual Fees or the Association's other sources of revenue. Any fee of the type described in this clause 7.5.1 paid or payable by a Member is referred to as a "Special Fee", and the aggregate amount of such fees paid or payable by all Members in any one instance (including amounts not paid in cash due for the application of Fee Offsets) is referred to as an "Aggregate Special Fee".

7.5.2 Any proposal of the Management Board for a Special Fee shall be presented to the Members for their approval at an Ordinary or Extraordinary Meeting of the General Assembly. Such proposal (a "Special Fee Proposal") shall be accompanied by (i) a description of the plans, events or developments giving rise to such proposal; (ii) a statement as to the amount of the Aggregate Special Fee and how this amount was determined; (iii) a schedule of the Special Fees proposed to be payable by each Member (including, if applicable, the extent to which the cash amount payable by any Members may be reduced due the application of Fee Offsets in accordance with clause 7.6); and (iv) the timing of, and any other terms, conditions or contingencies relating to, such Special Fee, including whether it will be payable in a single sum or in instalments over time or based upon the satisfaction of certain conditions. A Special Fee will only become payable if the resolution approving the Special Fee Proposal is approved by a Super Majority.

7.5.3 With respect to any Special Fees, the Aggregate Special Fee shall be allocated among the Members pursuant to a Fair Share Allocation (in accordance with Schedule 2 to these Articles).

7.5.4 A Special Fee that has been duly approved as required will be due and payable as and in the manner specified in the Special Fee Proposal, provided that no Special Fee or portion thereof shall become due and payable earlier than 60 days following the distribution or disclosure of the Special Fee Proposal (and the related information required by clause 7.5.2) to the Members.

7.6 Fee Offsets

7.6.1 Any Member may, with respect to any Annual Fee or Special Fee to become payable by it, submit a request to the Management Board that the amount of such Fee payable by such Member be reduced (a "Fee Offset") by an amount up to, but not exceeding, such Member's Fee Offset Balance, as defined in clause 7.6.2, at such time. The Management Board may in its discretion accept or reject any such request, in whole or in part, and/or to a differing extent as among requesting Members; provided, however, that if multiple Members request Fee Offsets with respect to any specific Fee and any such request is to be accepted, the allocation among those Members of the value of the accepted Fee Offsets shall be determined in accordance with paragraph 2 of Schedule 2.

7.6.2 The "Fee Offset Balance" of a Member at any particular time means the sum of (x) the aggregate amount of such Member’s Approved Direct Set-up Costs (as defined below in clause 7.6.4) and (y) the aggregate of the cash amounts previously paid by such Member to the Association as its Set-up Payment or as Special Fees, less the aggregate amount by which the cash amounts paid or payable by such member were previously reduced pursuant to the acceptance of requests by it for a Fee Offsets.

7.6.3 Any proposal by the Management Board to the General Assembly for the approval of the Annual Fees or any Special Fee will specify, in the information provided to the Members in connection with their consideration of such proposal, whether and to what extent cash amounts otherwise payable by any Members will be reduced due to the acceptance of requests for Fee Offsets. The acceptance or rejection of any request for a Fee Offset will not be subject to separate approval by the General Assembly.

7.6.4 Prior to the establishment of the Association, the entities which have become the Charter Members agreed upon certain external expenses that have been or were being incurred directly by such entities in connection with the initial establishment of the Association and related matters and in respect of which the Charter Members will effectively be reimbursed through reductions in the cash amounts payable by them for their Annual Fees (such external expenses being referred to as “Direct Set-Up Costs”). A description of the Direct Set-Up Costs, together with agreed estimates of the amounts thereof, are set forth in paragraph 5 of Schedule 2 to these Articles. Within 90 days following the initial establishment of the Association, each Charter Member who has incurred Direct Set-Up Costs may submit to the Management Board such relevant information and documentation, including invoices, as the Management Board may request, and the Management Board will review such documentation and determine the amount of each such Charter Member’s claimed external expenses that the Management Board will treat as Direct Set-Up Costs, which determination by the Management Board shall be made on a reasonably consistent basis as among the Charter Members, and reflect the agreed items and estimates reflected in paragraph 5 of Schedule 2 and the pre-establishment agreement and understanding among the Charter Members reflected therein. The amount so determined for each such Charter Member by the Management Board is referred to as that Charter Member’s “Approved Direct Set-Up Costs”.

7.6.5 Notwithstanding the other provisions of this clause 7.6, each Charter Member will be entitled to a Fee Offset in the amount of its Approved Direct Set-Up Costs with respect to the Annual Fee payable by it for 2008, provided that the Management Board may determine, on a pro rata basis among all Charter Members, to postpone all or any part of such Fee Offsets until the Annual Fees for 2009 and/or to apply all or any part of such Fee Offsets to any Special Fee that becomes due and payable prior to the time that the Annual Fees for 2009 become payable.

7.7 Member Contracts

7.7.1 The Association may, in exceptional circumstances and only to the extent necessary due to mandatory law of a Member's country or regulations of a Member’s country, enter into a separate contract, arrangement or instrument with that Member (a “Member Contract”) which governs (i) the rights and obligations of that Member to obtain, use and distribute Terminology Products; and/or (ii) that Member’s remedies in respect of Work Defects (as those remedies and Work Defect are defined in clause 5.7.4); and/or (iii) the fees to be paid by the Member to the Association in respect of the Terminology Products.

7.7.2 A Member Contract may relieve the Member from any or all of its payment obligations under clauses 7.1 to 7.6, as and to the extent provided in such Member Contract.

7.7.3 Except as set out in clauses 7.7.1 and 7.7.2, a Member Contract may not make provision in respect of any matters that are covered by these Articles. As between the Association and a Member with whom the Association has entered into a Member Contract in accordance with this clause 7.7, these Articles shall continue to apply in respect of all matters that are not covered by the Member Contract.

7.7.4 A Member Contract may be governed by laws other than Danish law, but may not in any respect provide for rights or obligations inconsistent with or beyond, in any substantive respect, the rights and obligations of a Member as stated in these Articles, and may not give rise to any liability of the Association greater than as stated in these Articles.

7.7.5 The Management Board shall appropriately take into account any amounts paid or payable under any Member Contract in determining the amounts and/or allocations of any Fees, other payments or Fee Offsets contemplated by this clause 7, with a view towards assuring that, and the provisions of this clause 7 shall be applied and interpreted such that, from the point of view of the Association and all Members other than the Member who is a party to such Member Contract, all such amounts and allocations are substantially the same as they would have been in the absence of any Member Contracts.

8. General Assembly

8.1 Function and Purpose

8.1.1 The General Assembly is the highest authority of the Association and can make binding decisions regarding all matters relating to the Association, subject to and in accordance with the provisions of these Articles.

8.1.2 The General Assembly is collectively charged with assuring that the Purpose, Objects and Principles of the Association are pursued and that the interests of the Association are safeguarded.

8.1.3 To assist the General Assembly in discharging this role, the General Assembly may elect an Internal Auditor from among its Members. The Internal Auditor will be directed to follow terms of reference set or developed by or at the direction of the General Assembly, and in addition will be directed to comply with any mandatory provisions of Danish Law applicable to it or the Association.

8.1.4 The General Assembly shall be a forum in which or through which Members may, individually or jointly, choose to exercise the various powers granted within and by these Articles. Meetings of the General Assembly will serve as an opportunity for the Members to discuss and debate fully any aspect of the business and affairs of the Association.

8.1.5 All General Assembly meetings shall be presided over by a Chair who will be elected by the General Assembly, and may be a Nominated Person of a Member, or any other person.

8.1.6 The Chair shall not be entitled to vote in General Assembly meetings unless the Chair is also the Nominated Representative of a Member, in which case she shall be entitled to vote only in her capacity as a Nominated Representative and shall have one vote only.

8.1.7 Except as otherwise specifically required by these Articles, all resolutions considered at any meeting of the General Assembly will be decided by a simple majority of votes cast by Members voting on the resolution. If a vote is tied, the resolution will not be passed.

8.2 Meetings

8.2.1 All meetings of the General Assembly will be held at such location as stated in the notice convening the General Assembly meeting and, subject to clause 8.2.6, will be convened by the Management Board. At least one of the meetings of the General Assembly in each year will be held in Denmark.

8.2.2 The Management Board will prepare, produce and distribute to the Members, not less than six weeks prior to the General Assembly Meeting, notice of and an agenda for the General Assembly Meeting being convened. If necessary due to special circumstances and with the consent of more than two thirds of the Members the General Assembly Meeting can be convened with a shorter notice. The Members' consent can be expressed prior to or at the General Assembly Meeting.

8.2.3 The quorum for a General Assembly meeting will be achieved when more than 50% of all Members of the Association are present in the meeting, whether in person, by proxy or in the manner permitted by clause 8.2.12.

8.2.4 The proceedings of all General Assembly meetings shall be recorded in the form of minutes.

(a) Electronic draft copies of these minutes will be prepared by or at the direction of the Chair and sent to Members within 14 days of the close of the meeting.

(b) Members may submit any comments on the minutes within 14 days of receipt.

(c) The Chair shall seek to promptly address or resolve such comments so received with a view towards signing and circulating final copies of the minutes to all Members within 14 days of expiry of the period allowed for Members' comments.

(d) The signed final minutes shall be made available to the public by posting them on the Association's website. The signed final copy of the minutes shall also be made available for inspection at the Association's place of business.

(e) Under special circumstances, the General Assembly may authorize a departure from the procedure prescribed in (a)-(d).

8.2.5 The General Assembly will hold two Ordinary Meetings, one in April and one in October of each year.

8.2.6 The General Assembly will hold Extraordinary Meetings at the request of:

(a) the Management Board; or

(b) the External Financial Auditor; or

(c) one-third of all Members if such request, together with an agenda setting out the specific business to be dealt with at the Extraordinary Meeting, is delivered in writing to the Management Board.

8.2.7 Every Member is entitled to:

(a) have specific business or matters referred for discussion by or decision of the General Assembly;

(b) attend meetings of the General Assembly; and

8.2.8 Each Member shall have one vote on each item presented in meetings of the General Assembly.

8.2.9 The attendance by a Member of a meeting of the General Assembly shall be through the attendance of its Nominated Representative. Each Member will provide written notice to the Management Board as to the identity of its Nominated Representative.

8.2.10 Each Member should choose its Nominated Representative from among persons most qualified by their technical competence and experience with respect to health systems, nomenclature systems, representative roles or directorship abilities. A Member's Nominated Representative may be changed or replaced by the Member at any time, by written notice to the Management Board, without any requirement as to advanced notice.

8.2.11 Member's Nominated Representatives are also entitled to attend General Assembly meetings by proxy. The proxy must present a power of attorney document from the Nominated Representative (in form and substance reasonably acceptable to the Chair of the General Assembly) before or at the General Assembly. All proxies must by their terms be freely revocable by the granting Member, and will be deemed revoked if the Member's Nominated Representative attends and votes at the meeting or at any adjournment of the meeting.

8.2.12 The Management Board will ensure that Members, at their choice, are able to participate in and attend meetings of the General Assembly through the medium of conference telephone or similar form of communications equipment, provided that all persons participating in the meeting are able to hear and speak to each other throughout the meeting. Members participating by these mechanisms will be considered present at the meeting, entitled to vote and will count towards the quorum. The meeting will take place and will be deemed to take place in the location where the notice convening the meeting states it will take place.

8.2.13 Each Nominated Representative will be entitled to be accompanied by a single adviser at meetings of the General Assembly, or multiple advisers if permitted by the Chair.

8.2.14 Meetings of the General Assembly will be open to the public, except for those parts of a meeting in which matters are deliberated that are reasonably considered by the Management Board to involve issues or information that:

(a) the public discussion or disclosure of which is or may be contrary to the interests of the Association; or

(b) relate to an individual or a specific Member who could be identified by members of the public.

8.2.15 The Management Board will ensure that meetings of the General Assembly (other than meetings which will be closed to the public in their entirety pursuant to clause 8.2.14) are announced on the Association's website at least eight weeks in advance of the date on which it is to be held.

8.2.16 Prior to any meeting of the General Assembly, each Member shall fully and fairly disclose to the Chair or to the General Assembly any material conflict of interest it has with respect to any matter being discussed or voted at such meeting of the General Assembly (above and beyond the interest the Member will have as a Member of the Association in common with all other Members). The further disclosure of such information to the General Assembly shall be within the discretion of the Chair.

8.2.17 The Association's Conflict of Interest Policy may prohibit a Member from voting on a matter as to which such Member has a conflict of interest of the type described in clause 8.2.16.

8.2.18 The Ordinary Meeting of the General Assembly taking place in October will consider and vote on resolutions concerning:

(a) the presentation and adoption of:

i. the Management Board's annual strategic, business and operational plans for the next financial year; and

ii. the Management Board's proposed Aggregate Annual Fee for the next financial year.

(b) the election of the:

i. the members of the Management Board (other than those appointed pursuant to clause 9.1.3) whose terms are then expiring;

ii. those members of any Committees (other than those who are not required to be elected by the General Assembly) whose terms are then expiring or whose positions have been deemed vacant due to non-attendance in accordance with Regulations issued pursuant to clause 9.4.15;

(c) any general or special business referred to the General Assembly by the Management Board for consideration in the Ordinary Meeting; and

(d) any other business referred to the General Assembly by any Member for consideration in the Ordinary Meeting.

8.2.19 The Ordinary Meeting of the General Assembly taking place in April will consider and vote on resolutions concerning:

(a) the Management Board's annual report for the prior financial year;

(b) the Association's financial accounts, including the External Financial Auditor's Report for the prior financial year;

(c) the appointment of (or ratification of the appointment of) an External Financial Auditor for the current financial year;

(d) any general or special business referred to the General Assembly by the Management Board for consideration in the Ordinary Meeting; and

(e) any other business referred to the General Assembly by any Member for consideration in the Ordinary Meeting.

8.2.20 At the request of any Member, and provided the Management Board considers it may do so without any significant detriment to the Association, the Management Board will disclose to the General Assembly prior to or at any meeting of the General Assembly, any information:

(a) concerning the annual accounts or the financial position of the Association;

(b) the status or progress of any legal issues or proceedings relevant to the Association or its Intellectual Property;

8.2.21 If information requested in clause 8.2.20 of these Articles is not disclosed due to it not being available at the time of such General Assembly meeting, such information will be sent to the Members as soon as it becomes available. Unless such information is of the type referred to in clause 8.2.14 of these Articles, such information will be posted on the Association's website at the same time as it is sent to the Members.

8.2.22 Relevant materials relating to matters to be addressed at any meeting of the General Assembly will be provided to Members as far in advance of such meeting as is reasonably practicable.

8.2.23 All material and information relating to any General Assembly meeting that is made available for public inspection will be provided both at the Association's place of business and on the Association's website.

8.2.24 Any Member is entitled to have specific business considered at a General Assembly meeting if:

(a) the issue has not been adequately addressed by Management Board action to the reasonable satisfaction of the Member, and

(b) the Member submits a specific and reasonably detailed written request to the Management Board no less than three weeks (or such shorter period as the Management Board may require in any particular instance) in advance of the General Assembly meeting.

8.2.25 Any Director is entitled to have specific business considered at a General Assembly meeting if:

(a) the issue has not been adequately addressed by Management Board action to the reasonable satisfaction of the Director, and

(b) the Director submits a specific and reasonably detailed written request to the Management Board no less than three weeks (or such shorter period as the Management Board may require in any particular instance) in advance of the General Assembly Meeting.

9. Association Management

9.1 The Management Board

9.1.1 The Management Board has overall responsibility for the management and direction of the Association. The Management Board, and each Director individually, has a duty to act in a manner which it or she, reasonably believes is in the best interests of the Association and is consistent with the pursuit and protection of the Purpose, Objects and Principles of the Association.

9.1.2 As shall be more fully set out in the Association's Conflicts of Interest Policy, which is to be prepared by the Management Board and approved by the General Assembly, and in accordance with the procedures to be set out in such policy:

(a) Directors have a duty of impartiality.

(b) Every Director will fully and fairly disclose to the Chair of the Management Board any actual or potential conflict of interest, whether held directly or indirectly, she or the Member with which she is affiliated has in relation to any matter being addressed by the Management Board (above and beyond the interest the Member will have as a Member of the Association in common with all other Members).

(c) The Chair to whom such a declaration is made shall determine, in her reasonable discretion, whether there is in fact a conflict of interest and, if so determined, the extent to which it is necessary or appropriate to disclose such conflict to all other Directors and/or to require that the relevant Director shall not be entitled to take part in discussions of, and/or cast any vote in relation to, the matter in which the Director has the conflict. The Directors shall be required to adhere to any such determinations by the Chair.

(d) If the Chair has a conflict of interest of the kind described in clause 9.1.2 (b), the disclosure required by clause 9.1.2 (b) will be by the Chair to the Management Board and the determinations contemplated by clause 9.1.2 (c) will be by the Management Board rather than the Chair.

9.1.3 Until the conclusion of the first meeting of the General Assembly after 31 December 2011, the Association will have a Management Board of up to twelve Directors (but no less than three Directors), comprised as follows:

(a) Each Charter Member shall be entitled to appoint one Director and one substitute for such Director to the Management Board.

(b) An appointed Director's substitute may attend meetings of the Management Board when the Director cannot attend, and in such circumstances the substitute will have the same rights and obligations as the appointed Director.

(c) Each Ordinary Member shall be entitled to nominate a person for election as Director to the Management Board and nominate a person for election as substitute to the Management Board.

(d) In the event that there would be one or more vacant positions in the Management Board assuming the election of all persons nominated pursuant to clause 9.1.3. (c), each Charter Member will be entitled to nominate a maximum of two persons each for election to fill such vacancy.

(e) In the event that there would be one or more vacant positions in the Management Board assuming the election of all persons nominated pursuant to clause 9.1.3 (c) and (d), each Charter Member and each Ordinary Member will be entitled to nominate a further two persons each for election to fill such vacancy.

(f) In the event that there would be one or more vacant positions in the Management Board assuming the election of all persons nominated pursuant to clause 9.1.3 (c)-(e), the appointed Management Board members may nominate persons for election to fill such vacancy, whether from internal and external sources, whom such members reasonably believe has competent or relevant experience and/or expertise and can be expected to appropriately and adequately contribute to the Management Board's discharge of its functions and duties.

(g) Once each Charter Member has exercised its right to appoint a Director to the Management Board (or waived its right to do so), the General Assembly, in its Ordinary Meeting, shall elect the remaining Directors from among the persons nominated pursuant to clause 9.1.3(c)-(f).

(h) Any person nominated for election as a Director may, but shall not be required to, be nominated together with a person who will serve as the substitute for that Director. An elected Director's substitute may attend meetings of the Management Board when the Director cannot attend, and in such circumstances the substitute will have the same rights and obligations as the appointed Director.

(i) If an elected Director, as per clause 9.1.3 (c)-(g), resigns from the Management Board or otherwise ceases to be a Director before the end of her term, the substitute of the Director (if any), shall replace her as Director and if there is no such substitute, such vacancy shall be filled by a person appointed by the Management Board.

(j) If a Director appointed by a Charter Member, as per clause 9.1.3(a), resigns from the Management Board or otherwise ceases to be a Director before the end of her term, the substitute of the Director (if any), shall replace her.

(k) If there is no such substitute or if the Charter Member who appointed such Director prefers otherwise, such vacancy will be filled by a person appointed by such Charter Member.

9.1.4 From and after the meeting of the General Assembly in October 2012, the Association will have a Management Board of up to twelve Directors (but no less than three Directors), elected by the General Assembly and which will be intended to be comprised of a maximum of three Directors from each of the following four geographical areas:

(a) Africa;

(b) the Americas;

(d) Asia and Oceania ((a), (b), (c) and (d) together being the "Geographical Constituencies").

9.1.5 The procedure for the election of Directors from and after 2012 will be as follows:

(a) Each Member will be entitled to nominate one candidate on behalf of such Member's Geographical Constituency.

(b) At the meeting of the General Assembly in which Directors are to be elected, each Member will be entitled to vote for up to twelve nominees, provided that in no event will a Member be entitled to cast more than one vote for any nominee.

(c) The nominees elected to Director will be the three nominees for each Geographical Constituency who receive the highest number of votes among all the nominees from such Geographical Constituency.

(d) In the event that there are less than three nominees for a Geographical Constituency, then the vacancy that would result there from will be filled by the nominee for any other Geographical Constituency who received the highest number of votes but was not elected as a Director pursuant to the foregoing.

(e) In the event that any Director resigns from the Management Board or otherwise ceases to be a Director before the end of her term as a Director, the vacancy resulting there from will be filled by an appointment of a successor Director by the Management Board, with such successor Director being a person representing the same Geographical Constituency as the person who resigned or ceased to be a Director, except in the case of the resignation of a Director elected pursuant to clause 9.1.5 (d).

(f) In the event of the resignation of a Director elected pursuant to clause 9.1.5 (d) the vacancy will be filled by an appointment of a successor Director by the Management Board, with such successor Director being a person representing the Geographical Constituency with the lowest representation of Directors. If there is no one such Geographical Constituency, then the Management Board shall appoint such person as it deems most appropriate for the appointment irrespective of their Geographical Constituency.

9.1.6 At all times, all Directors will be elected to terms of two years, subject to the exceptions set forth in this clause 9.1. At the first Management Board meeting, half of the elected Directors shall be randomly assigned to an initial term of one year such that at no one point in time before 31 December 2011, will more than half of the Directors be up for election in the same year. If an uneven number of elected Directors are elected for the first term, then one more shall be assigned to the Directors with an initial term of two years.

The term of all Directors will expire upon the election of members of the Management Board of the Ordinary Meeting of the General Assembly in October 2012. In the election of the members of the Management Board in October 2012, the Directors elected who were nominees of the Geographical Constituencies of Africa and the Americas will have an initial term of one year, such that in each year after 2012 Directors on behalf of only two of the four Geographical Constituencies, on an alternating basis, will be up for election. If a Director resigns or otherwise ceases to be a Director before the expiration of her term, the person replacing her (regardless of how appointed) will have a term as a Director continuous with, and expiring at the same time as, the Director who she replaced.

9.1.7 No Director (regardless of whether she was appointed or elected) shall serve as a Director for more than 6 consecutive years, or for more than 72 months in any period of 96 months.

9.1.8 It is intended that the persons serving as members of the Management Board will, ideally, be persons with relevant and appropriate clinical, managerial or terminological backgrounds.

1.1 The name of the Association (Foreningen) is the "International Health Terminology Standards Development Organisation" (forening med begrænset ansvar) (the "IHTSDO", referred to in these Articles as the "Association").

1.2 The Association may conduct any part of its activities under the following secondary name: