Decision making in the AEShareNet licensing system
Various decisions entailed by the establishment and operation of the AEShareNet licensing system will be taken as follows.
- Changes to the Memorandum and Articles of Association of the Company. Under the Corporations Law, changes require a 75% majority of each Class of Member present and voting at a General Meeting. For details of Membership Classes, see AEShareNet Constitution.
- Adoption of the Charter and amendments to the Charter. Require a majority of members present and voting at a General Meeting of the Company.
- Admission of a new Member. The Company may admit Members if satisfied that they belong to an eligible Class and if the Member Profile is in order.
- Amendment of a Member Profile. May be made by the Company on application by the Member, or on its own motion under certain circumstances.
- Adoption of a Mark Profile; Amendments to a Mark Profile. May be made either by a decision of the Board, or a decision of a General Meeting. A decision of a General Meeting overrides a decision of the Board.
- Application of a Licence Mark. That is a prerogative of the Member owning copyright in the relevant Material. The Company shall establish and provide Member access to systems which enable Marking in a manner which permits easy retrieval of the associated Licence details (such as by hyperlinking).
- Acceptance of a Licence offer. That is a prerogative of the Member to whom the offer applies. The Company shall establish and provide Member access to systems which enable Acceptances to be registered.
- Disputes arising under the Memorandum and Articles of Association. The general provisions of the Corporations Law would apply.
- Disputes arising under the Charter or a Licence. Must be submitted to alternative dispute resolution prior to litigation - see Dispute resolution. [It is still to be determined whether the outcome would be binding.] The Company may provide a list of recommended providers, or may arrange period contracts with providers to pre-arrange terms under which their services would be provided. But it would not otherwise be involved in the dispute resolution process itself. Note that this does not apply to a dispute or issue which is justifiable under the Corporations Law, which are dealt with under the previous point.
- Cancellation of Membership. The Corporations Law provides some general rules relating to the expulsion of a member of a company. In addition, a Member may be expelled from the Company on the direction of the Board in the event of insolvency or a breach of the Charter (such as failure to comply with the outcome of a binding dispute resolution process).
- Resignation of Member. A Member may resign at any time but will be liable to contribute an amount up to the set limit in the event of a winding up of the Company within 12 months.
- Fees. Membership payments, annual subscriptions, and maximum contributions in the event of winding up are set out in the Memorandum and Articles of Association. In addition, the Board may establish and set the level of fees for services and transactions (including materials registration, and Acceptance transactions) provided or mediated by the Company.