ARTICLES OF THE ECHONET CONSORTIUM

CHAPTER 1. GENERAL PROVISIONS

ARTICLE 1 (Name)

 
This Consortium shall be known as "the ECHONET Consortium" (hereinafter referred to as "the Consortium").


ARTICLE 2 (Purpose)

 
The purpose of the Consortium is to develop the foundations/infrastructure for, and to promote awareness of among the general public, a next-generation home network system for, among other structures, detached houses, apartment houses, shops, and small buildings.


ARTICLE 3 (Projects)
 
To achieve its purpose as provided for in the preceding Article, the Consortium shall undertake the following projects:
  (1) Formulate specifications and develop the foundations/infrastructure for a next-generation home network system, including, but not limited to, the physical layer, upper/lower protocols, middleware, and APIs.
(2) Disclose specifications for the areas set forth in (1) above and conduct standardization activities with respect thereto.
(3) Promote public awareness of next-generation home network systems.
(4) Such activities as may otherwise be necessary to accomplish the purpose of the Consortium.

ARTICLE 4 (Matters Delegated to Regulations)
 
Necessary matters other than those prescribed in these Articles shall be stipulated separately in the Regulations.


CHAPTER 2. MEMBERSHIP

ARTICLE 5 (Classes of Members and Qualifications)

   
 
1. The Consortium shall be comprised of Class A Members, Class B Members, Class A' Members, Class B' Members, and Academic Members.
2. A Class A Member shall be a corporate body or public organization (hereinafter referred to as a "corporation etc.") which approves of the purpose and activities of the Consortium, which has applied for Class A Membership, and which the Steering Committee has approved as being able to make a technical contribution to the Consortium. The criteria for determining ability to make a technical contribution shall be as specified in the Regulations stipulated in Article 4.
3. A Class B Member shall be any corporation etc. which approves of the purpose and activities of the Consortium and which has applied for Class B Membership.
4. A Class A' Member or Class B' Member shall be a corporation etc. affiliated with a Class A Member or Class B Member, which Class A Member or Class B Member has completed the prescribed registration procedures on its behalf, with the proviso that that corporation etc. shall be recognized as a Class A' Member or Class B' Member as long as the Class A Member or Class B Member in question directly or indirectly holds 50% or more of its total voting rights.
5. In the event of such circumstances as a transfer of, change in, or nullification of a Member's status due to company merger, sale of business, reorganization, or any other reason, the relevant Member shall promptly give notice thereof to the Consortium, and obtain as necessary the approval of the Steering Committee.
6. An Academic Member shall be any national university corporation, public university corporation, or other school-related corporate body that approves of the purpose and projects of the Consortium or any public corporation or public institution having education or research purposes that are similar to a school-related corporate body (hereinafter referred to as "school corporation, etc."), and shall be a person recognized by the Steering Committee as being capable of contributing to the Consortium’s public awareness activities. However, any corporation, etc., approved by the Steering Committee as a Class A Member based on Article 5.2 shall be excluded.

ARTICLE 6 (Admission of Members; Member's Representatives)
   
 
1. An applicant for a membership in the Consortium may be admitted as a Member through the prescribed procedures by completing an application for admission. The prescribed procedures shall be as specified in the Regulations stipulated in Article 4.
2. Class A Member, Class B Member, or Academic Member shall register with the Consortium the name of a representative authorized to exercise its rights within/for the Consortium (which authorized representative shall hereinafter referred to as the "Member's Representative"). In the event of a change in the Member's Representative, the Member shall promptly give notice thereof to the Consortium.
3. In the event that a Class A or Class B Member wishes to register an affiliated corporate body as a Class A' or Class B' Member, it shall submit a registration application specifying the affiliated corporate body in question. Class A' or Class B' membership shall become effective as of the date that the Secretariat receives the said application.

ARTICLE 7 (Membership Dues)
   
 
1. Class A and Class B Members shall pay their annual dues, as separately prescribed according to their class of membership, to the Consortium.
2. The Consortium shall not be liable for refund of the dues paid to it, regardless of the grounds for the claim therefor, even if a Member withdraws from the Consortium or is disqualified as a Member.
3. Matters not prescribed in this Article shall be governed by the Regulations stipulated in Article 4.

ARTICLE 8 (Compliance with the Articles Etc.)
   
 
1. Each Member shall comply with the rules of the Consortium (including these Articles) and its duties as a Member.
2. A Class A Member or Class B Member shall ensure that any Class A' Member or Class B' Member affiliated with it complies with the rules of the Consortium (including these Articles) and its duties as a Member.
3. A Class A Member or Class B Member shall bear joint liability with any Class A' Member or Class B' Member affiliated with it for the actions of that Class A' or Class B' Member.
4. A Class A' Member or Class B' Member shall not work against the interests of Consortium through actions taken against the will of the Class A Member or Class B member that comprises its parent company, even if such actions do not violate the rules of the Consortium (including these Articles).

ARTICLE 9 (Disqualification of Membership and Penal Action)
   
 
1. Disqualification of membership in the Consortium shall occur in any of the following circumstances:
(1) Withdrawal.
(2) Expulsion.
(3) If a Member has been declared bankrupt or placed under the protection of the Corporate Rehabilitation Law or the Civil Rehabilitation Law.
(4) If a corporation, etc., or school corporation, etc., that is a Member has ceased to exist as an organization.
2. Any Member wishing to withdraw from the Consortium shall give written notice to that effect to the Consortium.
3. The Board of Directors may expel any Member that it fears may commit or that has committed any of the actions listed below. An expelled Member shall generally not be readmitted except under certain requisite conditions prescribed in these Articles or the Regulations.
(1) Any act that violates confidentiality, including the disclosure of the ECHONET Specification and/or related information to a third party before the ECHONET Specification is released officially.
(2) An illegitimate patent application using the ECHONET Specification and/or related information.
(3) Any act in violation of Article 8.1 or 8.2.
(4) Failure to pay membership dues and failure to comply with a claim for payment thereof.
(5) Any act other than those specified above that, in the opinion of the Board of Directors, damages the good name or any Member or of the Consortium, or obstructs the activities of the Consortium.
4. In the event that the Steering Committee deems a Member to be culpable of any of the acts listed above, it may, before expelling it, suspend the membership rights stipulated in these Articles or the Regulations, including the right to receive disclosure of the Consortium's classified material, and the right to review the ECHONET Specification or to participate in any of the committees (which suspension of rights shall hereinafter be referred to as "suspension of membership").
5. If a Class A or Class B Member is disqualified or suspended from membership, any corporation affiliated with it that is a Class A' or Class B' Member shall be disqualified or suspended from membership at the same time.
6. Even if a Member is disqualified from membership, it shall be liable for compensation in the event that the Consortium has suffered damages, whether due to failure to pay the dues prescribed in these Articles or the Regulations, or due to breach of trust on the part of the said Member.
7. The Board of Directors and Steering Committee shall, before taking the penal action mentioned in Clause 4 of this Article, arrange an opportunity for the Member to present its position itself, though this provision shall not necessarily apply in the case of Clause 3(4).
8. Procedures for readmission to the Consortium or lifting of a suspension of membership shall be governed by the Regulations stipulated in Article 4.

CHAPTER 3. OFFICERS

ARTICLE 10 (Officers)
   
 
1. The Consortium shall have officers consisting of a Chairman of the Board, multiple Directors, and not more than two Statutory Auditors.
(1) The Chairman of the Board, to be elected by and from the Board of Directors, shall represent the Consortium and preside over the affairs thereof.
(2) The Directors shall, in their status as members of the Board of Directors, discuss and decide the matters stipulated in Article 12.1.
(3) Statutory Auditors shall possess the following powers:
i)
To audit accounts.
ii)
To monitor the Directors' performance of their duties.
iii)
To report to a General Meeting any impropriety that they may discover in the accounts or in performance of duties.
iv)
To request the calling of a General Meeting or a meeting of the Board of Directors, or to call a General Meeting themselves, if necessary in order to make a report such as stipulated in the preceding item.
2. Class A Members may nominate one candidate for Director from among their own officers or employees or those of the corporations etc. that comprise their own Class A' Members.
3. Statutory Auditors shall be elected and dismissed at a General Meeting.
4. The term of a Director or Statutory Auditor shall run until the conclusion of the regular General Meeting for the last fiscal year within two (2) years of their taking office, without prejudice to re-election.
5. The post of Statutory Auditor and Director may not be held simultaneously.

CHAPTER 4. GENERAL MEETINGS

ARTICLE 11 (General Meetings)
   
 
1. General Meetings shall be called by the Chairman of the Board to discuss and approve the matters listed below. When a General Meeting is called, notice shall be provided at least seven (7) days in advance of the date, time, and venue of the Meeting and of the items on the agenda.
(1) Operation plans and budgets for income and expenditure;
(2) Statements of operations and accounts closed at each year-end;
(3) Any matters relating to a request such as prescribed in Clause 9; and
(4) Such other matters as may deemed necessary by the Board of Directors.
2. A General Meeting shall be held once annually and, in addition, on the occasions stipulated elsewhere in these Articles.
3. A General Meeting shall be comprised of the Class A Members and Class B Members defined in Article 5. Any other persons whose presence is deemed necessary by the Board of Directors may also attend a General Meeting. These persons shall not possess the right to vote at the General Meeting.
4. The Chairman of the Board shall serve as the Chairman of the General Meeting. In the event the Chairman of the Board is not available, a Director shall serve as Chairman on his/her behalf.
5. A quorum for a General Meeting shall constitute one third (1/3) of those with the right to vote at a General Meeting.
6. Class A and Class B Members shall exercise one vote each at a General Meeting. However, any Member subject to restrictions on the exercise of membership rights or any Member with a special interest in the matter being decided shall not have the right to vote.
7. A Member unable to attend the General Meeting may submit the prescribed power of attorney in lieu of attendance.
8. Matters on the agenda of a General Meeting shall, as a general rule, be approved by a majority of all the Class A Members and Class B Members present thereat. In the event of a tie, the Chairman of the General Meeting shall decide the issue.
9. One fifth (1/5) of those Members who have held voting rights for at least six continuous (6) months may request that the Board of Directors call a General Meeting, upon stipulating the matter that constitutes the purpose of the Meeting.
10. The Director of the Secretariat shall enter the minutes of the proceedings promptly after the General Meeting has concluded, and the Chairman of the General Meeting and the Chairman of the Steering Committee shall sign those minutes after the General Meeting, and shall file or keep a record of them at the Secretariat in order to make them available for the inspection of Members. In case of absence of the Chairman of the Steering Committee, the Director of the Secretariat shall assign the task of signing the minutes to one (1) of the members of the Steering Committee in attendance.

CHAPTER 5 BOARD OF DIRECTORS

ARTICLE 12 (Board of Directors)
   
 
1. A Board of Directors meeting shall be called by the Chairman of the Board in order to discuss and decide the following matters:
(1) Operation plans and budgets for income and expenditure;
(2) Statements of operations and accounts closed at each year-end;
(3) Elections of Directors; and
(4) Such other matters as may be deemed necessary.
2. The Board of Directors meeting shall be held regularly once a year and, in addition, whenever the Chairman of the Board requests it, whenever at least two thirds (2/3) of the Directors request it, or whenever a Statutory Auditor or the Steering Committee requests it. In such cases the Board of Directors meeting may be conducted in writing, with the items on the agenda being distributed in writing to all the Directors and each Director being requested to submit his/her views in writing.
3. A quorum for a Board of Directors meeting shall constitute at least two-thirds (2/3) of the full complement of Directors, except if the meeting is conducted in writing as described in the preceding clause.
4. The matters stipulated in Clause 1, Items (1) and (2), as well as any other matters as deemed necessary by the Board of Directors, shall, upon being adopted by a Board of Directors meeting, require the approval of a General Meeting. In the case of all other matters the decision of the Board of Directors shall be final.
5. The Board of Directors shall be comprised of the Chairman and Directors, the number of which Directors shall not exceed the number of Class A Members. Any other person whose presence at a Board Meeting is deemed necessary by the Board of Directors may also attend, though such persons shall not be included in the quorum.
6. The Chairman of the Board shall serve as the Chairman of the Board of Directors meeting. In the event the Chairman of the Board is not available, a Director shall serve as Chairman on his/her behalf.
7. In the event of retirement of a Director during his/her term, another Director may be nominated as successor from the same corporate body or organization to which the retiring Director belongs, to serve for the remainder of the term of the retiring Director. Upon resigning or reaching the end of his/her term, a Director shall continue to serve until his/her successor assumes office.
8. Directors shall exercise one vote each at a Board of Directors meeting. Any person other than a Director who attends a Board of Directors meeting with the Board's approval shall not have the right to vote at the meeting.
9. A Director may delegate either another individual from the Class A Member or Class A' Member to which he/she belongs, or another Director, to attend a Board of Directors meeting on his/her behalf and exercise his/her vote there.
10. Decisions of the Board of Directors shall be passed by a majority of the votes present. In the event of a tie, the Chairman shall decide the issue.
11. The Director of the Secretariat shall enter the minutes of the proceedings promptly after the General Meeting has concluded, and the Director designated by the Board of Directors shall sign those minutes after the meeting, and shall file them at the Secretariat. In case of absence of the designated Director, the task of signing the minutes shall be assigned to the individual who attended on his/her behalf.

CHAPTER 6. COMMITTEES

ARTICLE 13 (Steering Committee)
   
 
1. The Steering Committee shall execute the decisions made by the General Meeting and oversee such bodies as the Technical Committee, the Promotion Committee, and the Working Groups.
2. A Steering Committee meeting may be convened, as occasion demands, at the call of the Chairman thereof or of at least two-thirds (2/3) of the Members thereof, or at the request of the Board of Directors, in order to discuss and decide the following matters:
(1) Discussions concerning operation plans and budgets for income and expenditure.
(2) Discussions concerning statements of operations and accounts closed at each year-end.
(3) Screening for admission of Class A Members.
(4) Screening for admission of Academic Members and limitation of rights.
(5) Organization of the Technical Committee, the Promotion Committee, and the Working Groups.
(6) Overall coordination with respective Committees.
(7) Holding and operation of forums.
(8) External relations as typified by collaboration or joint research with outside organizations.
(9) Drafting revisions to the Articles and enacting, revising, and repealing Regulations.
(10) Disclosing documentation etc. to specific parties.
(11) Such other matters as may be deemed necessary.
3. Class A Members shall nominate one Representative Steering Committee Member from among their own employees or those of their own Class A' Members.
4. The matters stipulated in Clause 1, Items (1) and (2), as well as any other matters as deemed necessary by the Steering Committee, shall, upon being adopted by a Steering Committee meeting, require the approval of the Board of Directors. In the case of all other matters the decision of the Steering Committee shall be final.
5. The Steering Committee shall be comprised of all the Representative Steering Committee Members defined in Clause 3. Any other person whose presence at a meeting is deemed necessary by the Steering Committee may also attend as a Steering Committee Member. Representative Steering Committee Members shall exercise one vote each at a Steering Committee meeting. Any person other than a Representative Steering Committee Member who attends a Steering Committee meeting with the Committee's approval shall not have the right to vote at the meeting. A Steering Committee meeting may not be convened unless at least two-thirds (2/3) of the voting Committee Members are present. A Representative Steering Committee Member may delegate a Steering Committee Member from the Class A Member or Class A' Member to which he/she belongs to attend a Steering Committee meeting on his/her behalf and exercise his/her vote there.
6. The Chairman and Vice Chairman of the Steering Committee shall be elected by and from its members.
7. The term of the Chairman and Vice Chairman of the Steering Committee and of Steering Committee Members shall be two (2) years, without prejudice to re-election.
8. Decisions of the Steering Committee shall be passed by a majority of the voting Steering Committee Members present. In the event of a tie, the Chairman shall decide the issue.
9. The Chairman of the Steering Committee, or an individual designated by him/her, shall enter the minutes of the proceedings promptly after a meeting has concluded and file them at the Secretariat.

ARTICLE 14 (Forums)
   
 
1. The Consortium shall hold/present forums for the purpose of disseminating the technologies developed and promoting the exchange of opinions regarding related needs.
2. Class A Members, Class B Members, Class A' Members, Class B' Members, Academic Members, and persons approved by the Steering Committee may participate in the said forums.
3. Forums shall be held twice a year, though their frequency may be altered by decision of the Steering Committee. The Steering Committee shall set the date on which a forum shall be held.

ARTICLE 15 (Technical Committee)
   
 
1. The Technical Committee shall undertake overall development and planning of foundations/infrastructure for the home network, as well as conduct overall coordination of the various Working Groups that it oversees.
2. Class A Members shall nominate one Representative Technical Committee Member from among their own employees or those of their own Class A' Members.
3. The Technical Committee shall be comprised of all the Representative Technical Committee Members defined in Clause 2. Any other person whose presence at a meeting is deemed necessary by the Technical Committee may also attend as a Technical Committee Member. Representative Technical Committee Members shall exercise one vote each at a Technical Committee meeting. Any person other than a Representative Technical Committee Member who attends a Technical Committee meeting with the Committee's approval shall not have the right to vote at the meeting. A Technical Committee meeting may not be convened unless at least two-thirds (2/3) of the voting Committee Members are present. A Representative Technical Committee Member may delegate a Technical Committee Member from the Class A Member or Class A' Member to which he/she belongs to attend a Technical Committee meeting on his/her behalf and exercise his/her vote there.
4. The Chairman and Vice Chairman of the Technical Committee shall be elected by and from its members.
5. The term of the Chairman and Vice Chairman of the Technical Committee and of Technical Committee Members shall be two (2) years, without prejudice to re-election.
6. Decisions of the Technical Committee shall be passed by a majority of the voting Technical Committee Members present. In the event of a tie, the Chairman shall decide the issue.
7. The Chairman of the Technical Committee, or an individual designated by him/her, shall enter the minutes of the proceedings promptly after a meeting has concluded and file them at the Secretariat.

ARTICLE 16 (Promotion Committee)
   
 
1. The Promotion Committee shall undertake overall planning regarding efforts to promote diffusion of home network technology, as well as conduct overall coordination of the various Working Groups that it oversees.
2. Class A Members shall nominate one Representative Promotion Committee Member from among their own employees or those of their own Class A' Members.
3. The Promotion Committee shall be comprised of all the Representative Technical Committee Members defined in Clause 2. Any other person whose presence at a meeting is deemed necessary by the Promotion Committee may also attend as a Promotion Committee Member. Representative Promotion Committee Members shall exercise one vote each at a Promotion Committee meeting. Any person other than a Representative Promotion Committee Member who attends a Promotion Committee meeting with the Committee's approval shall not have the right to vote at the meeting. A Promotion Committee meeting may not be convened unless at least two-thirds (2/3) of the voting Committee Members are present. A Representative Promotion Committee Member may delegate a Promotion Committee Member from the Class A Member or Class A' Member to which he/she belongs to attend a Promotion Committee meeting on his/her behalf and exercise his/her vote there.
4. The Chairman and Vice Chairman of the Promotion Committee shall be elected by and from its members.
5. The term of the Chairman and Vice Chairman of the Promotion Committee and of Promotion Committee Members shall be two (2) years, without prejudice to re-election.
6. Decisions of the Promotion Committee shall be passed by a majority of the voting Promotion Committee Members present. In the event of a tie, the Chairman shall decide the issue.
7. The Chairman of the Promotion Committee, or an individual designated by him/her, shall enter the minutes of the proceedings promptly after a meeting has concluded and file them at the Secretariat.

ARTICLE 17 (Working Groups)
   
 
1. The Steering Committee, the Technical Committee, and the Promotion Committee may, in accordance with their respective policies, establish Working Groups under their own aegis in order to assist them.
2. A Working Group shall as a rule be comprised of Class A Members and Class A' Members, although participation by Class B Members and Class B' Members may also be allowed if the overseeing Committee so requests.
3. The Chairman and Vice Chairman of a Working Group shall be elected by and from its members.
4. The term of the Chairman and Vice Chairman of a Working Group and of the Working Group members shall be two (2) years, without prejudice to re-election.
5. A Working Group shall report its deliberations to its overseeing Committee, and the overseeing Committee shall pay due regard to that report.
6. An individual designated by the Chairman or Vice Chairman of a Working Group shall enter the minutes of the proceedings promptly after a Working Group meeting has concluded and file them at the Secretariat.

ARTICLE 18 (Secretariat)
   
 
1. There shall exist a Secretariat to process the clerical work of the Consortium and manage documentation.
(1) The Secretariat shall have a Director and requisite staff.
(2) The Director and staff of the Secretariat shall be subject to appointment and dismissal by the Chairman of the Board.
(3) The scope of operations of the Secretariat shall be governed by the Regulations stipulated in Article 4.
2. The Chairman of the Board shall select one individual from the corporate body to which he/she belongs to serve as Director of the Secretariat.
3. The Director of the Secretariat shall oversee the Consortium's administrative procedures.
4. The Secretariat shall be located within a city ward (ku) of the Tokyo metropolitan district.
5. The location of the Secretariat shall be the site of the Consortium.

CHAPTER 7. CONFIDENTIALITY

ARTICLE 19 (Duty of Confidentiality)
   
 
1. No Member shall disclose, leak, or make use of information relating to the Consortium that is deemed confidential and belongs to the Consortium, another Member, or a third party, unless it obtains the approval of the Consortium or of the corporation(s) etc. having an interest in that information.
2. If the Consortium judges it in its interests to do so, information deemed confidential as described in Clause 1 may be disclosed to a third party by a decision of the Steering Committee pursuant to Article 13, Clause 8. However, the prior approval of the party furnishing the confidential information shall be required.
3. Matters not otherwise prescribed in this Chapter shall be determined as necessary by the Regulations stipulated in Article 4.

CHAPTER 8 FISCAL YEAR

ARTICLE 20 (Fiscal Year)
   
  The fiscal year of the Consortium shall commence on April 1 and terminate on March 31 of the next year.

CHAPTER 9. ENACTMENT, REVISION, AND REPEAL OF ARTICLES

ARTICLE 21 (Enactment, Revision, and Repeal of Articles)
   
  Revision and repeal of these Articles shall take effect upon being approved by the vote of at least two thirds (2/3) of those present at a General Meeting, with a majority of voting Members in attendance.

CHAPTER 10. DISSOLUTION

ARTICLE 22 (Dissolution)
   
 
1. The Consortium may be dissolved by unanimous vote of the Board of Directors, along with a decision to dissolve the organization taken in line with the procedure described in Article 21.
2. Ownership of the remaining assets shall be distributed among the Members, taking into account the amount of dues that each has paid and the size of its contribution.

CHAPTER 11. SUPPLEMENTARY PROVISIONS

ARTICLE 23 (Date Effective)
   
  These Articles shall take effect as of April 1, 2005, at which point the unrevised Articles shall become null and void.

ARTICLE 24 (Transitional Provision)
   
  The terms of office of the officers, Committee Chairmen, and other personnel currently holding posts shall be as determined before these Articles took effect.

Revision History
Date
Nature of revision
May 25, 1998 Enacted
April. 1, 2005 Contents thoroughly revised
June 1, 2010 Addition of provisions regarding Academic Members