Articles of Association
(vedtægter)
for
International Health Terminology Standards Development
Organisation
(As
amended on 7 December 2010)
Version 11.0
(IHTSDO)
Table of Contents
1. Name,
Place of Business and Governing Law
2. Purpose, Objects and Principles of the Association
6. Affiliates and Sponsored Territories
10. Dissolution of the Association
16. Official Business Language
17. Definitions and Interpretation
18. Schedule 1 – MEMBER CONTACT Information
19. Schedule 2 – FEE ALLOCATION PROVISIONS
20. SCHEDULE 3 - SNOMED CT INTELLECTUAL PROPERTY
“SNOMED SDO” (International Health
Terminology Standards Development Organisation (forening med begrænset ansvar));
“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)).
(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
(c) undertake
any or all activities incidental and conducive to achieving the Purpose of the
Association
for the benefit of the Members.
(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.
(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).
(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.
(a)
Charter
Members, and
(b)
Ordinary
Members.
(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;
(c) The
Danish National Board of Health as the Charter Member for Denmark;
(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,
(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.
(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);
(c) pay
within 30 days of such acceptance by the Management Board both:
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.
(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).
(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;
(c) the
Member's resignation is presented and takes effect in accordance with clause
4.5.5 of these Articles; or
(d) an
endorsement is changed or withdrawn in accordance with clause 4.7 of these
Articles.
(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
(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.
(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;
(c) receive
no part of the assets of the Association; and
(d) remain
bound by the obligations specified in clauses 5 of these Articles.
(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;
(c) receive
no part of the assets of the Association; and
(d) remain
bound by any obligations specified in clause 5 of these Articles.
(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.
(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.
(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
(b)
may remove or replace any such nominee from
time to time at its own discretion.
(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);
(c) to pay
within the required time, all Fees properly due to the Association in
accordance with these Articles;
(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);
(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).
(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.
(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.
(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.
(a) assume
control of those proceedings from the Member; or
(b) require
the Member to discontinue those proceedings.
(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.
(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;
(c) the need
to protect the rights, property and reputation of the Association; and
(d) the need
to protect the rights and property of its other Members, including any new
Member in the former Member's Territory.
(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.
(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.
(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.
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).
(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.
(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.
(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).
(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.
(a) have
specific business or matters referred for discussion by or decision of the
General Assembly;
(b) attend
meetings of the General Assembly; and
(c)
speak
at such meetings.
(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.
(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
(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.
(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.
(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;
(c) that is
or may be relevant to any resolution on which a vote is to be taken at that
General Assembly meeting.
(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.
(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.
(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.
(a)
Africa;
(b)
the
Americas;
(c)
Europe;
and
(d) Asia and
Oceania ((a), (b), (c) and (d) together being the "Geographical
Constituencies").
(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.
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.
(a) at least
four times per year, at least one of which will be held in Denmark;
(b) as requested
by two or more appointed Directors;
(c) as
requested by the Chief Executive Officer; and
(d) as
frequently as the Chair of the Management Board considers appropriate.
(a)
the decision is approved by
all Directors using a voting procedure prescribed by the Chair or the
Vice-Chair, cf. Clause 9.1.11; or
(b)
the decision is adopted
under the following conditions using a voting procedure prescribed by the Chair
or the Vice-Chair, cf. Clause 9.1.11:
i. the
majority of votes necessary and the quorum necessary for the said decision
shall be the same as at a Management Board meeting;
ii. those
Directors voting for or against the proposed decision or presenting a neutral
vote, including those voting by proxy, shall be considered present and count
towards the quorum; and
iii. unless
deemed a case of urgency by the Chair or the Vice-Chair, cf. clause 9.1.11, the
Directors have been given at least 14 days' prior written notice to consider
the proposed decision.
(a) formal
minutes of Management Board meetings are recorded, circulated to Management
Board members in draft, discussed, amended as necessary, agreed at the next
meeting of the Management Board and signed by the Chair;
(b) the
minutes contain a record of all Directors present either physically or by
alternative means;
(c) any
Director who does not agree to a resolution at the time it is made by the
Management Board is entitled to have her dissenting views recorded in the
minutes;
(d) minutes
of meetings of the Management Board are published on the Association's website,
except those parts of the minutes of the Management Board which include
information or materials of the type referred to in paragraphs (a) or (b) of
clause 8.2.14 of these Articles; and
(e) decisions
taken in accordance with clause 9.1.22 are published on the Association's website, except those
parts of the decisions which include information or materials of the type
referred to in paragraphs (a) or (b) of clause 8.2.14 of these Articles. At the
request of a Director who has voted against a decision made in accordance with
clause 9.1.22 (b)
this Director’s dissenting view shall be published along with the decision.
(a)
a
Chief Executive Officer;
(b)
a
Chief Financial Officer;
(c)
a
Chief Terminologist;
(d)
a
Chief Technical Architect;
(e) a Chief
Quality Assurance Officer; and
(f)
a Chief Implementation and Innovation Officer.
A person can hold more than one of these
positions at any one time, except that a single person may not hold the
positions of Chief Executive Officer and Chief Financial Officer
simultaneously. Although not generally intended, Directors may be appointed to
hold one or more of these positions on a temporary basis.
The Association can enter into agreements
obliging the other party to provide one of its employees to hold a position as
Executive Officer in the Association on behalf of the other party. Such agreements
can not be entered into regarding the position as Chief Executive Officer.
(a) ensure any work has:
i. a robust
and detailed requirement including a development plan which describes the
deliverables and the timing of their production;
ii. a
detailed specification of the product(s);
iii. clear
implementation guidance in all the necessary domains, which may include the
clinical, managerial/organisational and technical communities;
iv. any
conformance criteria to assess whether the standard has indeed been implemented
appropriately;
(b)
develop any rules, undertakings or arrangements
regarding whether and how SNOMED CT and the standard produced by an ISDO may
refer to each other and/or may define or be subject to mutually exclusive
scopes;
(c) represent both organisations;
(d)
provide overall management and governance of
joint work;
(e)
clarify and describe the Intellectual Property
implications of the joint work; and
(f)
secure funding for the joint work, including
its initiation, creation and maintenance.
(a)
Standing
Committees; and
(b)
Ad hoc
committees.
(a) the
Content Committee, as defined in clause 9.5;
(b) the
Technical Committee, as defined in clause 9.6;
(c) the
Implementation and Innovation Committee, as defined in clause 9.7; and
(d) the
Quality Assurance Committee, as defined in clause 9.8.
i.
Each Member will be entitled to nominate up to
three candidates on behalf of such Member's Geographical Constituency.
ii.
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.
iii.
The nominees elected will be the nominees who
receive the highest number of votes among all the nominees. The nominee from
each Geographical Constituency which receives the highest number of votes of
the nominees from that Geographical Constituency, however, shall always be
elected.
iv.
In the event that any member resigns from the
Committee or otherwise ceases to be a member before the end of her term as a
member, the vacancy resulting there from may be filled by an appointment of a
successor member by the Management Board, with such successor member being a
person representing the same Geographical Constituency as the person who
resigned or ceased to be a member.
i.
Each Member will be entitled to nominate up to
three candidates on behalf of such Member's Geographical Constituency.
ii.
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.
iii.
The nominees elected will be the nominees who
receive the highest number of votes among all the nominees. The nominee from
each Geographical Constituency which receives the highest number of votes of
the nominees from that Geographical Constituency, however, shall always be
elected.
iv.
In the event that any member resigns from the
Committee or otherwise ceases to be a member before the end of her term as a
member, the vacancy resulting there from may be filled by an appointment of a
successor member by the Management Board, with such successor member being a
person representing the same Geographical Constituency as the person who
resigned or ceased to be a member.
ii.
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.
iii.
The nominees elected will be the nominees who
receive the highest number of votes among all the nominees. The nominee from
each Geographical Constituency which receives the highest number of votes of
the nominees from that Geographical Constituency, however, shall always be
elected.
iv.
In the event that any member resigns from the
Committee or otherwise ceases to be a member before the end of her term as a
member, the vacancy resulting there from may be filled by an appointment of a
successor member by the Management Board, with such successor member being a
person representing the same Geographical Constituency as the person who
resigned or ceased to be a member.
(a) sent
by electronic communication to an address for the time being notified to the
Association by that person for that purpose;
(b)
published on a web site,
provided that the following conditions are met:
I. the
Association and that person have agreed that such documents may be accessed by
her on a web site (instead of their being sent by post or otherwise delivered
to her); and
II. that
person is notified, in a manner for the time being agreed for the purpose
between her and the Association of:
A. the
publication of the documents on a web site;
B. the
address of that web site;
C. the
place on that web site where the documents may be accessed; and
D. how such
documents may be accessed.
(a) The
Management Board shall appoint one individual as its Chair;
(b)
The Management Board shall
appoint one individual as its Vice-Chair for a renewable two year term; the
person appointed must be nominated by a Member through its representative to
the General Assembly and approved by the
majority of the members of the Member Forum; in the event that the Vice Chair resigns
from the Member Forum or otherwise ceases to be a member before the end of the
two year term, the resulting vacancy may be filled by an appointment of a
successor Vice Chair by the Management Board, with such successor Vice Chair
being a person nominated by a a Member through its representative to the General Assembly and approved by the majority
of the members of the Member Forum;
(c)
Each Member may appoint one
individual to be a member of the Member Forum through its representative to
the General Assembly and if reasonably
possible this individual will possess an appropriate and relevant background
and professional position given the functions of the Member forum; each Member
may also designate one alternate; and
(d) The
Chief Executive Officer may appoint a staff member of the Association to be a
member of the Member Forum.
(a)
the
Articles;
(b) name and
addresses of the members of the Management Board;
(c) name and
addresses of the executive directors;
(d) powers
to sign the Association, as per clause 9.14;
(e) name,
address and home municipality of the Association;
(f)
financial year of the Association;
(g) name of
the Association's External Financial Auditor.
(a) electronically
despatched notice of the Regulation to all Members, advising them of the
Regulation and the impact of any changes; and
(b) updated
the version of the Regulations publicly available through the Association's
website.
The Members shall, and shall use their
respective reasonable endeavours to procure that any necessary third parties
shall, do, execute and perform, at their own expenses, all things reasonably
necessary to give full force and effect to these Articles and any transaction
contemplated by them.
If any
part of any provision of these Articles shall be held by any court of competent
jurisdiction to be unenforceable against or by the Association, such part shall
be treated as being severable from the rest of these Articles and the validity,
legality and enforceability of the remaining provisions shall not in any way be
impaired.
17.1.1 In
these Articles, unless the contrary intention appears:
‘Ad hoc Committee’ has the meaning set
out in clause 9.9 of these Articles;
'Affiliate(s)' has the meaning set out in clause 6.1.1 of these
Articles;
‘Aggregate Annual Fee’ has the meaning
set out in clause 7.1.1(c) of these Articles;
'Aggregate Special Fee' has the meaning set out at clause 7.5.1 of
these Articles;
'Annual Fee' has the
meaning as set out at clause 7.1 of these Articles;
‘Annual Report’ means
the Association’s balance sheet prepared in accordance with clause 9.10 and
audited by the Association’s External Financial Auditor;
‘Approved Direct
Set-up Costs’ has the meaning set out in clause 7.6.4 of these
Articles;
'Articles' means
these Articles of Association and incorporates the schedules and appendices;
'Association' has the meaning given to
it in clause 1.1 of these Articles;
‘Baseline Aggregate Annual Fee’ has the
meaning set out in clause 7.3.2 of these Articles.
'Business Day' means,
in relation to the doing of any action in a place, a weekday other than a
public holiday or bank holiday in that place;
'Business Hours' means
from 9.00 am to 5.00 pm on any Business Day;
‘Chair’ means a
natural person who presides over a meeting as required under these Articles;
'Charter Members' have the meaning as
set out at clause 4.2 of these Articles;
'Committee' means an
Ad hoc Committee or a Standing Committee;
'Conflicts of
Interest Policy' is a policy to be established by the Management Board
and approved by the General Assembly, containing the rules and procedures
governing certain potential conflicts of interest relating to the Association;
'Contravention' has the
meaning given in clause 5.5.1(a) of these Articles;
‘Direct Set-Up
Costs’ has the meaning set out in clause 7.6.4 of these
Articles;
'Director' means a
natural person that participates in the management of the Association as a
member of the Management Board while that person remains a member of the
Management Board and includes a former director so far as any matter relates to
their participation while a member of the Management Board;
'Executive' and 'Executive
Officer' means a Chief Executive Officer and any other person that is
appointed to a named executive position or is directly responsible for
conducting the affairs of the Association including without limitation:
(a) appointment and direction of the
Association's personnel;
(b) managing the Association's finances and
assets;
(c) managing the Association's property
(including its Intellectual Property);
(d) conducting the Association's business
dealings with others;
(e) ensuring the Association's compliance with
its legal obligations; and
(f) making public statements and representations
on behalf of the Association;
‘External Financial
Auditor’ means the Danish
state-authorised public accountant from an international accounting firm
referred to in clause 9.10.4;
'Fee' means
the Annual Fee and the Joining Fee, or either of them;
'Fee Offset' has the
meaning set out in clause 7.6.1 of these Articles;
'Fee Offset
Balance' has the meaning set out
in clause 7.6.2 of these Articles;
'General Assembly' has the meaning as
set out in clause 8 of these Articles;
‘Geographical
Constituency’ has the meaning set out in clause 9.1.4 of these
Articles;
‘Harmonisation
Body’ has the meaning set out in clause 9.3 of these Articles;
'Insolvency Event' means,
in respect of any Member, any of the following events in relation to that
Member: (a) that Member becoming insolvent or unable to pay its debts as they
fall due; (b) that Member suspending or ceasing payment of any of its debts, or
threatening to do so, or a moratorium being imposed in respect of that Member's
indebtedness; (c) that Member proposing or making an arrangement, assignment,
composition or compromise with or for the benefit of its creditors; (d) a
liquidator, receiver, administrator, manager or similar official or any
encumbrancer being appointed over that Member or any of its assets or
undertaking; (e) the administration, winding up, bankruptcy or dissolution of
that Member, or any petition or application being presented for the same; or
(f) anything analogous to any of the events described in (a) to (e) in any
jurisdiction;
'Intellectual
Property' or 'IP' includes all copyright (including
rights in relation to phonograms and broadcasts), database rights, all rights
in relation to inventions (including patents), plant varieties, trade marks
(including service marks), designs, circuit layouts, all other rights resulting
from intellectual activity in the industrial, scientific, literary or artistic
fields and any right to have confidential information kept confidential, but
does not include moral rights or rights of performers;
'Intellectual
Property Rights' means the rights of an owner of Intellectual Property
and includes the right to register or enforce such rights wherever they exist
throughout the world;
'Intellectual
Property Terms' means the terms set out in Schedule 3 to these
Articles;
‘Internal Auditor’ means a
person elected by the General Assembly from among Members, as per clause 8.1.3,
to assist the General Assembly in discharging its role, following terms of
reference set or developed by or at the direction of the General Assembly.
‘ISDO’ means
International Standards Development Organisation as set out in clause 9.3.1 of
these Articles;
'Joining Fee' has the meaning as set out
in clause 7.2 of these Articles;
'Management Board' has the
meaning given in clause 9.1 of these Articles;
'Member' has the meaning as set out in
clause 4.1.1 of these Articles;
'NLM' means
National Library of Medicine;
'Nominated Person' has the meaning set
out in clause 5.4.1 (l) of these Articles;
'Nominated
Representative' is the person who is registered by the Association as
the representative of a Member at General Assemblies;
'Objects' has the meaning set out in
clause 2.2 of these Articles;
'Ordinary Meeting' means the annual
meeting of the General Assembly in either October or April of every year;
'Ordinary Members' have the meaning as
set out at clause 4.3 of these Articles;
'Party' in
relation to these Articles means the Association or a Member and 'Parties'
means any or all of them;
'Purpose' has the meaning set out in
clause 2.1 of these Articles;
'Principles' has the meaning set out in
clause 2.3 of these Articles;
'Regulations' means
Regulations of the Association made by the Management Board under clause 11;
'Set-up Payment' has the meaning set out
in clause 7.4.1 of these Articles;
'SNOMED CT' has the
meaning given in Schedule 3 to these Articles, and references to 'SNOMED
Clinical TermsÒ' have
the same meaning;
'Special Fee' has the meaning set out in clause 7.5.1 of
these Articles;
'Special Fee Proposal' has the meaning set out in clause 7.5.2
of these Articles;
'Sponsored Territory' has the meaning set out in
clause 6 of these Articles;
‘Sponsored Territory Fee’ has the meaning set
out in clause 6.2.3 (c) of these Articles;
'Standing
Committee' means any of the Standing Committees provided for in
clauses 9.4, 9.5, 9.6, 9.7 and 9.8;
'Super Majority' means,
in respect of any resolution tabled in a meeting of the General Assembly, that
the number of Members voting in favour of the resolution is more than two
thirds of all Members present at the meeting and also more than half of all
Members (whether present at the meeting or not);
'Terminology
Products' has the meaning given in clause 2.1.1(a), and a
reference in these Articles to the Terminology Products includes
any and all further versions, enhancements, upgrades and extensions of the
Terminology Products from time to time;
'Territory' means, subject to clause
4.1.3, the Principal Nation for or in respect to which a Member has been or may
be admitted as a member of the Association, together with any other country,
nation, state or geographical area which has been or may be deemed to be
included in such Territory for which such Member has been or may be admitted as
a member of the Association as permitted by clause 4.1.4. A Territory shall further be deemed to
include, in respect of its Principal Nation and any country, nation or state
included in the Territory pursuant to clause 4.1.4, any and all of its or their
governmental facilities or offices, whether permanent or temporary and wherever
located, and any other locations otherwise outside of such Territory where
personnel or agents of any such governments are engaged in activities by, on
behalf of or at the direction of any of such governments (provided that any
such location shall be deemed within a Territory only for purposes of such
activities).
'Working Groups' has the meaning given
under clause 9.4.8 of these Articles.
(a) the singular includes the plural and vice
versa, and a gender includes other genders;
(b) another grammatical form of a defined word
or expression has a corresponding meaning;
(c) a reference to an article, clause,
paragraph, schedule or appendix is a reference to an article, clause or
paragraph of, or schedule or appendix to, these Articles;
(d) a reference to a document or instrument
includes the document or instrument as novated, altered, supplemented or
replaced from time to time;
(e) a reference to 'US$', '$US', 'dollar' or '$'
is to United States currency;
(f) a reference to a Party to a document
(including these Articles) includes the Party's executors, administrators,
successors and permitted assigns and substitutes;
(g) a reference to a person includes a natural
person, partnership, body corporate, association, governmental or local
authority or agency or other entity;
(h) reference to a statutory provision includes
a reference to the statutory provision as modified or re-enacted or both from
time to time before the date of these Articles and any subordinate legislation
made under the statutory provision (as so modified or re-enacted) before the
date of these Articles;
(i) the meaning of general words is not limited
by specific examples introduced by 'including', 'for example' or similar
expressions;
(j) a rule of construction does not apply to the
disadvantage of a Party because the Party was responsible for the preparation
of these Articles or any part of them;
(k) if a day on or by which an obligation must
be performed or an event must occur is not a Business Day, the obligation must
be performed or the event must occur on or by the next Business Day;
(l) the headings in these Articles do not affect
its interpretation;
(m) references to the time of day are to the time
in Copenhagen; and
(n) references to writing include electronic
mail and any other mode of representing words in a visible form, provided that
it is possible to record and reproduce that representation.
Adopted at the Statutory General Assembly of
the Association on 9 March 2007.
Amended at the Extraordinary General Assembly
on 30 June 2007, at the Extraordinary General Assembly on 28 August 2007, at
the Ordinary General Assembly on 25 October 2007, at the Ordinary General
Assembly on 20 April 2008, at the Ordinary General Assembly on 29 October 2008,
at the Ordinary General Assembly on 1 April 2009, at the Ordinary General
Assembly on 5 October 2009, at the Ordinary General Assembly on 26 April 2010,
at the Ordinary General Assembly on 15 October 2010 and at the Extraordinary
General Assembly on 7 December 2010.
Betsy Humphreys
Chair at the Extraordinary
General Assembly on 7 December 2010.
(a) Full Legal name of Member
(b) Member's trading names (if different)
(c) Member's business registration number(s) and
Issuing authority/authorities
(d) Address of Registered Office
(e) Name and title of contact person authorised
to receive notices
(f) Contact person's telephone number(s)
(g) Contact person's email address
(h) Postal Address for service of notices on the
Member
(i) Facsimile number for service of notices on
the Member
(j) Office telephone number
(k) Name of Chief Executive Officer
(l) URL of Member's main website
And wherever relevant:
(m) Name of Executive(s) with responsibility for
maintenance and distribution of Terminology Products
(n) URL(s) advising how third parties may obtain
rights to use Terminology Products
(o) Name and shipping address of the office of
the person dealing with the arrangements for national release
(p) Contact name and title of the person dealing
with the arrangements for national release
(q) Telephone number of the person dealing with
the arrangements for national release
(r) Email address of the person dealing with the
arrangements for national release
(s) Name and address of the Nominated
Representative at any given time.
The information set
out below will be published on the Association website.
1.
Fair
Share Allocation of fees
Each Aggregate Annual Fee and any Aggregate
Special Fee shall be allocated amongst the Members on a fair-share allocation
basis as described below ("Fair Share Allocation").
Individual
Member's Fee = Aggregate Fee ´ (MGNI /
AGNI)
Where:
Aggregate Fee =
the amount of the Aggregate Annual
Fee or Aggregate Special Fee, as applicable
MGNI = the World Bank GNI Atlas value of the individual Member
AGNI = the aggregate of the World Bank GNI Atlas values of all
Members
Appendix 1 sets out the current World Bank GNI
Atlas values for each nation. Appendix 1
will be revised every third 30 September, commencing 30 September 2010, with
the most current World Bank GNI Atlas values then published by the World
Bank. Should the World Bank discontinue
the GNI Atlas values then the Management Board shall propose an alternative
metric to the General Assembly for approval.
Should a nation not have a World Bank GNI Atlas
value then that nation shall propose a value to the Management Board for use in
place of a World GNI Atlas Bank value and shall submit the relevant economic
data and supporting assumptions. The
Management Board shall have absolute discretion as to the determination of the
alternative value to use in place of a World Bank GNI Atlas value.
2. Fair
Share Allocation of Fee Offset Balances
For purposes of clause 7.6.1, the acceptance of
requests for Fee Offsets in respect of a specific Fee shall be allocated in
such a manner so as to equalise, among the Members requesting Fee Offsets in
respect of such specific Fee, the Fee Offset Balance divided by the World Bank
GNI Atlas value of each Member, starting with the Member with the highest such
ratio.
3. Initial
Annual Fees of Charter Members
The Annual Fee of each Charter Member in 2007
shall be payable on 27 April 2007, or on such later date as the Management
Board may specify provided that such initial Annual Fee 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. The amount of such initial Annual Fee of each
Charter Member (before application of any Fee Offsets, if any) is as set forth
below:
Table 1: 2007 Annual Fee Payments
|
Charter Member |
2007 Annual Fee |
|
Australia |
193,924 |
|
Canada |
324,523 |
|
Denmark |
78,628 |
|
Lithuania |
7,069 |
|
The Netherlands |
184,598 |
|
New Zealand |
29,550 |
|
Sweden |
115,171 |
|
United Kingdom |
722,555 |
|
United States* |
4,354,167 |
|
Total |
6,010,185 |
*In recognition of the fees already paid by the
NLM to the College of American Pathologists for the period ending 30 June 2007
under the licence agreement transferred from the College of American
Pathologists to the Association, seven nineteenths (7/19) of the value of the
fee set out in Table 1, shall be considered to have already been paid in cash
by NLM to the Association. Unless otherwise provided in an applicable Member
Contract, the balance of the United States fee (12/19) shall be payable on 1
July 2007.
4.
Set-up
Payment
On establishment of the Association the Charter
Members will make payments to the Association as described in Table 2 to enable
the Association to purchase the SNOMED CT IP from the College of American
Pathologists ("Set-up
Payments").
Table 2: Charter Member Set-up Payments
|
Charter Member |
Set-up
Payment (US Dollars) |
|
Australia |
1,100,000 |
|
Canada |
785,401 |
|
Denmark |
170,692 |
|
Lithuania |
10,789 |
|
The Netherlands |
398,343 |
|
New Zealand |
107,776 |
|
Sweden |
248,527 |
|
United Kingdom |
5,427,741 |
|
United States |
0 |
|
Total |
8,249,269 |
5.
Direct
Set-Up Costs
Table 3: Direct Set-up costs
|
Charter Member |
Description of
cost items |
Agreed Estimate
(US Dollars) |
|
U.K. |
Swiss legal costs
incurred to investigate formation of Swiss Foundation, including the cost of
developing draft Deed of Foundation; U.K. legal costs incurred to draft and
comment upon the Articles and other documentation; finance review of Support
Services Agreement; and PCM-CAP meeting room costs in Los Angeles. |
561,635.17 |
|
Denmark |
Danish legal
costs incurred to draft and comment on Articles and other documentation, and
to provide tax advice; and any and all legal registration fees, bank fees or
similar fees/expenses (including miscellaneous out of pocket expenses)
incurred to form and establish the Association as a legal entity. |
150,000.00 |
Appendix 1
World Bank GNI Atlas values
As published at http://www.worldbank.org in
September 2005.
|
Country |
World
Bank GNI Atlas value ($US) |
|
|
Albania |
6,641,208,000 |
|
|
Algeria |
73,675,930,000 |
|
|
Angola |
14,440,830,000 |
|
|
Antigua and Barbuda |
800,392,000 |
|
|
Argentina |
142,337,900,000 |
|
|
Armenia |
3,423,703,000 |
|
|
Australia |
541,173,500,000 |
|
|
Austria |
262,147,400,000 |
|
|
Azerbaijan |
7,828,371,000 |
|
|
Bangladesh |
61,229,650,000 |
|
|
Belarus |
20,856,440,000 |
|
|
Belgium |
322,837,000,000 |
|
|
Belize |
1,114,831,000 |
|
|
Benin |
3,666,842,000 |
|
|
Bhutan |
677,244,200 |
|
|
Bolivia |
8,656,203,000 |
|
|
Bosnia and Herzegovina |
7,841,470,000 |
|
|
Botswana |
7,489,853,000 |
|
|
Brazil |
552,096,300,000 |
|
|
Bulgaria |
21,326,420,000 |
|
|
Burkina Faso |
4,435,568,000 |
|
|
Burundi |
669,446,100 |
|
|
Cambodia |
4,429,573,000 |
|
|
Cameroon |
13,138,250,000 |
|
|
Canada |
905,628,500,000 |
|
|
Cape Verde |
851,677,100 |
|
|
Central African Republic |
1,225,836,000 |
|
|
Chad |
2,276,813,000 |
|
|
Chile |
78,407,490,000 |
|
|
China |
1,676,846,000,000 |
|
|
Colombia |
90,625,850,000 |
|
|
Comoros |
327,567,300 |
|
|
Congo, Dem. Rep. |
6,416,269,000 |
|
|
Congo, Rep. |
2,973,813,000 |
|
|
Costa Rica |
18,968,740,000 |
|
|
Cote d'Ivoire |
13,263,430,000 |
|
|
Croatia |
29,699,650,000 |
|
|
Cyprus |
13,633,390,000 |
|
|
Czech Republic |
93,154,710,000 |
|
|
Denmark |
219,422,200,000 |
|
|
Djibouti |
739,066,700 |
|
|
Dominica |
261,183,800 |
|
|
Dominican Republic |
18,442,810,000 |
|
|
Ecuador |
28,782,720,000 |
|
|
Egypt, Arab Rep. |
90,128,690,000 |
|
|
El Salvador |
15,613,370,000 |
|
|
Eritrea |
806,049,500 |
|
|
Estonia |
9,434,671,000 |
|
|
Ethiopia |
7,747,229,000 |
|
|
Fiji |
2,280,977,000 |
|
|
Finland |
171,023,500,000 |
|
|
France |
1,858,731,000,000 |
|
|
Gabon |
5,415,070,000 |
|
|
Gambia, The |
413,693,200 |
|
|
Georgia |
4,683,333,000 |
|
|
Germany |
2,488,974,000,000 |
|
|
Ghana |
8,090,398,000 |
|
|
Greece |
183,916,900,000 |
|
|
Grenada |
397,261,200 |
|
|
Guatemala |
26,945,200,000 |
|
|
Guinea |
3,681,113,000 |
|
|
Guinea-Bissau |
250,229,000 |
|
|
Guyana |
765,392,800 |
|
|
Haiti |
3,380,033,000 |
|
|
Honduras |
7,320,814,000 |
|
|
Hong Kong, China |
183,516,000,000 |
|
|
Hungary |
83,314,620,000 |
|
|
Iceland |
11,199,210,000 |
|
|
India |
674,580,300,000 |
|
|
Indonesia |
248,006,600,000 |
|
|
Iran, Islamic Rep. |
153,983,800,000 |
|
|
Ireland |
137,761,300,000 |
|
|
Israel |
118,123,500,000 |
|
|
Italy |
1,503,562,000,000 |
|
|
Jamaica |
7,737,844,000 |
|
|
Japan |
4,749,910,000,000 |
|
|
Jordan |
11,628,520,000 |
|
|
Kazakhstan |
33,779,570,000 |
|
|
Kenya |
14,987,320,000 |
|
|
Kiribati |
95,048,130 |
|
|
Korea, Rep. |
673,035,900,000 |
|
|
Kyrgyz Republic |
2,050,307,000 |
|
|
Lao PDR |
2,239,224,000 |
|
|
Latvia |
12,569,510,000 |
|
|
Lebanon |
22,668,260,000 |
|
|
Lesotho |
1,335,951,000 |
|
|
Liberia |
390,846,600 |
|
|
Libya |
25,256,770,000 |
|
|
Lithuania |
19,726,720,000 |
|
|
Luxembourg |
25,301,790,000 |
|
|
Macedonia, FYR |
4,854,931,000 |
|
|
Madagascar |
5,181,221,000 |
|
|
Malawi |
1,922,145,000 |
|
|
Malaysia |
117,132,200,000 |
|
|
Maldives |
752,442,500 |
|
|
Mali |
4,334,956,000 |
|
|
Malta |
4,913,202,000 |
|
|
Marshall Islands |
142,084,000 |
|
|
Mauritania |
1,210,344,000 |
|
|
Mauritius |
5,730,178,000 |
|
|
Mexico |
703,080,100,000 |
|
|
Micronesia, Fed. Sts. |
251,907,100 |
|
|
Moldova |
2,563,420,000 |
|
|
Mongolia |
1,484,228,000 |
|
|
Morocco |
46,517,850,000 |
|
|
Mozambique |
4,709,901,000 |
|
|
Namibia |
4,813,463,000 |
|
|
Nepal |
6,538,012,000 |
|
|
Netherlands |
515,147,600,000 |
|
|
New Zealand |
82,464,930,000 |
|
|
Nicaragua |
4,452,097,000 |
|
|
Niger |
2,836,014,000 |
|
|
Nigeria |
53,982,560,000 |
|
|
Norway |
238,398,000,000 |
|
|
Pakistan |
90,662,790,000 |
|
|
Palau |
137,309,700 |
|
|
Panama |
13,467,940,000 |
|
|
Papua New Guinea |
3,262,392,000 |
|
|
Paraguay |
6,752,418,000 |
|
|
Peru |
65,042,940,000 |
|
|
Philippines |
96,929,830,000 |
|
|
Poland |
232,397,700,000 |
|
|
Portugal |
149,789,700,000 |
|
|
Romania |
63,909,860,000 |
|
|
Russian Federation |
487,334,700,000 |
|
|
Rwanda |
1,875,023,000 |
|
|
Samoa |
333,216,900 |
|
|
Sao Tome and Principe |
60,076,090 |
|
|
Saudi Arabia |
242,179,800,000 |
|
|
Senegal |
6,967,273,000 |
|
|
Serbia and Montenegro |
21,714,750,000 |
|
|
Seychelles |
684,831,400 |
|
|
Sierra Leone |
1,112,714,000 |
|
|
Singapore |
104,993,600,000 |
|
|
Slovak Republic |
34,906,950,000 |
|
|
Slovenia |
29,554,530,000 |
|
|
Solomon Islands |
260,317,300 |
|
|
South Africa |
165,326,300,000 |
|
|
Spain |
875,817,500,000 |
|
|
Sri Lanka |
19,618,080,000 |
|
|
St. Kitts and Nevis |
357,004,100 |
|
|
St. Lucia |
705,540,000 |
|
|
St. Vincent and
the Grenadines |
395,776,000 |
|
|
Sudan |
18,151,570,000 |
|
|
Suriname |
996,704,600 |
|
|
Swaziland |
1,859,002,000 |
|
|
Sweden |
321,401,200,000 |
|
|
Switzerland |
356,051,900,000 |
|
|
Syrian Arab Republic |
21,124,930,000 |
|
|
Taiwan |
331,067,129,856 |
|
|
Tajikistan |
1,779,256,000 |
|
|
Tanzania |
11,560,490,000 |
|
|
Thailand |
158,703,400,000 |
|
|
Timor-Leste |
506,063,100 |
|
|
Togo |
1,868,426,000 |
|
|
Tonga |
186,242,100 |
|
|
Trinidad and Tobago |
11,359,840,000 |
|
|
Tunisia |
26,301,270,000 |
|
|
Turkey |
268,741,100,000 |
|
|
Turkmenistan |
6,615,419,000 |
|
|
Uganda |
6,911,251,000 |
|
|
Ukraine |
60,296,500,000 |
|
|
United Kingdom |
2,016,393,000,000 |
|
|
United States |
12,150,930,000,000 |
|
|
Uruguay |
13,414,320,000 |
|
|
Uzbekistan |
11,859,850,000 |
|
|
Vanuatu |
287,493,600 |
|
|
Venezuela, RB |
104,957,600,000 |
|
|
Vietnam |
45,081,910,000 |
|
|
Yemen, Rep. |
11,217,680,000 |
|
|
Zambia |
4,747,551,000 |
|
|
|
|
|
Part A
Rights and
Obligations of the Association
1. RIGHT TO GRANT LICENCES
The Association may grant licences in
respect of the International Release and in respect of any part of the
International Release.
2. INTEGRITY OF THE CORE
2.1 The Association shall have the sole right to
modify the Core or any part of it and to permit any other person to modify the
Core or any part of it.
2.2 The Association shall have the sole right to
determine the manner of formatting of the Core included within the
International Release.
3. NAMESPACE IDENTIFIERS
The
Association shall have the sole right to issue Namespace Identifiers and to
permit any other person to issue Namespace Identifiers.
4. RESERVATION OF ASSOCIATION’S RIGHTS
Other
than as expressly set out in this Part A, nothing in this Schedule 3 in any way
limits any of the Association’s rights, including any right to use, modify,
license, distribute, sell, offer for sale or otherwise exploit any Intellectual
Property Right owned by the Association.
Part B
Rights and Obligations of Members
5. MEMBERS’ RIGHTS
5.1 As a Member, each Member shall have the
right, subject to the terms of this Part B, to:
5.1.1 use, and
permit the Member’s officers, employees, agents and contractors to use, the
International Release;
5.1.2 create
National Extensions and use and modify those National Extensions;
5.1.3 create
Derivatives and use and modify those Derivatives;
5.1.4 modify
the manner of formatting of the copy of the Core distributed to the Member as
part of the International Release;
5.1.5 distribute
the Member’s National Release (including the International Release) to
Affiliates;
5.1.6 grant
licences to Affiliates to:
(a) use
the Member’s National Extensions and Derivatives forming part of the Member’s
National Release;
(b) create
Third Party Extensions from the Member’s National Extensions and use and modify
those Third Party Extensions;
(c) create
Derivatives from the Member’s National Extensions and Member’s Derivatives and
use and modify any such Derivatives created by that Affiliate;
(d) incorporate
the Member’s National Extensions and Derivatives into the Affiliate’s products;
and
(e) sub-license
the Member’s National Extensions and Derivatives, and any Derivatives and Third
Party Extensions created by the Affiliate from the Member’s National Extensions
and Member’s Derivatives, to users of the Affiliate’s products;
5.1.7 grant licences to other Members (each such
Member being a “Licensee Member”, and
the Member granting the licence being the “Licensor Member”) to:
(a) use
the Licensor Member’s National Extensions and Derivatives forming part of the
Licensor Member’s National Release;
(b) incorporate
the Licensor Member’s National Extensions into the Licensee Member’s own
National Extensions and use and modify any such National Extensions created by
the Licensee Member;
(c) create
Derivatives from the Licensor Member’s National Extensions and use and modify
those Derivatives; and
(d) sub-license
the Licensor Member’s National Extensions and Derivatives, and any Derivatives
and National Extensions created by the Licensee Member from the Licensor
Member’s National Extensions, to Affiliates; and
5.1.8 distribute
the Member’s products containing the International Release (or any part of it)
to persons other than Affiliates and other Members, provided that the use by
such persons of the Member’s products is subject to an end user licence
agreement that:
(a) gives
the licensee only those rights in respect of the International Release as are
strictly necessary for the licensee’s use of the Member’s products; and
(b) includes
terms that the Member reasonably considers necessary or desirable to protect
the Association’s Intellectual Property, including such terms as the
Association may prescribe by Regulations.
5.2 A
Member’s rights under paragraph 5.1 are:
5.2.1 non-exclusive;
and
5.2.2 non-transferable,
except with the prior consent of the Association.
5.3 A Member may only use the International
Release, and must ensure that its officers, employees, agents and contractors
only use the International Release:
5.3.1 for the
Member’s internal business purposes (including the creation by the Member of
National Extensions and Derivatives and the distribution by the Member of its
National Release);
5.3.2 in the
development and operation of the Member’s information systems;
5.3.3 for the
Member’s research purposes; and/or
5.3.4 in the
Member’s systems (including browsers and data analysis systems) made available
to the general public for accessing and/or retrieving any part of the
International Release and/or the Member’s National Release and/or data encoded
using the foregoing, provided that if those systems are used by persons other
than Affiliates, those users are not able to extract any substantial portion of
SNOMED CT.
5.4 Each Member shall ensure that its use of the
International Release, and the use by its officers, employees, agents and
contractors of the International Release, complies with all Regulations made by
the Association from time to time.
5.5 Each Member shall comply with the Internet
security measures prescribed by the Association by Regulations from time to
time.
5.6 Each Member must distribute its National
Release in such manner that no person may access any part of the National
Release without first entering into a licence agreement with the Association on
the Affiliate Licence Terms, and thereby becoming an Affiliate. The Association may prescribe by Regulations
the manner in which a Member is required to ensure that its National Release is
only distributed to persons who are Affiliates.
5.7 A Member may distribute the Core as part of
its National Release in a format that has been modified in accordance with
paragraph 5.1.4, provided that the Member also distributes the Core as part of
its National Release in the same format as the Core is distributed by the
Association as part of the International Release.
5.8 Each licence granted by a Member under
paragraph 5.1.6 must comply with the requirements set out in paragraph 7.
5.9 Subject to paragraph 5.1.4, no Member may:
5.9.1 modify
any part of the Core distributed to it as part of the International Release; or
5.9.2 grant or
purport to grant any right to any person (including any Affiliate) to modify
any part of the Core distributed to it as part of the International Release.
5.10 No Member shall acquire any right, title or
interest in or to the International Release or any part of it, other than as
expressly provided in this Part B.
5.11 Each Member shall have the right to prescribe
reasonable conditions, consistent with the Articles, in relation to the use
and/or distribution by Affiliates of the International Release, and Affiliates’
products containing the International Release (or any part of it), within the
Member’s Territory. Any Member
prescribing any such conditions shall promptly publish those conditions in a
manner reasonably likely to bring them to the attention of Affiliates, and
shall provide a copy of those conditions to the Association.
6. DURATION OF RIGHTS
6.1 The
rights of each Member under paragraph 5.1 shall:
6.1.1 commence
upon that Member becoming a Member; and
6.1.2 automatically
terminate upon that Member ceasing to be a Member, except as expressly provided
in paragraph 6.2.
6.2 If a Member ceases to be a Member, without
being replaced in accordance with clause 4.4 of these Articles, and subject to
paragraph 6.3, the Member’s rights under paragraphs 5.1.1 to 5.1.8 (except
5.1.2) shall continue following the Member ceasing to be a Member, but:
6.2.1 the
Member’s rights under those provisions in respect of the International Release
(itself and as part of the Member’s National Release) shall be limited to the
most recent version of the International Release on the date that the Member
ceased to be a Member and the Member shall have no rights in respect of any
subsequent version of the International Release;
6.2.2 the
Member’s rights under paragraph 5.1.3 shall be limited to non-Standards-Based
Derivatives; and
6.2.3 while
the Member may not create new National Extensions after the date the Member
ceased to be a Member it may continue to use National Extensions created before
the date the Member ceased to be a Member.
6.3 If a Member ceases to be a Member, without
being replaced in accordance with clause 4.4 of these Articles, and a new
Member is subsequently admitted in the former Member’s Territory in accordance
with clause 4.3 of these Articles, the former Member’s rights that are
continued under paragraph 6.2 shall automatically terminate.
7. LICENCES GRANTED BY MEMBERS
7.1 Each
licence granted by a Member under paragraph 5.1.6 must:
7.1.1 not
conflict with any provision of the Affiliate Licence Terms;
7.1.2 provide
that no rights are granted under it other than to a person who is an Affiliate;
7.1.3 not
grant or purport to grant any licence or other right to the Affiliate in
respect of the International Release or any part of it;
7.1.4 not
confer or purport to confer any obligation or liability on the Association;
7.1.5 provide
that, upon that Member being replaced in accordance with clause 4.4 of these
Articles, the outgoing Member’s rights and obligations under the licence shall
automatically transfer to the replacement Member;
7.1.6 survive
the Member ceasing to be a Member in accordance with clauses 4.5.3 or 4.5.5 of
these Articles, and not be terminable by the Member except in the same
circumstances as the Association may terminate a licence with an Affiliate
under the Affiliate Licence Terms;
7.1.7 provide
that the Affiliate may not create any Standards-Based Third Party Extension or
any Standards-Based Derivative from the Member’s National Extensions unless
that Affiliate has been issued with a Namespace Identifier in accordance with
paragraph 9;
7.1.8 require
the Affiliate to ensure that all Standards-Based Third Party Extensions and
Standards-Based Derivatives that the Affiliate creates from the Member’s
National Extensions are created and maintained in accordance with, and comply
with, all applicable Standards;
7.1.9 provide that either:
(a) the
Member shall own all Intellectual Property Rights in all Standards-Based Third
Party Extensions that the Affiliate creates from the Member’s National
Extensions; or
(b) the
Affiliate shall own all Intellectual Property Rights in all Standards-Based
Third Party Extensions that the Affiliate creates from the Member’s National
Extensions, but that the Affiliate may not assign or otherwise transfer those
Intellectual Property Rights to any other person unless (i) that person is an
Affiliate and has a Namespace Identifier; and (ii) the transfer is notified in
writing to both the Member and the Association within thirty (30) days after
the transfer;
7.1.10 provide
that either:
(a) if
agreed between the Member and the Affiliate, the Member shall own all
Intellectual Property Rights in all Standards-Based Derivatives that the
Affiliate creates from the Member’s National Extensions and Derivatives; or
(b) the
Affiliate shall own all Intellectual Property Rights in all Standards-Based
Third Party Derivatives that the Affiliate creates from the Member’s National
Extensions, but that the Affiliate may not assign or otherwise transfer those
Intellectual Property Rights to any other person unless (i) that person is an Affiliate
and has a Namespace Identifier; and (ii) the transfer is notified in writing to
both the Member and the Association within thirty (30) days after the
transfer;
7.1.11 provide
that:
(a) if
requested by the Member, the Affiliate shall transfer to the Member, or to such
other person as the Member may nominate (including the Association), all of its
Intellectual Property Rights in such Standards-Based Third Party Extensions (or
parts thereof) created by the Affiliate from the Member’s National Extensions
as the Member may specify;
(b) if
requested by the Member and agreed by the Affiliate in the Affiliate’s sole
discretion, the Affiliate shall transfer to the Member, or to such other person
as the Member may nominate (including the Association), all of its Intellectual
Property Rights in such Standards-Based Derivatives created by the Affiliate
from the Member’s National Extensions as the Member may specify; and
(c) upon
the transfer to the Member of the Intellectual Property Rights in any Third Party
Extension (or part thereof) or Derivative in accordance with sub-paragraph (a)
or (b) of this paragraph 7.1.11:
(i) responsibility for the maintenance and
distribution of that Third Party Extension (or part thereof) or Derivative
shall also transfer from the Affiliate to the Member or other transferee
nominated by the Association (as the case may be); and
(ii) accordingly, in the case of a Third Party
Extension, that SNOMED CT Content shall cease to be a Third Party Extension and
shall become part of the Member’s National Extensions (if transferred to the
Member) or the Core (if transferred to the Association).
7.2 Any licence granted or purported to be
granted under paragraph 5.1.6 that does not comply with the requirements set
out in paragraph 7.1 shall be void but the Association may, by Resolution of
the Management Board, give retrospective permission to the Member to grant that
licence, in which case that licence shall not be void by virtue of this
paragraph 7.2.
7.3 A licence granted by a Member under paragraph
5.1.6 may: (i) limit the Affiliate’s rights to the Member’s Territory; (ii)
limit the Affiliate’s rights to the Member’s Territory together with the
Territories of other Members from time to time; or (iii) not be subject to any
territorial limitation. A Member shall
notify the Association as soon as reasonably practicable, and in any event
within thirty (30) days, after granting any licence as described in
sub-paragraphs (ii) or (iii) of this paragraph 7.3, and the Association shall
publish the details of that licence to other Members.
7.4 Any licence fees and other amounts charged by
a Member under licences granted under clause 5.1.6 or clause 5.1.8 shall be
calculated and set by the Member at no greater a level than the Member
estimates, in good faith, will allow it to recover its costs incurred in
connection with its membership of the Association and activities performed
pursuant to that membership.
7.5 Each
Member shall comply with such Regulations as the Association may prescribe from
time to time for the purpose of:
7.5.1 ascertaining
a Member’s compliance with paragraph 7.4; and
7.5.2 determining
the action that a Member is required to take if it earns licence fees or other
amounts in excess of the level specified in paragraph 7.4 (which may include,
without limitation: (i) the Member reducing its licence fees or other amounts
for future periods; (ii) the Member reimbursing some or all of the excess
licence fees or other amounts to some or all Affiliates or other persons; and
(iii) the Member accounting to the Association for some or all of the excess
licence fees or other amounts).
8. NATIONAL EXTENSIONS AND DERIVATIVES
8.1 Each Member shall ensure that all
Standards-Based National Extensions and Standards-Based Derivatives that it creates
are created and maintained in accordance with, and comply with, all applicable
Standards including the Association’s quality assurance processes.
8.2 Subject to paragraphs 8.3, 8.4, 8.9 and 8.10,
each Member shall own all Intellectual Property Rights in all National
Extensions and Derivatives that it creates.
8.3 A Member shall, if requested by the
Association, transfer to the Association all of its Intellectual Property
Rights in such Standards-Based National Extensions (or parts thereof) as the Association
may specify.
8.4 A Member shall, if requested by the
Association and agreed by the Member in the Member’s sole discretion, transfer
to the Association all of its Intellectual Property Rights in such
Standards-Based Derivatives created from the Core as the Association may
specify.
8.5 Upon the transfer to the Association of the
Intellectual Property Rights in any National Extension (or part thereof) or
Derivative in accordance with paragraph 8.3 or 8.4:
8.5.1 responsibility
for the maintenance and distribution of that National Extension (or part
thereof) or Derivative shall also transfer from the Member to the Association;
8.5.2 accordingly,
in the case of a National Extension, that SNOMED CT Content shall cease to be a
National Extension and shall become part of the Core; and
8.5.3 Until
that National Extension (or part thereof) or Derivative becomes part of the
International Release the Member shall have the same rights and obligations in
relation to that National Extension (or part thereof) or Derivative that the
Member has in relation to the International Release.
8.6 A
Member shall, if requested by the Association:
8.6.1 require
an Affiliate (in accordance with sub-paragraph (a) of paragraph 7.1.11) to
transfer to the Member, or to such other person as the Association may nominate
(including the Association itself), the Affiliate’s Intellectual Property
Rights in such Standards-Based Third Party Extensions (or parts thereof)
created by the Affiliate from the Member’s National Extensions as the
Association may specify to the Member; and
8.6.2 seek an
Affiliate’s consent (in accordance with sub-paragraph (b) of paragraph 7.1.11)
to transfer to the Member, or to such other person as the Association may
nominate (including the Association itself), the Affiliate’s Intellectual
Property Rights in such Standards-Based Derivatives created by the Affiliate
from the Member’s National Extensions as the Association may specify to the
Member.
8.7 The Association shall reimburse a Member for
all costs and expenses incurred by the Member in obtaining an Affiliate’s
consent in accordance with paragraph 8.6.2 (including any sums paid to the
Affiliate in consideration for the transfer of its Intellectual Property Rights
in accordance with that paragraph), provided that the Member obtains the
Association’s prior approval before incurring any such costs or expenses.
8.8 A Member shall, if requested by the
Association or another Member, provide the Association or other Member (as the
case may be) with full details of the specification for the process that the
Member has used to create any Derivative that is not a Standards-Based
Derivative.
8.9 A Member shall, if requested by the
Association or another Member, provide the Association or other Member (as the
case may be) with sufficient information, co-operation and assistance in
relation to any of the Member’s National Extensions and Derivatives to enable
the Association or other Member (as the case may be) to make an assessment
about whether the Intellectual Property Rights in those National Extensions or
Derivatives should be transferred to the Association in accordance with
paragraphs 8.3 and 8.4.
8.10 If a Member is replaced in accordance with
clause 4.4 of these Articles, all Intellectual Property Rights in the former
Member’s National Extensions and the former Member’s Derivatives shall
automatically transfer to the replacement Member.
8.11 If a Member ceases to be a Member otherwise
than as described in paragraph 8.10, all Intellectual Property Rights in the
former Member’s National Extensions and the former Member’s Derivatives shall
transfer to such person as the national government of the former Member’s
Territory may nominate (unless the national government waives such transfer)
or, in default of such nomination or waiver, to such person as the Association
may nominate (including the Association itself).