Statutes and Principles of Operation of the Telematics Cooperative

 

The following statutes are representative of the way decision making is done within the UPU on well defined subjects. It is enclosed as an example rather than a firm decision by the UPU that the .post Management Committee will operate in this way.

 

The final form of the .post Management Committee will be defined before the final agreement with ICANN is signed.

TELEMATICS COOPERATIVE

 

 

General Assembly

 

 

 

Statutes and Principles of Operation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepared by:         Telematics Cooperative Secretariat

Status:                  Proposal

Use:                     Official

 

 

Table of Contents

 

Chapter I – Constitution                                                                                                                    4

Article 1          Constitutional foundation                                                                                          4

Article 2          Objectives and aims of the cooperative                                                                     4

Article 3          Basic principles                                                                                                          5

Article 4          Membership classes and voting rights                                                                      6

Article 5          Quorum                                                                                                                       7

Article 6          Voting principles                                                                                                         7

Article 7          Conditions of membership                                                                                         8

 

Chapter II – Telematics Cooperative structure and procedures                                                      9

Article 8          Structure of the Telematics Cooperative                                                                  9

Article 9          Procedures for Joining and resigning                                                                      10

Article 10        Basic member benefits                                                                                             10

Article 11        General assembly meeting                                                                                      10

Article 12        Language                                                                                                                   11

 

Chapter III – Telematics Cooperative Management                                                                       13

Article 13        Cooperative Management Board                                                                              13

Article 14        Structure of the CMB                                                                                                14

Article 15        Duties of the CMB members                                                                                    14

Article 16        Resignation and replacement                                                                                  15

Article 17        CMB meetings                                                                                                          15

Article 18        Voting during CMB meetings                                                                                   16

 

Chapter IV – User Groups                                                                                                                 17

Article 19        Established User Groups                                                                                           18

Article 20        Role of the User Groups                                                                                            18

Article 21        Procedures for membership                                                                                     18

Article 22        Role of the members of a User Group                                                                       19

Article 23        User Group Management committee                                                                       20

Article 24        Role of the Management committee                                                                        20

Article 25        Resignation and replacement                                                                                  20

Article 26        User Group meetings                                                                                                21

Article 27        Management committee meetings                                                                          21

Article 28        Voting                                                                                                                        21

 

Chapter V – Finance and budget                                                                                                      22

Article 29        Basic financial principles                                                                                         22

Article 30        Financing the cooperative activities                                                                       23

Article 31        Reserve fund                                                                                                             24

Article 32        Debts                                                                                                                         25

Article 33        Schedule of charges                                                                                                  25

Article 34        License fees                                                                                                              26

 

Chapter VI – Ownership, patents, copyrights, and intellectual property rights                             27

Article 35        Notions of ownership                                                                                                27

Article 36        Patents                                                                                                                      27

Article 37        Copyrights                                                                                                                 27

Article 38        Intellectual property                                                                                                 28

Article 39        Confidentiality                                                                                                          28

Chapter I – Constitution

 

Article 1         Constitutional foundation

 

Point 1

 

The constitutional foundation of the Telematics Cooperative is based on the Seoul Congress (1994) Resolutions related to the development of the UPU's Telematics activities:

i        Resolution C 27, which constitutes the basis of the present document;

ii       Resolution C 46, which establishes a strategic planning process along with its associated tool, the Budget and Programmes of the UPU, including the Telematics activities.

 

In line with Resolution C 27, the Postal Operations Council in its 1996 Session approved the establishment of a Telematics Cooperative.

 

Point 2

 

The Telematics Cooperative operates within the existing UPU structures.

 

Point 3

 

The Telematics Cooperative does not have a legal existence of its own nor does it constitute a cooperative company as defined in private law.

 

Point 4

 

Any public, semi-public, or Private Postal Operator (PPO) whose country is a member of the UPU and whose national legislation enables it to execute the Acts of the UPU can join the Telematics Cooperative.

 

Point 5

 

Membership to the Telematics Cooperative is voluntary.

 

 

 

Article 2         Objectives and aims of the cooperative

 

Point 1

 

The objectives of the Telematics Cooperative are:

i        to promote cooperation between the members in order to allow them to develop and imple­ment common or compatible information systems and electronic communications;

ii       to establish a common electronic infrastructure which matches the postal physical infra­structure;

iii      to implement systems which ensure secure electronic information exchange, secure elec­tronic payments and secure E-commerce services between PPOs and with their customers;

iv       to implement operational and management systems which ensures rapid mail pick-up and delivery;

v        to establish systems which will help PPOs become more competitive through the develop­ment of value-added services related to basic postal products and services;

vi       to secure a stable and sufficient funding of Telematics Projects entrusted upon the Interna­tional Bureau, and specifically its Postal Technology Centre, in order to ensure the con­tinuation of the deployment, maintenance, and support activities carried out in this field.

 

Point 2

 

Based on non-profit aims and principles, the Telematics Cooperative shall aim to share the costs and investments engaged to satisfy the objectives outlined above among all its members, thus achieving economies of scale and allowing all its members to access and to use the resulting products and services.

 

Point 3

 

The main aims of the Telematics Cooperative are:

i        establish strategies and instruments through which it intends to achieve its objectives;

ii       ensure fair access to the UPU’s products and services to all PPOs in general and to the Cooperative members in particular;

iii      promote cooperation between member PPOs in order to allow them to provide their custom­ers with a coherent set of integrated information services on a global basis;

iv       involve member PPOs in the provision and support of Telematics products and services under the UPU's umbrella;

v        provide the highest quality service to its members and secure optimal organization at all times; and

vi       help enhance the global image of the Post.

 

Point 4

 

The UPU’s Telematics Cooperative entrusts its operational arm, the Postal Technology Centre of the International Bureau, with the responsibility of carrying out the implementation of its objec­tives and strategies under the supervision of the Cooperative Management Board.

 

 

 

Article 3         Basic principles

 

Point 1

 

The Telematics Cooperative main guidelines for all its activities are based upon:

–        its members’ trust in each other;

–        the efficiency of the work carried out within its structures;

–        sound economic principles;

–        the transparency of all decisions and actions taken.

 

Point 2

 

Due to its cooperative, non-profit nature, the Telematics Cooperative shall provide the Interna­tional Bureau’s Postal Technology Centre with a stable financial foundation allowing it to effec­tively manage the development, deployment, maintenance and support of Telematics services for the benefit of all PPOs.

 

Point 3

 

Telematics Cooperative members shall receive distinct benefits as a result of their adhesion. These benefits shall include, but are not limited to, the ability to benefit at preferential conditions of the full range of applications, products, and services developed within its structures.

 

Point 4

 

Telematics Cooperative members shall be able to voice their views, through formal consultation or vote, on strategic and business matters affecting the Telematics Cooperative or the projects con­ducted within its structures.

 

Point 5

 

Each member shall freely choose its Membership class.

 

Point 6

 

The obligations of the members to the Telematics Cooperative include the payment of the annual fee associated with each Membership class and the specific fees charged to the Telematics Coop­erative members using the applications, products, or services provided by the UPU and outlined in the "Schedule of Charges".

 

Point 7

 

Deliverables from the International Bureau to the members of the Telematics Cooperative will include the provision of applications, products, and services that are or will be developed, deployed, supported and maintained by, or under the control of, the Postal Technology Centre.

 

 

 

Article 4         Membership classes and voting rights

 

Point 1

 

The adhesion to the Telematics Cooperative requires each PPO to select one of the Membership classes and its associated annual membership fee and voting rights.

 

Point 2

 

The voting right shall be proportional to the Membership class of the PPO.

 

Point 3

 

The right to vote can be exercised in the General Assembly, in the Cooperative Management Board, in the User Groups, and in the User Group’s Management Committees.

 

Point 4

 

The annual membership fee and voting right per class are outlined in the table below:

 

Membership class

Annual fee (CHF)

Voting rights

1

5 000

1

2

10 000

2

3

25 000

5

4

50 000

10

5

75 000

15

 

Point 5

 

A Member's benefits and voting rights are subject to the timely payment of the annual member­ship fees.

Article 5          Quorum

 

Point 1

 

The quorum necessary for the opening of meetings and for voting shall be half the present and represented members of the Telematics Cooperative and having the right to vote.

 

Point 2

 

Shall be considered as represented the member who has informed the Secretariat of the proxy given to another member of the Telematics Cooperative, whose presence at the General Assembly has been confirmed, and who has indicated to the absent member and to the Secretariat the acceptance of the proxy. The member given a proxy shall dispose of the entire voting rights of the represented absent member.

 

Point 3

 

For votes amending the Statutes of the Telematics Cooperative, the quorum required shall be two thirds of the members.

 

Point 4

 

Members which are present but do not take part in a given vote, or which state that they do not wish to take part therein, shall not be considered absent for the purpose of establishing the quo­rums required under points 1 and 2.

 

 

 

Article 6          Voting principles

 

Point 1

 

Decisions shall be taken by consensus whenever possible. When necessary, votes, including proxy votes, shall be taken by secret ballot or by show of hands.

 

Point 2

 

Only members who do not have debts in arrears as defined in article 32 shall have the right to take part in any vote, either directly or by proxy.

 

Point 3

 

A member can vote by proxy for only three other members. Proxy votes should be notified to and registered by the Secretariat.

 

Point 4

 

Regardless of the system of voting used, the secret ballot shall take precedence over any other voting procedure.

 

Point 5

 

Votes shall only be taken for or against a clearly stated proposal.

 

Point 6

 

The vote indicated on the ballot paper of each voting member, including proxy votes, shall be introduced by the Telematics Cooperative Secretariat into a computerized system for the calcula­tion of the weighed member votes according to their voting rights.

Point 7

 

Voting during General Assembly meetings shall be introduced when specifically requested by the Chairman or when a specific request to recur to voting has been addressed to the Chairman by a member and supported by at least ten other members.

 

Point 8

 

When voting is used, all decisions of the General Assembly that do not affect the Statutes of the Telematics Cooperative are passed when two conditions have been met, that is with

a        a single majority of the present and represented voting rights; and

b        a single majority of the present and represented members.

 

Point 9

 

Decisions affecting the statutes of the Telematics Cooperative are passed with a majority of two thirds of the present and represented voting rights.

 

Point 10

 

In the event of a tie, a proposal shall be regarded as rejected.

 

 

 

Article 7         Conditions of membership

 

Point 1

 

Any PPO wishing to join and make a formal commitment to pay the annual membership fee cor­responding to the chosen class may request admission to the Telematics Cooperative, through its Secretariat.

 

Point 2

 

The use of the UPU applications, products, or services is not a prerequisite for joining the Telem­atics Cooperative. However, PPOs using one or more of the UPU applications, products, or services are encouraged to join the Telematics Cooperative.

 

Point 3

 

The non-fulfilment of the financial commitments and obligations by a member of the Telematics Cooperative may lead to the loss of membership and its related financial advantages. The General Assembly shall statute on the measures to be taken.

Chapter II – Telematics cooperative structure and procedures

 

Article 8         Structure of the Telematics Cooperative

 

Point 1

 

The Telematics Cooperative is composed of members whose number will vary according to the admission of new members or withdrawal of current members.

 

Point 2

 

The members of the Telematics Cooperative shall form the General Assembly.

 

Point 3

 

A Cooperative Management Board (CMB) shall direct the work of the Telematics Cooperative.

 

Point 4

 

Three specialized User Groups will be established within the Cooperative. These are the:

–        International Mail Services (IMS) User Group;

–        International Financial Services (IFS) User Group; and

–        Advanced Electronic Services (AES) User Group

 

Point 5

 

The Secretariat of the Telematics Cooperative shall be carried out by the Postal Technology Cen­tre, International Bureau.

 

 

 

Article 9         Procedures for joining and resigning

 

Point 1

 

Each PPO should notify the International Bureau in writing of:

i        its decision to participate, as a member, to the Telematics Cooperative;

ii       he name of its official representative to the Telematics Cooperative;

iii      its decision to increase or lower its Membership class;

iv       its decision to resign as a member of the Cooperative.

 

Point 2

 

Membership comes into effect on the 1 January of the year in which the International Bureau receives the official notification of membership.

 

Point 3

 

A modification of the Membership class comes into effect on the 1 January of the year following the official notification of the modification.

 

Point 4

 

A resignation from the Cooperative comes into effect on the 31 December of the year in which the official notification of resignation was received by the Telematics Cooperative Secretariat. Resignation from the Telematics Cooperative should be notified to the Secretariat at least 6 months prior to the effective date of resignation. The effective date of resignation of a Member who does not notify the Secretariat of its intent within the designated period shall be postponed to the 31 December of the following year. Members’ rights and obligations to the Telematics Coop­erative, including the payment of the Membership fees, shall be maintained until the effective date of resignation.

 

Point 5

 

Official forms are available for joining, modifying the Membership class, or resigning from the Telematics Cooperative. The completion and signature of such forms by a duly authorized representative of the member PPO is mandatory in order to formally acknowledge the status of the PPO within the Telematics Cooperative.

 

 

 

Article 10       Basic member benefits

 

Point 1

 

Providing that the member’s situation does not fall under the terms of article 32, the payment of the annual membership fee outlined in article 4 shall grant each member of the Cooperative the following basic benefits:

i        participation as a full member in the UPU Telematics Cooperative;

ii       ability to join any or all of the User Groups established within the Cooperative;

iii      ability to vote decisions or resolutions taken by that cooperative according to the voting rights;

iv       ability to submit candidates to positions on the Management Board of the Cooperative or on the Management Committees of its User Groups;

v        benefit from specific advantages or discounts on the Telematics products and services;

vi       receive priority support in the deployment of applications, products and services;

vii     receive regular updates in the form of newsletters and information bulletins.

 

 

 

Article 11       General assembly meeting

 

Point 1

 

The Telematics Cooperative shall hold an annual General Assembly meeting to:

i        review and approve the Telematics Cooperative’s Statutes and Principles of Operation;

ii       receive formal updates from the Cooperative Management Board and from the International Bureau on the activities carried within the Cooperative and within its specific User Groups;

iii      formally approve proposed strategies and business plans, including budgets, for the further development, maintenance, and support of the activities carried within the Cooperative or within a specific User Group;

iv       approve standards and recommendations;

v        serve as a forum for the exchange of ideas and information among members; and

vi       elect the Chairman and the Vice-Chairman in charge of Business Plans and Finance, when their mandate expires or when these members resign their duties.

 

Point 2

 

Attendance of General Assembly meetings shall be restricted to the members of the Telematics Cooperative.

 

Point 3

 

The Chairman and Vice Chairman, Business Plans and Finance, of the Cooperative Management Board shall act as Chairman and Vice Chairman of the General Assembly meetings. If either the Chairman or Vice Chairman, Business Plans and Finance, is prevented from attending the meet­ing, the Chairman shall appoint a person to exercise the function of Chairman or Vice Chairman of the General Assembly meeting.

 

Point 4

 

The rules applicable to UPU Congress and Councils meetings shall be applicable to the seating of members attending the General Assembly.

 

Point 5

 

All questions brought before General Assembly meetings should be notified to the Secretariat at least four weeks before the date of the General Assembly meeting and shall be the subject of a written formal document.

 

Point 6

 

Amendments or questions arising directly from the debates of the General Assembly shall be con­sidered and dealt with during the meeting.

 

Point 7

 

The Chairman shall offer members the opportunity to freely and fully express their views on the matters discussed during a General Assembly meeting. No member speech or intervention should exceed three minutes. Should the number of requests for intervention justify it, the Chairman will establish a list of speakers and determine the order of their intervention. The Chairman will declare the list of speakers closed after reading it out. When the list is exhausted, the Chairman shall declare the debate closed.

 

Point 8

 

The order of election during the General Assembly will be the Chairman followed by the Vice-Chairman, Business Plans and Finance

 

 

 

Article 12       Language

 

Point 1

 

The working languages of the Telematics Cooperative shall be the English and French languages.

 

Point 2

 

In order to maintain the same linguistic guidelines used within the Universal Postal Union, all generic Telematics Cooperative documents destined for general distribution shall be translated into the other languages used within the UPU.

 

Point 3

 

On the basis that General Assembly meetings shall be held during official UPU Councils sessions, these meetings shall benefit from interpretation services similar to those implemented by the International Bureau during Councils sessions.

 

Point 4

 

All other meetings, specifically those of the Cooperative Management Board and the User Groups shall be held in English and their documentation shall be produced in English.

Chapter III – Telematics Cooperative Management

 

Article 13       Cooperative Management Board

 

Point 1

 

The Cooperative Management Board (CMB) is the formal management structure designated to supervise the activities of the Telematics Cooperative established by the UPU to support its Telematics activities.

 

Point 2

 

The role and responsibilities of CMB are:

i        define strategies related to the UPU’s Telematics activities based on its understanding of the members’ needs and requirements and on its appreciation of the impact of Telematics on the postal business;

ii       establish business plans and priorities aiming at implementing these strategies in accor­dance with the interest of the members of the Cooperative;

iii      formulate funding plans necessary for the development and support of the Cooperative activities and project;

iv       act as the steering committee of the Telematics Cooperative activities entrusted upon the Postal Technology Centre;

v        supervise the overall development, deployment, maintenance, support, and usage of the applications, products, and services provided under the umbrella of the Cooperative;

vi       ensure that the applications, products, and services provided meet the requirements and expectations of the Cooperative members; and

vii     receive regular updates on the status of the activities carried out within the User Groups and within the International Bureau.

 

Point 3

 

The CMB can propose amendments to the Telematics Cooperative Statutes and submit them for approval to the General Assembly. The CMB shall also work actively towards implementing and enforcing the Statutes and Principles of Operation of the Telematics Cooperative.

 

Point 4

 

The CMB shall administer the work of the Telematics Cooperative and identify the appropriate means to communicate its work with the Cooperative membership.

 

Point 5

 

The CMB shall evaluate suggestions or requests formulated by Cooperative members and which could be considered as the source of new proposals aiming at improving the development and use of the applications, products, and services.

 

Point 6

 

The CMB is mandated by the General Assembly to make proposals to the General Assembly with regard to the revision of the Cooperative membership classes, their corresponding annual fees, and their voting rights.

 

Point 7

 

The CMB is mandated by the General Assembly to review and approve the Schedule of Charges, including the financial advantages or discounts offered to members of the Telematics Cooperative on an annual basis.

 

Point 8

 

The CMB is mandated by the General Assembly to supervise the use and allocation of the annual membership fees paid by the members of the Telematics Cooperative, the funds dedicated to spe­cific projects by the Telematics Cooperative, including the Reserve Fund, the income from fees charged according to the "Schedule of Charges", additional voluntary contribution and License Fee levied for the use of applications, products or services developed within the scope of the Telematics Cooperative and funded by all or some of its members to specific activities such as research and development.

 

 

 

Article 14       Structure of the CMB

 

Point 1

 

The CMB shall be composed of five voting members selected from PPOs who have adhered to the Telematics Cooperative. The International Bureau will be a non-voting member of the CMB and will be represented by the Head of the Postal Technology Centre.

 

Point 2

 

The voting members of the CMB shall be elected or designated according to the following princi­ples:

i        The Chairman and Vice Chairman of the CMB in charge of Business Plans and Finance shall be elected ad persona by the General Assembly for a five-year term.

ii       In order to ensure the coherence between the work of the CMB and the work of the User Groups established within the Telematics Cooperative, the elected Chairmen of these three User Groups shall be designated as Vice-Chairmen of the CMB in their respective area of responsibility.

 

Point 3

 

Candidates to a position of CMB Chairman or Vice-Chairman responsible for Business Plans and Finance should have the following qualifications:

–        are representing a PPO member of the Telematics Cooperative,

–        are able to carry out their duties (for example can travel freely, knowledge of the subject matter, etc), and

–        do represent PPOs who have made significant contributions to the budget or to the advancement of the work of the Telematics Cooperative.

 

Point 4

 

Based on Point 1 and Point 2, the composition of the Cooperative Management Board shall be as follows:

i        Chairman of the Telematics Cooperative

ii       Vice-Chairman – Business Plans and Finance

iii      Vice-Chairman – International Mail Services

iv       Vice-Chairman – International Financial Services

v        Vice-Chairman – Advanced Electronic Services

vi       Head of the Postal Technology Centre – International Bureau (non-voting member)

 

Point 5

 

The Secretariat of the CMB shall be carried out by the Postal Technology Centre, International Bureau.

 

 

 

Article 15       Duties of the CMB members

 

Point 1

 

The major duties of the Chairman of the CMB are:

i        assume the overall responsibility for the supervision of the Telematics Cooperative work;

ii       convene, direct the proceedings, and approve the final report of the General Assembly meetings;

iii      define in consultation with the other members of the CMB the major objectives of the Telematics Cooperative;

iv       reconcile the projects priorities conducted within the Telematics Cooperative;

v        chair the meetings of the Cooperative Management Board.

 

Point 2

 

The major duties of the Vice-Chairman of the CMB in charge of Business Plans and Finance are:

i        responsibility for the drafting and updating of the Statutes and Principles of Operation of the Telematics Cooperative;

ii       review the budget and its execution and prepare information for the CMB meetings, includ­ing information regarding the sources and uses of funds;

iii      define in consultation with the other members of the CMB the major financial guidelines of the Telematics Cooperative;

iv       review the Schedule of Charges and identify the preferential conditions granted to the mem­bers of the Telematics Cooperative.

 

Point 3

 

In addition to the responsibilities outlined under article 24, the major duties of the Vice-Chairman of the CMB chairing a User Group are:

i        represent the User Group interest, objectives, priorities, and projects to the CMB;

ii       submit funding proposals for projects initiated within the User Group;

iii      report to the User Group the overall objectives, strategies, and decisions approved by the CMB.

 

 

 

Article 16       Resignation and replacement

 

Point 1

 

Should the CMB Chairman or Vice-Chairman responsible for Business Plans and Finance resign their position, a successor should be elected by the CMB subject to ratification by the next Gen­eral Assembly. Candidates shall be designated by country. Ideally, regional representation is desirable within the CMB, however, the skills of the individual and the capacity to carry out the assigned responsibilities should be the overriding criteria.

 

Point 2

 

Should a Vice-Chairman of the CMB, who also chairs a User Group, resign his or her position in the CMB, he or she would also resign his or her position as Chairman of the User Group. The successor on the CMB should be the newly elected Chairman of the User Group.

 

Point 3

 

Board members who are unable to attend three consecutive meeting of the CMB will loose their seats. Neither these Board members nor other representatives from within their PPO will be eligi­ble as candidates for re-election for a period of at least one year.

 

 

 

Article 17       CMB meetings

 

Point 1

 

The CMB meetings shall normally be held four times per year, two of these meetings shall be held during the sessions of the organs of the UPU.

 

Point 2

 

Additional CMB meetings may be organized upon request from the Chairman of the CMB or upon request from at least three members of the CMB.

 

Point 3

 

Any member of the Telematics Cooperative can submit specific matters or issues for inclusion on the CMB meeting agenda. The CMB, through its Secretariat, will formally notify the member of the CMB meeting that will address these matters or issues. The member can participate in the CMB meeting, if so desired.

 

Point 4

 

CMB members travel costs and other expenses are to be borne by each member's respective PPO and not by the Telematics Cooperative. The same principle applies to the Telematics Cooperative members attending CMB meetings in conformance with point 3 above.

 

Point 5

 

Elected CMB members who cannot attend a particular meeting may send a representative from the PPO to attend the CMB meeting.

 

Point 6

 

Absent CMB members may give a proxy to another Board member. A Board member can hold only one proxy.

 

Article 18       Voting during CMB meetings

 

Point 1

 

Decisions shall be made by consensus whenever possible. However, when voting is used during a CMB meeting, all decisions are passed with a simple majority of the present voting rights.

 

Point 2

 

The quorum necessary for conducting meetings of the CMB and voting during those meetings is three voting members representing a majority vote according to each member's voting rights.

 

Point 3

 

Questions that cannot be settled by common consent shall be decided by vote.

 

Chapter IV – User Groups

 

Article 19       Established User Groups

 

Point 1

 

Three User Groups are established within the Cooperative. These are the:

–        International Mail Services User Group (IMS);

–        International Financial Services User Group (IFS); and

–        Advanced Electronic Services User Group (AES)

 

Point 2

 

The General Assembly can decide upon the establishment of additional User Group within the Telematics Cooperative.

 

 

 

Article 20       Role of the User Groups

 

Point 1

 

The role of the User Groups is to manage and coordinate the requirements of the users, mainly those members of the Cooperative, and to establish strategies and plans aiming to satisfy the requirements of these users and their business needs.

 

Point 2

 

The User Groups will coordinate their respective work with their users in order to consolidate their requirements, and to ensure that knowledge is shared between the users. This should help the PPOs better define and submit their requirements for new development and ensure a better, more effective usage of the applications, products, or services they are using or planning to deploy.

 

Point 3

 

A User Group should provide its members with a unique forum for the exchange of ideas, requirements, and experiences. Optimally, each User Group should lead towards building a com­mon postal culture in its specific area of responsibility.

 

Point 4

 

A major aim of the User Groups is to initiate common projects, which would be of interest to the members of that User Group. In doing so, members can benefit from the synergy resulting from using common applications, products, or services. Furthermore, one of the major benefit to the members would be the acquisition of these products or services at the lowest possible cost resulting from the cost sharing and the economies of scales achieved.

 

 

 

Article 21       Procedures for membership

 

Point 1

 

Providing that the member’s situation does not fall under the terms of article 32, any member of the Cooperative can join a User Group. This is one of the basic rights of all Telematics Cooperative members.

Point 2

 

A member should advise the Secretariat of the Telematics Cooperative of its intention to join a given User Group and agree to the applicable terms and conditions of that User Group.

 

Point 3

 

Members are not expected to pay any additional fee for joining one or more User Group(s) other than their basic annual membership fee to the Telematics Cooperative.

 

Point 4

 

Members of a User Group are expected to bear the cost of travel and associated expenses of their representatives when attending User Group meetings.

 

 

 

Article 22       Role of the members of a User Group

 

Point 1

 

Members of a User Group are expected to actively participate in the work of the User Group(s) to which they have subscribed.

 

Point 2

 

Members of a User Group are entitled to submit proposals, evaluate submitted proposal, and vote on the conduct of specific projects.

 

 

 

Article 23       User Group Management Committee

 

Point 1

 

A Management Committee shall represent each User Group.

 

Point 2

 

The Management Committee shall be composed of five voting members elected from a list of can­didates from PPOs who have adhered to the User Group. The International Bureau will be a non-voting member of the Management Committee and will be represented by the Head of the Postal Technology Centre.

 

Point 3

 

Each User Group shall elect the voting members of the Management Committee for a five-year term.

 

Point 4

 

The elected Management Committee shall designate the Chairman of the User Group. Should the Management Committee encounter difficulties with the designation of the Chairman, an election should take place within the Management Committee according to the voting principles outlined in Article 6.

 

Point 5

 

The Chairman of each User Group Management Committee shall become a member of the Coop­erative Management Board.

 

Point 6

 

The Secretariat of the Management Committee of each User Group shall be carried out by the Postal Technology Centre, International Bureau.

 

 

 

Article 24       Role of the Management Committee

 

Point 1

 

The Management Committee should coordinate the collective requirements, set development pri­orities, and define the product or service strategy, and represent the User Group’s interest within the Telematics Cooperative.

 

Point 2

 

The key activities of the Management Committee are:

i        define the major business objectives;

ii       approve the functional features of the applications, products, or services;

ii       approve the development strategy and eventual third party involvement in implementing that strategy;

iv       promote the applications, products, or services and formulate funding plans when required;

v        coordinate and consolidate the strategies and business requirements with the Cooperative Management Board.

 

 

 

Article 25       Resignation and replacement

 

Point 1

 

Should a Management Committee member resigns his or her position, a successor should be elected by the Management Committee subject to the ratification of its next User Group meeting.

 

Point 2

 

Candidates to a position on a User Group’s Management Committees should have the following qualifications:

i        are representing a PPO member of that User Group;

ii       are able to carry out their duties (for example can travel freely, knowledge of the subject matter, etc); and

iii      can coordinate regional activities on behalf of the User Group Management Committee.

 

 

 

Article 26       User Group meetings

 

Point 1

 

Each User Group shall hold an annual meeting or undertake consultation by correspondence to:

–        Receive from the Management Committee and from the International Bureau a formal update on the status of the activities carried within their specific User Group

–        Formally approve strategies for the further development, maintenance, and support of the activities carried within their specific User Group

–        Elect the Management Committee representing the User Group’s collective interest

 

Point 2

 

The Secretariat of the User Group shall be carried out by the Postal Technology Centre, Interna­tional Bureau. In the case of consultation by correspondence, such consultation shall be sent to other PPOs through the intermediary of the International Bureau.

 

 

 

Article 27       Management Committee meetings

 

Point 1

 

Each Management Committee shall hold at least two annual meetings to:

i        receive regular updates from the International Bureau’s Postal Technology Centre on the status of the activities carried out on behalf of a specific User Group;

ii       formally approve proposals for the further development, maintenance, and support of the activities carried out within the specific User Group;

iii      cooperate with the International Bureau’s Postal Technology Centre in all matters having a bearing on the deployment and use of the applications, products, or services and the exchange of data between PPOs and with their trading partners, such as the air carriers, other transport companies, and customs;

iv       undertake any action which has a bearing directly or indirectly in whole or in part on the development, maintenance, and support of the specific activities.

 

Point 2

 

In order to avoid unnecessary and costly travel, the meetings of the User Groups Management Committees, when scheduled, should be coordinated to ensure availability of the members and should take place the day(s) preceding the CMB meeting and held at the same location.

 

 

 

Article 28       Voting

 

Point 1

 

The same principles and methods used within the Telematics Cooperative General Assembly and the CMB will apply to the User Groups and their Management Committees.

 

Point 2

 

When voting by correspondence is used, it shall be subject to the following procedure:

i        a period of two weeks shall be allowed to enable PPOs to consider the proposal notified by an International Bureau circular

ii       the International Bureau shall invite PPOs to vote for or against the proposal.

iii      PPOs shall forward their observations, if any, to the Bureau. Amendments shall not be admissible.

iv       PPOs that have not sent in their vote within a period of three weeks shall be considered as abstaining. The aforementioned period shall be reckoned from the date of the relevant Inter­national Bureau circular.

Chapter V – Finance and budget

 

Article 29       Basic financial principles

 

Point 1

 

The budget allocated to the UPU’s Telematics Activities and managed by the Postal Technology Center is made available from six major distinct sources, namely:

i        the UPU Ordinary Budget;

ii       the annual membership fees paid by the members of the Telematics Cooperative;

iii      the funds dedicated to specific projects by the Telematics Cooperative, including the Reserve Fund;

iv       the income from fees charged for the use of generic UPU applications, products or services according to the "Schedule of Charges";

v        the income from fees levied for the use of applications, products or services developed within the scope of the Telematics Cooperative and funded by all or some of its members and included in the "Schedule of Charges"; and

vi       additional voluntary contributions.

 

Point 2

 

The contribution from the UPU Ordinary Budget will be maintained until income and fees cover costs, as indicated in Resolution C 27 of the Seoul Congress.

 

Point 3

 

The budget shall be used to support all the activities carried out within the Postal Technology Center related to the:

i        UPU Telematics Standards support activities;

ii       development of UPU’s applications, products, and services;

iii      deployment of UPU’s applications, products, and services;

iv       maintenance and support of UPU’s applications, products, and services;

v        management, administration, and support of the work of the Telematics Cooperative.

 

Point 4

 

The annual membership fee paid by the Telematics Cooperative members shall contribute towards covering the infrastructure costs and the support activities of the Postal Technology Centre.

 

Point 5

 

Additional voluntary contributions may be dedicated to specific projects or to cover specific costs or may be provided in support of the general activities.

 

 

 

Article 30       Financing the cooperative activities

 

Point 1

 

The financing of new activities or projects conducted within the scope of the Telematics Coopera­tive shall be solicited from the Telematics Cooperative members.

 

Point 2

 

New activities or projects shall be presented by or through the Cooperative Management Board to the General Assembly for approval. Projects can be approved by the CMB subject to ratification by the General Assembly at its next meeting.

 

Point 3

 

The annual business plan shall outline the cost and the method of funding for each activity or project. The method of funding could consist of:

i        funds made available by PPOs member of the Telematics Cooperative; or

ii       funds withdrawn from the Reserve Fund; or

iii      a combination of the above.

 

Point 4

 

Each member shall decide its participation to the funding of a given project on a voluntary basis.

 

Point 5

 

For each new project, each participating member’s share of funding shall be selected from a set of scales established on a project by project basis.

 

Point 6

 

When a decision to start a project is taken by the General Assembly, or in the interim by the CMB, the rules outlined in points 1, 2, 3, 4, and 5 above shall apply to all the Telematics Coop­erative members.

 

Point 7

 

When a decision to start a project is taken by a User Group, only the members belonging to that User Group shall be solicited to fund the project. The same principles outlined in points 4 and 5 in relation to the sharing of the funding apply also to the User Groups. A project started at the initiative of a User Group cannot be funded from the Reserve Fund without the approval of the General Assembly.

 

Point 8

 

Within the scope of the Telematics Cooperative, all projects undertaken by the Postal Technology Centre shall be funded or committed to by the members in advance.

 

 

 

Article 31       Reserve Fund

 

Point 1

 

The Telematics Cooperative members shall establish a Reserve Fund. The Reserve Fund is des­tined to guarantee deficits in the budget caused by delayed payments and bad debts.

 

Point 2

 

Excess annual income shall be transferred to the Reserve Fund.

 

Point 3

Telematics Cooperative members can contribute voluntarily to the Reserve Fund.

Point 4

 

The Telematics Cooperative General Assembly can decide upon:

i        the allocation of funds from the Reserve Fund to balance the budget;

ii       the limitation of the ceiling of the Reserve Fund; and

iii      the utilization of specific amounts from the Reserve Fund to fund a specific project.

 

 

 

Article 32       Debts

 

Point 1

 

Shall be considered as a debt in arrears any amount due by a member and which has not been settled after 90 days from the date the invoice has been issued.

 

Point 2

 

Debt in Arrears include any unpaid amount attributed to Membership Fees, participating mem­ber’s share of funding, fees charged according to the “Schedule of Charges”, and License Fees.

 

Point 3

 

Interest in favour of the Telematics Activities Budget shall be charged for all debts in arrears. The interest rate shall be determined annually by the Cooperative Management Board and communi­cated in advance to the members.

 

Point 4

 

Members who have accumulated debts in arrears exceeding 12 months from the date the invoice has been issued shall be subjected to penalties as proposed by the CMB and approved by the General Assembly. The applicable penalties are defined in article 6 point 2 (voting), article 7 point 3 (loss of membership and financial advantages) and article 10 point 1 (basic member's benefits).

 

 

 

Article 33       Schedule of Charges

 

Point 1

 

A Schedule of Charges shall be established by the Postal Technology Centre for each of the appli­cations, products and services provided by the UPU on a generic basis to all PPOs. These generic services are:

–        International Postal Systems (IPS)

–        International Financial Systems (IFS)

–        POST*Net

–        POST*Star

–        POST*Mail

–        POST*Giro

–        POST*Info

–        Support Services provided by or through the Postal Technology Centre

–        Manuals produced on behalf of the Technical Standards Board

Point 2

 

The Schedule of Charges for these generic services shall contain:

–        the discounts applicable to the members of the Telematics Cooperative;

–        the fees applicable to all PPOs;

–        the specific fees applicable to external organizations using the UPU products and services.

 

 

 

Article 34       License Fees

 

Point 1

 

A License Fee shall be levied for the use of applications, products, or services developed within the scope of the Telematics Cooperative and funded by all or some of its members. In all circum­stances, the aim of the license fee is cost recovery and is not profit oriented.

 

Point 2

 

Telematics Cooperative members who have shared the development cost shall be exempt from paying the license fee applicable to the members. However, they will not be exempt from paying the relevant support and maintenance fees.

 

Point 3

 

Telematics Cooperative members who have not contributed to the development of a given project and wish at a later stage to benefit from its deliverables cannot retroactively participate in the funding of the project and should pay the license fee applicable to the members.

 

Point 4

 

Non-members of the Telematics Cooperative wishing to benefit from the deliverables of a given project shall pay the License Fee applicable to non-members of the Telematics Cooperative. Non-members cannot participate in the funding of the applications, products, or services developed within the scope of the Telematics Cooperative.

Chapter VI – Ownership, patents, copyrights, and intellectual property rights

 

Article 35       Notions of ownership

 

Point 1

 

In principle, all information, projects, and products funded by the Cooperative shall be the prop­erty of the UPU.

 

Point 2

 

Members of the UPU who are not members of the Telematics Cooperative may also benefit from the information, projects, and products.

 

Point 3

 

Telematics Cooperative members, who have funded a specific project, can decide on a case by case basis the deployment priorities of this project, including the use of dedicated funds.

 

 

 

Article 36       Patents

 

Point 1

 

A patent is a legal title granting its holder the exclusive right to make use of an invention for a limited area and time by stopping others from, amongst other things, making, using or selling it without authorization.

 

Point 2

 

Whenever applicable, the International Bureau shall submit to the relevant international organi­zations, on behalf of the Telematics Cooperative members, requests to grant exclusive rights to the members to exploit an invention to strengthen their market position.

 

 

 

Article 37       Copyrights

 

Point 1

 

The UPU, through its International Bureau, shall retain on behalf of all its members exclusive and full rights for the following trade names and associated logos:

–        International Postal Systems (IPS)

–        International Financial Systems (IFS)

–        POST*Net, POST*Mail, POST*Star, POST*Giro, POST*Info

 

Point 2

 

The International Bureau, on behalf of the members of the Telematics Cooperative, shall retain copyrights for applications, products, services, manuals, trade names, and logos produced by the Telematics Cooperative.

 

 

 

Article 38       Intellectual property

 

Point 1

 

For as long as the Telematics Cooperative remains a non-legal entity, intellectual property rights shall belong to the UPU.

 

Point 2

 

The UPU shall solicit the cooperation of the World Intellectual Property Organization (WIPO) for the registration and protection of its intellectual property rights.

 

Point 3

 

The UPU can be entrusted with retaining the intellectual property rights on behalf of the members of the Cooperative and engage, in cooperation with its members, actions, legal or otherwise, against infringements.

 

Point 4

 

Members of the Telematics Cooperative can use the information acquired through their participa­tion in Telematics Cooperative meeting to their benefit as long as they do not infringe upon the rights of other Telematics Cooperative members.

 

 

 

Article 39       Confidentiality

 

Point 1

 

Members acknowledge by joining the Telematics Cooperative that they will receive confidential information and trade secrets from each other in connection with the strategies, objectives, and projects established or conducted within the scope of the Cooperative.

 

Point 2

 

Confidential Information shall be deemed to include all the information each member receives individually from other members, or collectively through User Group or General Assembly meet­ings, with the exception of anything designated as non-Confidential Information.

 

Point 3

 

The members agree to maintain the secrecy of the confidential information and agree neither to use it (except for purposes of performing their duties within the Cooperative) nor to disclose it to anyone outside the members of the Cooperative or to anyone within the member’s organizations who do not have a need to know.

 

Point 4

 

Confidential information shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of a member or is rightfully acquired from a third party who is not in breach of an agreement to keep such informa­tion confidential.

 

Point 5

 

These non-disclosure obligations shall be autonomous, distinct and independent from the rest of these Statutes and such shall survive the termination of a member’s adhesion to the Telematics Cooperative.