blu-ray disc association committee rules revised june … · 3) educate the market about the...

BLU-RAY DISC ASSOCIATION COMMITTEE RULES Revised June 28, 2016

Section 1. General Provisions ............................................................................................................................. 3 Section 2. Establishment of Task Force ............................................................................................................. 3

A. Membership .................................................................................................................................... 3 B. Management ................................................................................................................................... 3 C. Decisions ......................................................................................................................................... 3

Section 3. Other Subordinate Organizations .................................................................................................... 4

A: Promotion Committee (“PC”) ........................................................................................................ 4 1. Objectives ..................................................................................................................................... 4 2. Activities ....................................................................................................................................... 4 3. Participants .................................................................................................................................... 5 4. Organization .................................................................................................................................. 5 5. GPC .............................................................................................................................................. 5 6. Regional Promotion Teams ............................................................................................................. 5 7. Chair and Vice Chair ...................................................................................................................... 6 8. Decisions by the PC ....................................................................................................................... 7 B: Compliance Committee (“CC”) ..................................................................................................... 8 1. Objectives ..................................................................................................................................... 8 2. Activities ....................................................................................................................................... 8 3. Organization .................................................................................................................................. 9 4. Participants .................................................................................................................................... 9 5. CCSC .......................................................................................................................................... 10 6. VSG ............................................................................................................................................ 10 7. SCG ............................................................................................................................................ 11 8. RRT Confidentiality Obligations ................................................................................................... 11 9. TSG ............................................................................................................................................ 12 10. TTG ............................................................................................................................................ 13 11. WG ............................................................................................................................................. 13 12. Chair and Vice Chair .................................................................................................................... 13 13. Decisions by the CCSC, SGs and WGs .......................................................................................... 14 C: Joint Technical Committee (“JTC”) ............................................................................................. 16 1. Objectives ................................................................................................................................... 16 2. Activities ..................................................................................................................................... 16 3. Participants .................................................................................................................................. 17 4. Organization ................................................................................................................................ 17 5. Decisions by the JTC .................................................................................................................... 18 D: Technical Expert Group (“TEG”) ................................................................................................ 20 1. Objectives ................................................................................................................................... 20 2. Activities ..................................................................................................................................... 20 3. Participants .................................................................................................................................. 20 4. Organization ................................................................................................................................ 21 5. Decisions by the TEGs ................................................................................................................. 22 E: Mission Specialist Team (“MST”) ................................................................................................ 23 1. Objectives ................................................................................................................................... 23 2. Activities ..................................................................................................................................... 23

Committee Rules – Revised June 28, 2016

3. Participants .................................................................................................................................. 23 4. Organization ................................................................................................................................ 23 5. Decisions by the MSTs ................................................................................................................. 24 F: Technical Task Force (“TTF”) ...................................................................................................... 25 1. Objectives ................................................................................................................................... 25 2. Activities ..................................................................................................................................... 25 3. Participants .................................................................................................................................. 25 4. Organization ................................................................................................................................ 26 5. Decisions by the TTFs .................................................................................................................. 26 G: Legal and Licensing Committee (“LLC”) .................................................................................... 28 1. Objectives ................................................................................................................................... 28 2. Activities ..................................................................................................................................... 28 3. Participants: ................................................................................................................................. 28 4. Organization ................................................................................................................................ 29 5. Decisions by the LLC ................................................................................................................... 29 H: Content Protection Committee (“CPC”) ...................................................................................... 31 1. Objectives ................................................................................................................................... 31 2. Activities ..................................................................................................................................... 31 3. Participants .................................................................................................................................. 32 4. Organization ................................................................................................................................ 32 5. Decisions by the CPC ................................................................................................................... 33 Section 4. Chairs and Vice Chairs ..................................................................................................... 34 A. Qualified Candidates for the Chair and the Vice Chair .................................................................... 34 B. Election of the Chair .................................................................................................................... 34 C. Appointment of the Chair ............................................................................................................. 35 D. Term of Office of the Chair ........................................................................................................... 35 E. Resignation of the Chair ............................................................................................................... 35 F. Dismissal of the Chair .................................................................................................................. 36 G. Nomination of Vice Chairs ............................................................................................................ 36 H. Term of Office of the Vice Chairs .................................................................................................. 36 I. Resignation of the Vice Chairs ...................................................................................................... 36

Section 5. Exchange of Confidential Information for Contributor Members ............................................. 36

Section 6: Management of Meetings ................................................................................................. 37 A. Teleconference Times ................................................................................................................... 37 B. Absence of a Quorum ................................................................................................................... 37 Exhibit A: Call Rotation Schedule .................................................................................................... 38


Section 1. General Provisions These rules (“Rules”) set forth the structure and rules for the subordinate organizations of the Blu-Ray Disc Association (“BDA”), including committees and task forces. These Rules will be issued and amended from time to time by the Board of Directors of the BDA (“BOD”). Unless otherwise provided in these Rules, the capitalized terms used in these Rules shall have the same meaning as those set forth in the Bylaws. Section 2. Establishment of Task Force A. Membership The BOD may set up a Task Force (“TF”) for a specific task in which Contributor Members whose representatives serve on the BOD (“BOD Member Company(ies)”) may participate and the BOD can dissolve such TF upon acceptance of the end result achieved by the TF. Upon the recommendation of a TF, the BOD may allow, at its sole discretion, the limited participation in the TF by other Members or Entities that are not Members (either, singly a “Participant”). Such recommendation of the TF and the decision of the BOD will be made with due consideration of the mission and charter of the TF, the additive nature of the proposed Participant’s expected contributions to the TF, confidentiality concerns, as well as other relevant factors. Approved Participants shall participate in the TF only for the limited purposes requested by the TF and shall not have voting rights in the TF. B. Management The BOD may decide how to manage each TF on a case by case basis. Reasonable quorum and voting rules and TF subgroups may be established by the TF and are subject to BOD approval. In the absence of the establishment of quorum and voting rules by the TF, “TF Voters” shall be the BOD Member Companies who have signed up for the TF and have not been absent in the preceding consecutive two TF meetings, and a quorum for a voting will be constituted if 1) more than 50% of all TF Voters, excluding TF Voters that have sent any notice of absence to the TF Chair before the voting, are present (in person, by telephone, video conference or other electronic means) at the voting and 2) the TF Voters present at the voting are not less than 25% of all TF Voters. Unless otherwise approved by the BOD, any group subordinate to a TF created under this Section shall be constituted by the same Members and governed by the same rules as the TF to which it reports. C. Decisions Decisions within the TF shall be made by unanimous consensus, or, if unanimous consensus cannot be reached, by Super Majority Vote of all the relevant TF Voters. A TF shall make a direct recommendation to the BOD. The BOD will decide, at its own discretion, whether it wishes to adopt such recommendation.


Section 3. Other Subordinate Organizations A: Promotion Committee (“PC”) 1. Objectives The objectives of the PC are:

a. To formulate a strategic approach to promote the Formats in various product categories on a global basis; and

1. To implement events and activities to: 1) Promote the Formats; 2) Showcase the products complying to the Formats (“Products”); 3) Educate the market about the Formats and technology adopted in the Formats; and 4) Create mechanisms for the General Members to participate in the activities of the PC.

2. Activities For achieving the foregoing objectives, the PC is assigned and authorized by the BOD to:

a. Develop an overall promotion strategy;

b. Develop a global promotion plan with inputs from the Regional Promotion Teams (as defined below);

c. Create budget for the activities of the PC with inputs from the Regional Promotion Teams,

subject to the approval from the BOD;

d. Select and manage public relations agencies;

e. Issue press releases on behalf of the BDA after obtaining unanimous approval from the BOD;

f. Establish and disband task forces as needed for specific promotion activities;

g. Make and revise a guideline for the decision making process within the BDA regarding

press releases or other public communications, subject to the approval from the BOD, and provide other subordinate organizations of the BDA with such guidelines;

h. Request the BOD to authorize the PC to have joint meetings with a General Member or

invite any party that is not a Member to participate in PC meetings with due consideration of confidentiality; and


i. Perform any other tasks inseparably related to or necessary for achieving the foregoing objectives and activities, or tasks within the scope of the above objectives duly assigned by the BOD from time to time.

3. Participants The Contributor Members are entitled to participate in the activities of the PC in accordance with the following classification of participants in each organization within the PC:

a. The Global Promotion Committee (“GPC”) shall consist of the BOD Member Companies, the Chair and Vice Chairs of the Global Promotion Committee, and the Chairs of the Regional Promotion Teams (defined below).

b. Any Contributor Member may participate in any activities of the Regional Promotion Teams.

4. Organization The PC is made up of the GPC and the following three subordinate groups (each, a “Regional Promotion Team”):

a. The America Promotion Team; b. The Europe Promotion Team; and c. The Japan and Asia Pacific Promotion Team.

5. GPC The GPC shall serve as the organization having the ultimate authority within the PC for deciding all the issues that the PC is authorized and assigned to decide under these Rules. The GPC may represent and act on behalf of the PC and delegate a part of its authority and assignments to any or all of the Regional Promotion Teams. The objectives and activities of the GPC are identical to those of the PC. 6. Regional Promotion Teams

a. The objective of each Regional Promotion Team is to implement promotion strategy approved by the GPC according to the regional coverage assigned to each Regional Promotion Team.

b. For achieving the foregoing objective, each Regional Promotion Team, for its respective

region, is assigned and authorized by the GPC to:

1) Define and implement promotion strategy and budget; 2) Plan and manage promotional events in connection with the technology adopted in the

Formats and the compatibility among the Products; 3) Manage regional public relations agencies;


4) Establish and maintain relationships with the press and analysts to foster positive public opinions toward the BDA and the Formats;

5) Establish criteria for evaluating the effectiveness of its own activities and, upon request from the GPC, report its evaluations to the GPC;

6) Define meeting frequency and participants of its activities; 7) Disseminate messages to the press and analysts after obtaining approval from the GPC;

and 8) Create a mechanism for the General Members to participate in the Regional Promotion

Teams activities. 7. Chair and Vice Chair

a. The GPC Chair and each Chair of the Regional Promotion Teams shall perform the following tasks for their respective groups:

1) Set the schedule for, preside over and facilitate the meetings; 2) Prepare meeting agendas; 3) Create and align overall activity schedule and budget; 4) In the case of the GPC Chair, maintain interface to the public relations agencies and,

monitor their performance; 5) Coordinate promotion strategy development; 6) In the case of the GPC Chair, periodically report activities and progress to the BOD and

President; 7) Ensure BOD direction is properly disseminated; 8) Initiate and complete voting procedures as necessary; and 9) Perform any other tasks inseparably related to or necessary for achieving the foregoing

tasks.

b. Each GPC Vice Chair and each Vice Chair of the Regional Promotion Teams shall perform the following tasks for their respective groups:

1) Assist the Chair in coordination of the activities of the group; 2) Play the role of the Chair in the case that the Chair is unable to perform one or more of

his/her tasks; provided that the Chair shall decide which Vice Chair will act as the Chair in each such case;

3) In the case of the GPC Vice Chairs, participate in preparing status reports of the PC to the BOD;

4) Compile notes and actions of the meetings and distribute meeting minutes; 5) Maintain an archive of documents, e.g. agendas, minutes, and presentation materials; 6) Maintain the email reflector(s); and 7) Follow up on the status of pending action items.


8. Decisions by the PC

a. Subject to Clause 5, E. of the Bylaws, each BOD Member Company has one vote for each voted proposal in the GPC and the Regional Promotion Team in which such Member participates.

b. The GPC and the Regional Promotion Teams will attempt to make decisions by unanimous

consensus. If unanimous consensus cannot be reached, the decision shall be made by the following voting rules:

1) The quorum for a vote is constituted by the presence of 75% or more of all BOD

Member Companies participating in the GPC and/or the Regional Promotion Team in which the voting is proceeding (such present Member is referred to as “PC Voter”);

2) Each PC Voter shall cast a vote as “Yes” or “No,” or may abstain from voting; 3) The number of abstentions shall not be included in the number of votes cast in a voting

procedure; 4) A voted proposal shall be approved if more than 50% of the votes “Yes.”

c. For time-sensitive and non-controversial topics, the GPC Chair or each Chair of the

Regional Promotion Teams, as applicable, may initiate a vote by email pursuant to the following voting rules: 1) The Chair shall notify by email all BOD Member Companies participating in the

activities of the relevant group of proposals to be voted and a due date for casting a vote on the proposals;

2) The due date set by the Chair shall not be earlier than the 7th business day after the date when the above notification is made and the due date is deemed to have passed when the due date under PST or PDT has passed;

3) A voted proposal shall be approved if more than 50% of the BOD Member Companies that have voted on the proposal by the due date have voted “Yes” for the proposal.

d. Notwithstanding the foregoing voting rules, no press release shall be issued by the PC until the BOD has approved the press release by Unanimous Consensus.


B: Compliance Committee (“CC”) 1. Objectives The objectives of the CC are:

a. Ensuring the compatibility and interchangeability of Products; b. Supporting fast and broad acceptance of the Formats in the industry; and c. Supporting correct implementation of the Formats in Products.

2. Activities For achieving the foregoing objectives, the CC is assigned and authorized by the BOD to:

a. Technically support duly licensed parties in the manufacture of Products through the following activities: 1) Establishing policy and procedures for verification services, subject to the approval by

the BOD; 2) Supervising verification services performed by the Blu-ray Disc Testing Centers

defined in applicable license agreements for the Formats (“Testing Centers”); 3) Performing compatibility and interchangeability tests; 4) Creating or revising test specifications for the conformity tests, subject to the approval

by the BOD; and 5) Preparing reference discs, calibration discs, application test discs and disc verification

tools;

b. Consult with the JTC and other subordinate organizations of the BDA to review and attempt to resolve problems in the practical implementation of any Format or test specification;

c. Manage activities to resolve technical requirements or issues across subordinate groups of the CC (“SGs”) by:

1) Providing SGs with necessary instructions and assignments; 2) Prioritizing activities within and across SGs; and 3) Technically advising SGs if any SGs fails to resolve technical requirements or issues

within a reasonable period of time;

d. Establish or dissolve SGs, subject to the approval by the BOD;

e. Approve any SG to establish its subordinate Working Groups (“WGs”) to investigate specific technical issues within the appropriate time period;

f. Periodically report to the BOD on the activities of the CC;

g. Communicate under due consideration of confidentiality with a licensing entity for the


Formats appointed by the BOD (hereinafter in this Subsection B referred to as “Licensing Entity”) to the extent reasonably necessary to achieve the objectives of the CC;

h. Invite the Licensing Entity under due consideration of confidentiality to the CC Steering

Council (“CCSC”) as an observer to the extent reasonably necessary to achieve the objectives of the CC;

i. Request the BOD to authorize the CC, including the CCSC, SGs and WGs, to have joint meetings from time to time with one or more General Members under due consideration of confidentiality;

j. Make public statements of information from time to time with respect to the activities of

the CC under due consideration of confidentiality and in cooperation with the Promotion Committee; and

k. Perform any other task inseparably related to or necessary for achieving the foregoing

objectives and activities, or tasks within the scope of the above objectives duly assigned by the BOD to the CC from time to time.

3. Organization

The CC is made up of the CCSC and the following four subordinate groups: a. Verification Service Group (“VSG”); b. System Compatibility Group ( “SCG”); c. Test Specification Group (“TSG”); and d. Test Tools Group (“TTG”).

4. Participants The Contributor Members are entitled to participate in the activities of the CC in accordance with the following classification of participants in each organization within the CC:

a. The CCSC shall consist of the BOD Member Companies, the Chair and Vice Chairs of the CCSC, and the Chairs of the SGs.

b. The following parties may participate in all activities of the VSG:

1) Any BOD Member Company; 2) Any Contributor Member that acts as a Testing Center; and 3) Any Contributor Member that has not acted as a Testing Center but has the intention to

act as a Testing Center; provided that such Contributor Member shall be: a) A party that agrees to perform as a Testing Center within 2 years after its initial

participation in the Verification Service Group; b) A party retaining the access right to a Format or any draft of a future Format that

the party indispensably needs to refer to during its performance as a Testing Center;


c) A party that: i) Participates or has participated in the activities of a Technical Expert Group

(“TEG”) that creates test specifications and test tools to verify whether a product is in compliance with a Format; or

ii) Manufactures and sells recorders, drives, discs, test tools or software in compliance with a Format; and

d) A party that obtained and maintains effective approval from the CCSC for its participation in the activities of the VSG after the party applied for the participation by submitting to CCSC a written statement as to any possible contribution the party can make as a Testing Center, the party’s knowledge and technical capacity to act as a Testing Center, the party’s experience in comparable activities for other optical disc related formats, and available equipment and manpower of the party to act as a Testing Center.

c. The following parties may participate in all activities of the TTG:

1) Any BOD Member Company; 2) Any Contributor Member that creates, improves or maintains application compliance

tests for Blu-ray Disc players or discs (“Test Tool Creator”) or otherwise substantially supports the TTG activities; provided that such Contributor Member shall be: i. A party retaining the access right to a Format or any draft of a future Format that

the party indispensably needs to refer to during its performance as a Test Tool Creator or in order to support the TTG activities; and

ii. A party that obtained and maintains effective approval from the CCSC for its participation in the activities of the TTG after the party applied for the participation by submitting to CCSC a written statement as to any possible contribution the party can make to TTG activities.

d. All activities of the SCG and the TSG may be participated in by any Contributor Member.

5. CCSC The CCSC shall serve as the organization having the ultimate authority within the CC for deciding all the issues that the CC is authorized and assigned to decide under these Rules. The CCSC may represent and act on behalf of the CC and delegate a part of its authority and assignments to any or all of the subordinate groups in its own discretion. The objectives and activities of the CCSC are identical to those of the CC. 6. VSG

a. The objectives of the VSG are to review and establish policy and procedures for verification services, and supervise the verification services performed by the Testing Centers.

b. For achieving the foregoing objectives, the VSG is assigned and authorized by the CCSC

to:


1) Review pre-existing applicable verification procedures and, if reasonably necessary,

define logistics, technical procedures, templates, rules and plans for the verification to be performed by the Testing Centers;

2) Define procedures to ensure calibration and consistency of verification results between or among the Testing Centers;

3) Define requirements for qualification and performance of the Testing Centers; 4) Audit the Testing Centers; 5) Establish guidelines for communication between or among the Testing Centers; 6) Define plans and rules for market inspection to be performed by the CCSC; 7) Organize and manage market inspection upon request of the CCSC; 8) Establish or dissolve WGs, including a WG consisting of Testing Centers, to study

issues related to the execution of verification or market inspection, subject to the approval by the CCSC;

9) Share within the CC information relating to any problem in implementing any Format or test specifications established by the TSG; and

10) Perform any other tasks inseparably related to or necessary for achieving the foregoing activities or tasks within the scope of the above objectives duly assigned to the VSG from time to time.

7. SCG

a. The objectives of the SCG are to organize and execute compatibility and interchangeability tests, such as Round Robin Tests (“RRTs”), to be participated in by parties that have obtained and maintain the relevant licenses to manufacture Products and who agree to the RRT Confidentiality Obligations as set forth below (participants in the RRTs are referred to as “RRT Participants”) and to analyze the result of the tests.

b. For achieving the foregoing objectives, the SCG is assigned and authorized by the CCSC

to: 1) Organize and execute the RRTs for the Products; 2) Analyze the results of the RRTs; 3) If requested by the CCSC from time to time, review information in connection with the

activities of the SCG to be disclosed to the Members; 4) Establish or dissolve WGs, subject to the approval by the CCSC; and 5) Perform any other tasks inseparably related to or necessary for achieving the foregoing

activities or tasks within the scope of the above objectives duly assigned to the SCG from time to time.

c. The SCG shall ensure that all RRT Participants agree to and comply with the RRT

Confidentiality Obligations set forth below: 8. RRT Confidentiality Obligations

a. Any information that is disclosed, obtained and/or exchanged during a RRT (“RRT


Confidential Information”) shall be used solely (i) for the objectives of the SCG as listed above and (ii) for maintaining and improving the compatibility and interchangeability of products of the RRT Participants that have participated in such RRT.

b. The RRT Confidential Information may be shared only by (i) the RRT Participants that have

participated in such RRT, (ii) the SCG Chair, (iii) any SCG Vice Chair who has been duly assigned by the SCG Chair to organize such RRT prior to such RRT and (iv) a Chair of a WG assigned to organize such RRT.

c. Without obtaining prior written approval from the RRT Participant that disclosed any RRT

Confidential Information, neither any RRT Participant, the SCG Chair, any SCG Vice Chair nor the Chair of the WG assigned to organize such RRT shall disclose such RRT Confidential Information to any party that has not participated in the RRT during which such RRT Confidential Information was disclosed, obtained and/or exchanged.

d. Notwithstanding the foregoing, these RRT Confidentiality Obligations shall not extend to

any information that:

1) Was public at the time it was disclosed or becomes public after its disclosure without violation of this RRT Confidentiality Obligations;

2) Was lawfully obtained without restriction from a third party who is not bound by similar confidentiality obligations; or

3) Was independently developed by the receiving RRT Participant. e. For the avoidance of doubt, these RRT Confidentiality Obligations shall supersede the

confidentiality obligations set forth in Clause 22 of the Bylaws in respect of the RRT Confidential Information. This RRT Confidential Obligations shall survive the termination of the Bylaws, these Rules, any completion or discontinuation of any RRT, any resignation or termination of a Membership and any discontinuation of a RRT Participant’s participation in a RRT.

9. TSG

a. The objective of the TSG is to create clear and practical test specifications for conformity tests for Products.

b. For achieving the foregoing objective, the TSG is assigned and authorized by the CCSC to:

1) Create, evaluate and review test specifications and test methods which may include basic requirements for test tools such as verifier, test discs and reference discs;

2) Distribute the reference discs to relevant parties under due consideration of confidentiality;

3) Distribute test discs to the Licensees; 4) Establish or dissolve WGs, subject to the approval by the CCSC; and 5) Perform any other tasks inseparably related to or necessary for achieving the foregoing

activities or tasks within the scope of the above objectives duly assigned to the TSG


from time to time.

10. TTG

a. The objectives of the TTG are to coordinate the creation, improvement and maintenance

of application compliance tests for Blu-ray Disc players and discs.

b. For achieving the foregoing objectives, the TTG is assigned and authorized by the CCSC to:

1) Create, review and approve test requirement specifications for test tools for the

purpose of application format compliance testing; 2) Evaluate test tools (test discs and disc verification tools) and associated documents

against the test requirements specifications and the format specifications; 3) Formally approve test tools to become official Blu-ray Disc compliance tools; 4) Work closely with test tool creators in relation to the above 3 items; 5) Provide an official venue for judging tests challenged by licensees and in case there is

a dispute on test results between licensees and testing centers; 6) Exclude or reinstate tests; 7) Maintain formal lists of excluded tests; 8) Create and maintain policies and rules for test exclusions, test tool, test documentation

updates and others as necessary; and 9) Perform any other tasks inseparably related to or necessary for achieving the

foregoing activities or tasks within the scope of the above objectives duly assigned to the TTG from time to time.

11. WG

a. The objectives of any WG are to study specific technical issues assigned by the SG that established the WG (“Establishing SG”). The maximum duration of each WG is two years from its establishment; provided that after its two year term, the continuation of such WG can be decided by the Establishing SG.

b. For achieving the foregoing objective, each WG is assigned and authorized by the CCSC and Establishing SG to:

1) Investigate specific technical issues assigned by the Establishing SG; and 2) Report the results of its investigation to the Establishing SG.

12. Chair and Vice Chair

a. The CCSC Chair and each Chair of the SGs and WGs shall perform the following tasks for their respective groups:


1) Preside over and facilitate the meetings; 2) Determine the time and place for the meetings after consulting with the Vice Chairs; 3) Notify all Contributor Members in the relevant group of the date and place of the

meetings at least 21 days prior to each meeting; provided that in the case of a telephone conference, a notice period of at least 14 days prior may be given; any notice period may be reasonably shortened by the Chair unless more than 25% of the Members timely object;

4) Prepare agenda for each meeting after consultation with the Vice Chairs; 5) Communicate with or report to the BOD, President, Secretary Office, and other

subordinate organizations of the BDA; 6) Report updated information or results of the discussions in the meetings to the

organization of the BDA that requires such report or is expected to be reported under these Rules;

7) In the case of the CCSC Chair, request BOD decisions on matters that could not be resolved by the CC within a reasonable period of time;

8) Ensure proper dissemination of the BOD directions or other information within the CC; 9) Make and coordinate technical presentations if so requested by the BOD and, only in

the case of the CCSC Chair, make announcements in public in cooperation with the PC; 10) In the case of an WG Chair, assist the Chair of the relevant SG if so requested; 11) Assign any part of his/her tasks as the Chair to a Vice Chair or any other individual duly

entitled to participate in the activities of the group; and 12) Perform any other tasks inseparably related to or necessary for achieving the foregoing

tasks.

b. The CCSC Vice Chair and each Vice Chair of the SGs and WGs shall perform the following tasks for their respective groups: 1) Assist the Chair; 2) Participate in and contribute to the preparation of the meetings with the Chair; 3) Play the role of the Chair in the case that the Chair is unable to perform one or more of


4) Participate in and contribute to the preparation of update information on the discussion made in the meetings;

5) Archive agenda, minutes, presentation materials and other documents used during the meetings;

6) Maintain the email reflector(s); 7) Draft meeting minutes and action lists; 8) Follow up on the status of pending action items; and 9) Distribute the agenda for each meeting after reaching an agreement on such agenda with

the Chair. 13. Decisions by the CCSC, SGs and WGs


a. Subject to Clause 5, E. of the Bylaws, Contributor Members that have participated (in

person, by telephone, video conference or other electronic means) in at least one of the preceding consecutive two meetings of the CCSC, SGs and/or WGs constitute “CC Voter(s).”

b. Each CC Voter has one vote for each voted proposal in a meeting in which such CC Voter participates.

c. The CCSC, SGs and WGs will attempt to make decisions by unanimous consensus. If unanimous consensus cannot be reached, the decision shall be made by the following voting rules:

1) The quorum for a voting is constituted if more than 50% of all CC Voters, excluding

CC Voters that have sent any notice of absence to the relevant Chair before the voting, are present at the voting (in person, or by telephone, video conference or other electronic means) and the CC Voters present at the voting are not less than 20% of all CC Voters;

2) Each Voter attending the meeting shall cast a vote as “Yes,” “No,” or “Follow the Majority,” or may abstain from voting;

3) The number of abstentions will not be included in the number of votes cast in a voting procedure;

4) If one-third or more of the CC Voters attending at a voting have abstained from voting, then the voted proposal shall be rejected;

5) “Follow the Majority” vote shall mean an affirmative vote to support “Yes” or “No,” whichever obtains larger number of votes;

6) A voted proposal is approved if at least 66.7% of the votes are “Yes” or “Follow the Majority;” provided that (1) if the number of the votes for “Yes” equals or is less than the number of the votes for “No” or (2) if the number of the votes for “Yes” is less than 33.3% of the votes, the voted proposal shall not be deemed approved and can be further discussed in the relevant group.

d. For time-sensitive and non-controversial topics or in the case where the above quorum is

not constituted, each Chair can initiate a voting by email. 1) For such voting by email, the foregoing voting rules and voting rights shall apply;

provided that any CC Voter who has not sent its email vote before the due date set by the Chair shall be considered absent. The due date shall be set by the Chair and shall be at least 10 business days after initiating the email vote; provided that the Chair may invite CC Voters to voluntarily cast votes within shorter period of time than the 10 business day period.

2) In any case, at any time prior to the due date, if the minimum number of affirmative votes required to approve are met or exceeded, or the minimum number of negative votes required to reject are met or exceeded, the voted matter shall be decided accordingly.


C: Joint Technical Committee (“JTC”) 1. Objectives The objectives of the JTC are:

a. Coordinating and accelerating technical discussion in and among the TEGs and TTFs and submitting technical proposals to the BOD; and

b. To the extent that the JTC is duly authorized by the BOD or the PC, making public statements on behalf of the BDA from the technical point of view in accordance with strategic guidelines of the PC.

2. Activities For achieving the foregoing objectives, the JTC is assigned and authorized by the BOD to:

a. Establish necessary TEGs and TTFs and determine their assignments and tasks, subject to

approval by the BOD;

b. Ensure proper dissemination of the BOD directions to the TEGs and TTFs;

c. Manage activities to resolve technical requirements or issues across TEGs and TTFs by:

1) Prioritizing activities within and across TEGs and TTFs; and, 2) Technically advising TEGs and TTFs if any such TEG fails to resolve technical

requirements or issues within a reasonable period of time;

d. Review schedules, milestones and progress reports on the activities of TEGs and TTFs that are submitted to the JTC;

e. Request TEGs and TTFs to reconsider any technical issue that has been reported to the JTC;

f. Review and confirm (or reject, or request to clarify) proposals from TEGs and TTFs for final approval by the BOD to adopt and publish any Format;

g. Submit confirmed proposals from TEGs and TTFs to the BOD for its approval;

h. Provide final approval with respect to editorial or minor changes to a proposal of any Format prepared by TEGs;

i. Report technical issues to the BOD if the JTC fails to reach any decision on a specific

technical issue within a reasonable period of time and provide the BOD with reasonable options for its decision;

j. Report to the BOD on the activities of the JTC, TEGs and TTFs;


k. To the extent that the JTC is duly authorized by the BOD, approve or reject TEG’s or TTF’s

request to have joint meetings with a party that is not a Member or with a Member that is not a member of any TEG, MST or TTF;

l. Dissolve TEGs and TTFs upon completion of their assignments and tasks, subject to the

approval from the BOD;

m. Approve or reject TEG’s request to establish and dissolve MSTs; and

n. Perform any other tasks inseparably related to or necessary for achieving the foregoing objectives and activities or tasks within the scope of the above objectives duly assigned by the BOD to the JTC from time to time.

3. Participants

a. The JTC shall consist of one or two persons from each BOD Member Company, the TEG Chairs, the JTC Chair and JTC Vice Chairs (collectively, “JTC Constituent(s)”). The selection process for TEG Chairs, the JTC Chair, and the JTC Vice Chairs is set forth in Section 4 of these Committee Rules.

b. The JTC participants shall include the JTC Constituents together with individuals from Members duly invited to attend by the JTC; provided that the JTC shall take due consideration of confidentiality in inviting individuals from the General Members.

c. Notwithstanding the foregoing, individuals from the BOD Member Companies may attend any JTC meetings as observers.

4. Organization

a. If any JTC Chair and JTC Vice Chairs are appointed in accordance with the procedure set forth in Section 4 of these Committee Rules, such appointed JTC Chair and such appointed JTC Vice Chairs shall perform the tasks of the JTC Vice Chairs as specified below.

b. Regular or special JTC meetings shall be held at a place and time designated by the BOD

or at a place and time designated by the JTC Chair after consultation with the JTC Vice Chairs.

c. The JTC Chair shall perform the following tasks for the JTC::

1) Preside over and facilitate JTC meetings; 2) Notify all JTC Constituents of the JTC meeting of the date and place of the Meeting at

least 21 days prior to each meeting; provided that in the case of a telephone conference, a notice period of at least 14 days may be given; any notice period may be reasonably shortened by the Chair unless more than 25% of the JTC Constituents timely object;

3) Prepare agenda for each JTC meeting after consultation with the JTC Vice Chairs;


4) On behalf of the JTC, communicate with or report to the BOD, President, Secretary Office, TEGs and other subordinate organizations of the BDA;

5) Report to the BOD updated information on the activities of the JTC, TEGs and TTFs; 6) Request the BOD decisions on matters that could not be resolved by the JTC within a

reasonable period of time; 7) Request the BOD to adopt any Format proposals approved by the JTC; 8) Make and coordinate technical presentations or announcements in public in cooperation

with the PC; and 9) Perform any other tasks inseparably related to or necessary for achieving the foregoing

objectives and activities or tasks within the scope of the above objectives duly assigned by the BOD to the JTC from time to time.

d. The JTC Vice Chairs shall perform the following tasks for the JTC:

1) Assist the JTC Chair; 2) Participate in and contribute to the preparation of the JTC meetings with JTC Chair; 3) Play the role of the JTC Chair in the case that the JTC Chair is unable to perform one

or more of his/her tasks; provided that the JTC Chair shall decide which JTC Vice Chair will act as the JTC Chair in each such case;

4) Participate in and contribute to the preparation of update information on the activities of the JTC, TEGs and TTFs to be reported to the BOD;

5) Archive agenda, minutes, presentation materials and other documents used during JTC meetings;

6) Maintain email reflector(s); 7) Draft meeting minutes and action lists; 8) Follow up on the status of pending action items; and 9) Distribute the agenda for each JTC meeting after the JTC Chair has finalized the agenda.

5. Decisions by the JTC

a. Subject to Clause 5, E., of the Bylaws, each BOD Member Company participating in the JTC has one vote for each voted proposal in the JTC; provided that only BOD Member Companies that have signed up for the JTC and have not been absent in the preceding consecutive two JTC meetings shall have such voting right (such attending Contributor Members constitute “JTC Voter(s)”).

b. The JTC will attempt to make decisions by unanimous consensus. If unanimous consensus cannot be reached, the JTC decision shall be made by the following voting rules:

1) The quorum for a voting is constituted if (i) more than 50% of all JTC Voters, excluding

JTC Voters that have sent any notice of absence to the JTC Chair before the voting, are present (in person, by telephone, video conference or other electronic means) at the voting and (ii) the JTC Voters present at the voting are not less than 25% of all JTC Voters;

2) Each JTC Voter attending at a JTC meeting shall cast a vote as “Yes,” “No,” or “Follow the Majority” or may abstain from voting;



4) If one-third or more of the JTC Voters attending at a voting have abstained from voting, then the voted proposal shall be rejected;

5) “Follow the Majority” vote shall mean an affirmative vote to support “Yes” or “No” whichever obtains larger number of votes;

6) A voted proposal is approved if at least 66.7% of the votes are “Yes” and “Follow the Majority;” provided that (1) if the number of the votes for “Yes” equals the number of the votes for “No” and such number is less than 25% of the Votes, or (2) if all the Votes are for “Follow the Majority,” the voted proposal shall not be deemed approved and can be further discussed in the JTC.

c. For time-sensitive and non-controversial topics, the JTC Chair can initiate a voting by email.

1) For such voting by email, the foregoing voting rules and voting rights shall apply,

provided that any JTC Voter who has not sent its email votes before the due date set by the JTC Chair shall be considered absent. The due date shall be set by the JTC Chair and shall be at least 10 business days after initiating the email vote; provided that the JTC Chair may invite JTC Voters to voluntarily cast votes within shorter period of time than the 10 business day period.



D: Technical Expert Group (“TEG”) 1. Objectives The objectives of the TEGs are:

a. Creating the Format proposals; and,

b. Making proposals for revisions, extensions, improvements or enhancements to the Formats. 2. Activities For achieving the foregoing objectives, the TEGs are assigned and authorized by the JTC and the BOD to:

a. Execute activities to create Format proposals pursuant to the assignment defined by the JTC and the format creation schedule determined by the BOD with such assignment;

b. Create initial test specification proposals;

c. Establish MSTs and define and designate the assignments and tasks for the MSTs, subject to the approval from the JTC;

d. Dissolve MSTs upon completion of their assignments and tasks, subject to the approval

from the JTC;

e. Report progress to the JTC and request advice of the JTC, if necessary;

f. Propose to the JTC any versions of any Formats or any revisions or editorial or minor changes to any Formats;

g. Request the JTC to authorize the TEGs to have joint meetings with a party that is not a

Member or with a General Member under due consideration of confidentiality;

h. Request approval from the JTC for any information including Confidential Information that TEGs intends to disseminate to the General Members and, if approved, disseminate such information to the General Members; and

i. Perform any other tasks inseparably related to or necessary for achieving the foregoing

objectives and activities, or tasks within the scope of the above objectives duly assigned by the JTC or BOD.

3. Participants

Employees of each Contributor Member are eligible to participate in the activities of any TEGs subject to Clause 5, E., of the Bylaws; provided that each Contributor Member shall select


which TEGs to participate in by so informing the Secretary Office. 4. Organization

a. For any TEG Chair and TEG Vice Chairs, the following tasks shall be performed for the relevant groups:

b. Each regular or special TEG meeting shall be held at a place and time determined by each

TEG Chair after consultation with the relevant TEG Vice Chairs. c. Each TEG Chair shall perform the following tasks for their respective groups:

1) Preside over and facilitate meetings of the TEG; 2) Notify all contact persons of Contributor Members on a mailing list prepared by the

TEG of the date for each TEG meeting at least 21 days prior to each such meeting; provided that in case of telephone conference, a notice period of at least 14 days prior may be given; any notice period may be reasonably shortened by the Chair unless more than 25% of the Members timely object;

3) Prepare agenda for each TEG meeting after consultation with the TEG Vice Chairs of the TEG;

4) On behalf of the TEG, communicate with or report to the JTC, the Secretary Office, and other subordinate organizations of the BDA;

5) Report to the JTC updated information on the activities of the TEG and MSTs established by the TEG;

6) Request the JTC decisions or advice on matters that could not be resolved by the TEG within a reasonable period of time;

7) Ensure proper dissemination of the JTC or BOD directions or advice to the participants of the TEG and MSTs established by the TEG;

8) Request the JTC to approve any Format proposals to be submitted to the BOD; 9) Cooperate with the JTC Chair to prepare any presentation material with respect to the

activities of the TEG and MSTs established by the TEG; 10) Assist the JTC Chair in any matters, regardless of the scope of the objectives and

activities of the TEGs as set forth in this section, that are reasonably requested by the JTC Chair and the requested TEG Chair has agreed to assist; and

11) Perform any other tasks inseparably related to or necessary for achieving the foregoing objectives and activities, or tasks within the scope of the above objectives duly assigned by the JTC or BOD from time to time.

d. Each TEG Vice Chair shall perform the following tasks for their respective groups:

1) Assist the TEG Chair; 2) Participate in and contribute to the preparation of TEG meetings with the TEG Chair; 3) Play the role of the TEG Chair in the case that the TEG Chair is unable to perform one

or more of his/her tasks; provided that the TEG Chair shall decide which TEG Vice Chair will act as the TEG Chair in each such case;

4) Participate in and contribute to the preparation of update information on the activities


of the TEG and MSTs established by the TEG to be reported to the JTC; 5) Archive agenda, minutes, presentation materials and other documents used during the

TEG meetings; 6) Maintain the email reflector(s); 7) Draft meeting minutes and action lists; 8) Follow up on the status of pending action items; and 9) Distribute agenda to the members of the TEG for each TEG meeting after the TEG

Chair has finalized the agenda. 5. Decisions by the TEGs

a. Each of Contributor Members participating in a TEG has one vote for each voted proposal in the TEG; provided that only Contributor Members that have signed up for the TEG and have not been absent for both of the preceding two consecutive TEG meetings held in the TEG in which any voting took place shall have such voting right (such attending Contributor Members are “TEG Voter(s)”).

b. Each TEG will attempt to make decisions by unanimous consensus. If unanimous

consensus cannot be reached, the decision shall be made by the following voting rules:

1) The quorum for a voting is constituted if more than 50% of all TEG Voters excluding TEG Voters that have sent any notice of absence to a TEG Chair of their participating TEG before the voting are present (in person, by telephone, video conference or other electronic means) at the voting and the TEG Voters present at the voting are not less than 25% of all TEG Voters;

2) Each TEG Voter attending at a TEG meeting shall cast a vote as “Yes,” “No,” or “Follow the Majority” or may abstain from voting;


4) If one-third or more of the TEG Voters attending at a voting have abstained from voting, then the voted proposal shall be rejected;


6) A voted proposal is approved if at least 66.7% of the votes are “Yes” and “Follow the Majority;” provided that (1) if the number of the votes for “Yes” equals the number of the votes for “No” and such number is less than 25% of the votes, or (2) if all the votes are for “Follow the Majority,” the voted proposal shall not be deemed approved and can be further discussed.

c. For time-sensitive and non-controversial topics, any TEG Chair can initiate a voting by

email. 1) For such voting by email, the foregoing voting rules and voting rights shall apply;

provided that any TEG Voter who has not sent its email votes before the due date set by the TEG Chair shall be considered absent. The due date shall be set by the TEG Chair and shall be at least 10 business days after initiating the email vote; provided that the


TEG Chair may invite TEG Voters to voluntarily cast votes within shorter period of time than the 10 business day period. 2) 2) In any case, at any time prior to the due date, if the minimum number of

affirmative votes required to approve are met or exceeded, or the minimum number of negative votes required to reject are met or exceeded, the voted matter shall be decided accordingly.

E: Mission Specialist Team (“MST”) 1. Objectives The objectives of the MSTs are to resolve specific important technical issues in the TEG that established the MSTs (hereinafter in this Section E such TEG is referred to as “Relevant TEG”). 2. Activities For achieving the foregoing objectives, the MSTs are assigned and authorized by the relevant TEG and the JTC to:

a. Investigate issues assigned to the MSTs by the Relevant TEG;

b. Present results of its investigation and technical solutions to the relevant TEG; and

c. Request the TEG to authorize the MSTs to have joint meetings with a party that is not a Member or with a General Member under due consideration of confidentiality; provided that the attendance of the party, its purpose and its term shall be approved by Super Majority Vote within the Relevant TEG.

3. Participants Participants in a TEG are eligible to participate in the activities of the MSTs established by such TEG subject to Clause 5, E., of the Bylaws. 4. Organization

a. The maximum duration of a MST is two years from its establishment; provided, however, after its two year term, the continuation of such MST can be decided by the relevant TEG.

b. At the time when any new MST is established, a MST Chair, and a MST Vice Chair if

necessary, shall be appointed in accordance with the procedure set forth in Section 4, Chairs and Vice Chairs.

c. Each MST meeting shall be held at a place and time determined by each MST in accordance


with the decision making procedure set forth in this Subsection.

d. Each MST Chair shall perform the following tasks for their respective groups:

1) Conduct the activities of the MST; 2) Report results of investigation or propose any technical solutions to the Relevant TEG; 3) Report to the JTC all proposals including those adopted and, if the JTC requests, those

rejected in any decision making procedure; 4) Cooperate with the Relevant TEG Chair to prepare any presentation material with

respect to the activities of the Relevant MSTs; 5) Assist any TEG Chair in any matters, regardless of the scope of the objectives and

activities of the MSTs as set forth in this Subsection, that are reasonably requested by the TEG Chair and the requested MST Chair has agreed to assist; and

6) Perform any other tasks inseparably related to or necessary for achieving the foregoing objectives and activities, or tasks within the scope of the above objectives duly assigned by the Relevant TEG from time to time.

e. Each MST Vice Chair will perform the following tasks for the relevant MST:

1) Assist the MST Chair; 2) Play the role of the MST Chair in the case that the MST Chair is unable to perform one

or more of his/her tasks. 5. Decisions by the MSTs

a. Each of Contributor Members participating in a MST has one vote for each voted proposal in the MST; provided that only Contributor Members that have not been absent for both of the preceding two consecutive MST meetings held in the MST in which any voting took place shall have such voting right (such attending Contributor Members constitute “MST Voter(s)”).

b. Each MST will attempt to make decisions by unanimous consensus. If unanimous


1) The quorum for a voting is constituted if more than 50% of all MST Voters excluding MST Voters that have sent any notice to a MST Chair of their participating MST before the voting are present (in person, by telephone, video conference or other electronic means) at the voting and the MST Voters present at the voting are not less than 25% of all Voters;

2) Each MST Voter attending at a MST meeting shall cast a vote as “Yes,” “No,” or “Follow the Majority” or may abstain from voting;


4) If one-third or more of the MST Voters attending at a voting have abstained from voting, then the voted proposal shall be rejected;

5) “Follow the Majority” vote shall mean an affirmative vote to support “Yes” or “No”


whichever obtains larger number of votes; 6) A voted proposal is approved if at least 66.7% of the votes are “Yes” and “Follow the

Majority;” provided that (1) if the number of the votes for “Yes” equals the number of the votes for “No” and such number is less than 25% of the votes, or (2) if all the votes are for “Follow the Majority,” the voted proposal shall not be deemed approved and can be further discussed.

c. For time-sensitive and non-controversial topics, any MST Chair can initiate a voting by


provided that any MST Voter who has not sent its email votes before the due date set by the MST Chair shall be considered absent. The due date shall be set by the MST Chair and shall be at least 10 business days after initiating the email vote; provided that the MST Chair may invite MST Voters to voluntarily cast votes within shorter period of time than the 10 business day period.


F: Technical Task Force (“TTF”) 1. Objectives The objectives of the TTFs are:

a. Resolving specific important technical issues relating to multiple TEGs; and

b. Conducting pre-study before any new task is assigned to a TEG. 2. Activities For achieving the foregoing objectives, the TTFs are assigned and authorized by the JTC to:

a. Investigate issues assigned to the TTFs by the JTC;

b. Present results of its investigation and technical solutions to the JTC; and

c. Request the JTC to authorize the TTFs to have joint meetings with a party that is not a Member or with a General Member and/or Contributor Member under due consideration of confidentiality; provided that the attendance of the party, its purpose and its term shall be approved by Super Majority Vote within the JTC.

3. Participants


Employees of any BOD Member Company are eligible to participate in the activities of any TTF subject to Clause 5, E., of the Bylaws. 4. Organization

a. The maximum duration of a TTF is two years from its establishment; provided, however, after its two year term, the continuation of such TTF can be decided by the JTC.

b. At the time when any new TTF is established, a TTF Chair, and a TTF Vice Chair if

necessary, shall be appointed by the JTC.

c. Each TTF meeting shall be held at a place and time determined by each TTF in accordance with the decision making procedure set forth in this Subsection.

d. Each TTF Chair will perform the following tasks for the relevant TTF:

1) Conduct the activities of the TTF; 2) Report results of investigation or propose any technical solutions to the JTC; 3) Report to the JTC all proposals including those adopted and, if the JTC requests, those

rejected in any decision making procedure; 4) Cooperate with the JTC Chair to prepare any presentation material with respect to the

activities of the TTF; 5) Assist the JTC Chair in any matters, regardless of the scope of the objectives and

activities of the TTFs as set forth in this Subsection, that are reasonably requested by the JTC Chair and the requested TTF Chair has agreed to assist; and

6) Perform any other tasks inseparably related to or necessary for achieving the foregoing objectives and activities or tasks within the scope of the above objectives duly assigned by the JTC from time to time.

e. Each TTF Vice Chair will perform the following tasks for the relevant TTF:

1) Assist the TTF Chair; and 2) Play the role of the TTF Chair in the case that the TTF Chair is unable to perform one

or more of his/her tasks. 5. Decisions by the TTFs

a. Each of BOD Member Company participating in a TTF has one vote for each voted proposal in the TTF; provided that only BOD Member Companies that have not been absent for both of the preceding two consecutive TTF meetings held in the TTF in which any voting took place shall have such voting right (such attending Contributor Members constitute “TTF Voter(s)”).

b. Each TTF will attempt to make decisions by unanimous consensus. If unanimous



1) The quorum for a voting is constituted if more than 50% of all TTF Voters excluding

TTF Voters that have sent any notice of absence to a TTF Chair of their participating TTF before the voting are present (in person, by telephone, video conference or other electronic means) at the voting and the Voters present at the voting are not less than 25% of all TTF Voters;

2) Each TTF Voter attending at a TTF meeting shall cast a vote as “Yes,” “No,” or “Follow the Majority” or may abstain from voting;


4) If one-third or more of the TTF Voters attending at a voting have abstained from voting, then the voted proposal shall be rejected;


6) A voted proposal is approved if at least 66.7% of the votes are “Yes” and “Follow the Majority;” provided that (1) if the number of the votes for “Yes” equals the number of the votes for “No” and such number is less than 25% of the votes, or (2) if all the votes are for “Follow the Majority,” the voted proposal shall not be deemed approved and can be further discussed.

c. For time-sensitive and non-controversial topics, any TTF Chair can initiate a voting by


provided that any TTF Voter who has not sent its email votes before the due date set by the TTF Chair shall be considered absent. The due date shall be set by the TTF Chair and shall be at least 10 business days after initiating the email vote; provided that the TTF Chair may invite TTF Voters to voluntarily cast votes within shorter period of time than the 10 business day period.



G: Legal and Licensing Committee (“LLC”) 1. Objectives The objectives of LLC are to deal with legal issues related to the development, maintenance, promotion and licensing of the Formats and trademarks and to the internal governing rules of the BDA, and to make proposals to the BOD on the same for the consideration of the BOD and the BDA’s legal counsel. For the avoidance of doubt, the LLC, its Chair, when acting in the capacity as such, and its participants are not legal counsel to the BDA and are not providing legal advice or legal services to the BDA. 2. Activities For achieving the foregoing objectives, and in compliance with the guidelines set by the BDA, the LLC shall:

a. Prepare and review drafts of agreements and other legal documents related to the development, maintenance, promotion and licensing of the Formats and trademarks, including but not limited to Information Agreements and Format and Logo License Agreements, and submit proposals of the same to the BOD;

b. Prepare and review drafts of the internal governing rules of the BDA, including but not limited to the Bylaws and these Rules, and submit proposals of the same to the BOD;

c. Prepare and review drafts of agreements and other legal documents related to the

intellectual property owned by the BDA, including but not limited to trademark assignment agreements, and submit proposals of the same to the BOD; and

b. Perform any other activities inseparably related to or necessary for achieving the

foregoing objectives. 3. Participants: The following individuals are entitled to participate in LLC activities:

a. Employees of any BOD Member Company; b. External legal counsel of such BOD Member Company; provided that before such

external legal counsel participates in LLC activities such external legal counsel is bound by a written agreement with the BOD Member Company which contains terms and conditions no less restrictive than those set forth in Clause 23, A. of the Bylaws;

c. Such individuals who may be appointed by the BOD from time to time, provided that

before such individual participates in LLC activities such individual is bound by a written agreement with the BDA which contains terms and conditions no less restrictive than those set forth in Clause 23, A. of the Bylaws, and


d. External Legal Counsel of the BDA; and

e. The LLC Chair.

4. Organization

a. The BOD shall appoint a Chair of the LLC. LLC Vice Chairs shall be appointed in accordance with the procedure set forth in Section 4 of these Committee Rules. Such appointed Chair and Vice Chairs shall perform the tasks as specified below.

b. The tasks of the Chair are to:

1) Set the schedule for, preside over and facilitate the meetings of the LLC; 2) Prepare meeting agendas for LLC; 3) Create and align overall activity schedule and budget of the LLC; 4) Periodically report activities and progress of the LLC to the BOD; 5) Ensure BOD direction is properly disseminated through the LLC; 6) Initiate and implement the voting procedure pursuant to this Subsection; 7) Oversee maintenance of contact information and distribution lists; and 8) Perform any other tasks inseparably related to or necessary for achieving the

foregoing tasks.

c. The tasks of the Vice Chairs are to: 1) Assist the Chair, and 2) Play the role of the Chair in the case that the Chair is unable to perform one or more

of his/her tasks 5. Decisions by the LLC

a. Subject to Clause 5, E., of the Bylaws, each BOD Member Company participating in the LLC has one vote for each voted proposal in the LLC (“LLC Voter(s)”).

b. LLC will attempt to make decisions by unanimous consensus of all LLC Voters. If unanimous consensus cannot be reached, the decision shall be made by the following voting rules:

1) The quorum for a voting is constituted if more than 50% of all LLC Voters are present

(in person, by telephone, video conference or other electronic means) at the voting; 2) Each LLC Voter present may cast a vote as “Yes” or “No,” or may abstain from voting; 3) A voted proposal is approved by Super Majority Vote.

c. For time-sensitive and non-controversial topics, the LLC Chair may initiate a voting by

email.


1) For such voting by email, the foregoing voting rules and voting rights shall apply; provided that any LLC Voter who has not sent its email vote before the due date set by the LLC Chair shall be considered absent.

2) The due date shall be set by the LLC Chair and should be at least 7 calendar days after initiating the email vote; provided that the LLC Chair may invite LLC Voters to cast votes within shorter period of time than the 7 calendar day period. In any case, at any time prior to the due date, if the minimum number of affirmative votes required to approve are met or exceeded, or the minimum number of negative votes required to reject are met or exceeded, the voted matter shall be decided accordingly.


H: Content Protection Committee (“CPC”) 1. Objectives The objectives of the CPC are to:

a. Study technical and non-technical aspects of proposed and adopted content protection

technologies for Blu-ray Disc audiovisual content on the Formats;

b. Advise and make recommendations to the BOD for the adoption of specific content protection technologies needed to accommodate specific or anticipated content protection requirements as they relate and are applied to any Format;

c. Ensure the compatibility and interoperability of content protection solutions as they are

related or applied to the Formats;

d. Support correct implementation of content protection solutions in the Products; and

e. Support other BDA groups on content protection matters. 2. Activities

For achieving the foregoing objectives, the CPC is assigned and authorized by the BOD to:

a. Establish the list of external organizations providing technologies, or other support, related

to content protection, to the BDA, the Format and the Products;

b. Establish suitable relationships with BOD approved external organization to facilitate, leverage and sustain such relationships in furtherance of the CPC objectives and activities;

c. Lead discussions within BDA regarding the means to evaluate and, if appropriate, incorporate content protection technologies into the Formats and the Products;

d. Facilitate the education of Members on adopted and proposed content protection technologies and related requirements, e.g., licenses, provisioning, interoperability, etc.;

e. Report out activities and make recommendations to the BOD of any adoption of specific technologies, services, solution or modifications to new and existing Formats necessary to support BOD approved and adopted content protection and related technologies;

f. Make best efforts to gather relevant information regarding attacks on the BDA’s approved content protection technologies as deployed in the Products, and report back to the Members for their information and consideration of appropriate BDA responses, if any; and

g. Perform any tasks inseparably related to or necessary for achieving the foregoing tasks.


3. Participants

Employees of any BOD Member Company are eligible to participate in the activities of the CPC subject to Clause 5, E of the Bylaws.

4. Organization

a. CPC Chair and Vice Chairs shall be appointed in accordance with the procedure set for in this Section 4 of these Committee Rules, and such appointed Chair and Vice Chairs shall perform the tasks of as specified below.

b. Regular or special CPC meetings shall be held at a place and time designated by the CPC Chair in consultation with the CPC Vice Chairs.

c. The CPC Chair shall perform the following tasks for the CPC:

1) Preside over and facilitate the meetings; 2) Determine the time and place for the meetings after consulting with the Vice Chairs; 3) Prepare agenda for each meeting after consultation with the Vice Chairs; 4) Communicate with or report to the CPC members, BOD, Officers, and other

subordinate organizations of the BDA; 5) Report updated information or results of the discussions in the meetings to the

organization of the BDA that requires such report or is expected to be reported under these Rules;

6) Request BOD decisions on matters that could not be resolved by the CPC within a reasonable period of time;

7) Ensure proper dissemination within the CPC of instructions from the BOD or other information;

8) Make and coordinate technical presentations if so requested by the BOD and, only in the case of the CPC Chair, make public announcements in cooperation with the PC;

9) Maintain the email reflector(s); 10) Assign any part of his/her tasks as the Chair to a Vice Chair or any other individual duly

entitled to participate in the activities of the group; and 11) Perform any other tasks inseparably related to or necessary for achieving the foregoing

tasks.

d. The CPC Vice Chairs shall perform the following tasks for the CPC: 1) Assist the Chair; 2) Participate in and contribute to the preparation of the meetings with the Chair; 3) Play the role of the Chair in the case that the Chair is unable to perform one or more of


4) Participate in and contribute to the preparation of update information on the discussion made in the meetings;

5) Archive agenda, minutes, presentation materials and other documents used during the


meetings; 6) Draft meeting minutes and action lists; 7) Follow up on the status of pending action items; and 8) Distribute the agenda for each meeting after reaching an agreement on such agenda with

the Chair. 5. Decisions by the CPC

a. Subject to Clause 5, E., of the Bylaws, each BOD Member Company participating in the CPC has one vote for each voted proposal in the CPC (“CPC Voter(s)”).

b. CPC will attempt to make decisions by unanimous consensus of all CPC Voters. If

unanimous consensus cannot be reached, the decision shall be made by the following voting rules:

1) The quorum for a voting is constituted if more than 50% of all CPC Voters are present

(in person, by telephone, video conference or other electronic means) at the voting; 2) Each CPC Voter present may cast a vote as “Yes” or “No,” or may abstain from voting; 3) A voted proposal is approved by Super Majority Vote.

c. For time-sensitive and non-controversial topics, the CPC Chair may initiate a voting by

email.

1) For such voting by email, the foregoing voting rules and voting rights shall apply; provided that any CPC Voter who has not sent its email vote before the due date set by the CPC Chair shall be considered absent.

2) The due date shall be set by the CPC Chair and should be at least 7 calendar days after initiating the email vote; provided that the CPC Chair may invite CPC Voters to cast votes within shorter period of time than the 7 calendar day period. In any case, at any time prior to the due date, if the minimum number of affirmative votes required to approve are met or exceeded, or the minimum number of negative votes required to reject are met or exceeded, the voted matter shall be decided accordingly.


Section 4. Chairs and Vice Chairs The rules set forth in this Section apply to the Chairs and Vice Chairs of the PC, the CC, the JTC, the CPC, any TEG, and any MST and any of their subordinate groups, other than the Technical Task Force (“Group(s)”), unless otherwise determined by the BOD. In order to ensure efficiency and effectiveness of subordinate group activities, Chairs are encouraged to contact, discuss and consult with other Chairs regarding on-going BDA issues. In addition, if pursuant to an existing BOD approval or action item, a Chair may ask another Group to take reasonable follow-up action (e.g., review, consider or draft) once that Chairs’ Group has approved making such request. A. Qualified Candidates for the Chair and the Vice Chair

1. Candidates for a Chair and Vice Chairs of the PC, the CC, the JTC, the CPC or the TTF shall be selected on the basis of personal qualifications from individuals who duly represent a BOD Member Company.

2. Candidates for a Chair and Vice Chairs of any subordinate Group of the PC, the CC or the

JTC except the TTF shall be selected on the basis of personal qualifications from individuals who duly represent a Contributor Member.

3. For the avoidance of doubt, the TEGs and the MST are subordinate groups of the JTC and

the TTF is not a “Group” for the purposes of this Section.

4. Hereinafter in this Section 4 such BOD Member Companies or Contributor Members as described in foregoing paragraphs in this Section are referred to as “Group Members,” and individuals as described in foregoing paragraphs (i) and (ii) in this Section are referred to as “Qualified Candidates.”

B. Election of the Chair

1. One person will be elected as the Chair of each Group. Any Qualified Candidate who

wishes to become the Chair of a Group shall submit an application which, at the minimum, sets forth such Qualified Candidate’s name, the name of the Group Member employing him/her, and his/her background that may support such application.

2. A witness who has been appointed by the then-current Chair of the Group or, if it is

reasonably determined that such appointment is not possible or practical, who has been appointed by the then-current Vice Chairs of the Group, shall initiate a secret voting procedure to elect a Chair of the Group. a) Only in the case where it is reasonably determined that the above appointment of a

witness by the Chair or Vice Chairs is not possible or practical, the witness shall be appointed by a party duly authorized by (a) the BOD or (b) the Group in the position higher in the organizational hierarchy of the BDA and directly reported by the Group that will elect the Chair.


b) Each Group Member shall cast one vote by submitting to the witness one written statement (including by hand, mail, e-mail or facsimile) clearly designating either (a) the name of a Qualified Candidate to support, (b) “Follow the Majority” or (c) shall abstain from voting; provided, however, that in a case where there is only one Qualified Candidate, each Group Member may cast “No” to indicate that it does not support the Qualified Candidate. For the avoidance of doubt, “Follow the Majority” in this Section shall mean to support the Qualified Candidate who has received the largest number of supporting votes during such voting procedure.

c) If there are two or more Qualified Candidates and one Qualified Candidate receives

more than 50% of the supporting votes (including “Follow the Majority” votes if applicable), such Qualified Candidate shall be elected as the Chair of the Group.

d) If no Qualified Candidate receives more than 50% of the supporting votes, the witness

shall initiate another voting procedure with only the two Qualified Candidates who have received the greatest and second greatest number of supporting votes during the last voting procedure or any additional subsequent voting procedure initiated by the witness to select such two Qualified Candidates.

e) If such Qualified Candidates both receive 50% of the supporting votes during such

voting procedure, the BOD shall determine which of such two Qualified Candidates will be the Chair of the Group.

3. If there is only one Qualified Candidate and such Qualified Candidate is supported by a

Super Majority Vote of the Group Members during a voting procedure, such Qualified Candidate shall be elected as the Chair of the Group.

C. Appointment of the Chair

Appointment of any duly elected Chair shall be effective upon an approval of (a) the BOD or (b) a Group in the position higher in the organizational hierarchy of the BDA and directly reported by the Group that elected the Chair.

D. Term of Office of the Chair The term of office of the Chair shall be two years beginning on the earliest January 1st after the election during which such Chair was elected (as the “Chair Term”) unless such Chair chooses to resign or is dismissed prior to the end of the Chair Term.

E. Resignation of the Chair In the event a Chair of a Group resigns before the expiration of the Chair Term, a new Chair of the Group who has been elected by the Group shall, upon the necessary approval as set forth above, take over the tasks of the former Chair of the Group during the remaining Chair Term of such former Chair; provided that (a) if the remaining Chair Term is shorter than or equal to fifteen months, the term of office of the new Chair shall be the aggregate of such remaining Chair Term


of the former Chair and two year period immediately after such remaining Chair Term, and (b) if such remaining Chair Term exceeds fifteen months, the term of office of the new Chair shall be such remaining Chair Term only.

F. Dismissal of the Chair At any time during the Chair Term, any Chair may be dismissed upon a Super Majority Vote of (a) the BOD or (b) a Group in the position higher in the organizational hierarchy of the BDA.

G. Nomination of Vice Chairs

1. A Chair of a Group can nominate up to three Qualified Candidates as the Vice Chairs of the Group, taking into consideration each respective Qualified Candidate’s personal qualifications including relevant industry experience and expertise. The nomination of the Vice Chairs shall be approved by a Super Majority Vote of the Group.

2. The Chair’s nomination of the Vice Chairs shall be effective upon the approval of (a) the

BOD or (b) a Group in the position higher in the organizational hierarchy of the BDA and directly reported by the Group whose Chair nominated the Vice Chairs.

H. Term of Office of the Vice Chairs The term of office of the Vice Chairs shall be two years from the earliest January 1st after the nomination of such Vice Chairs (“Vice Chair Term”) unless such Vice Chair chooses to resign or is dismissed prior to the end of the Vice Chair Term.

I. Resignation of the Vice Chairs

1. In the event any Vice Chair of a Group resigns before the end of the Vice Chair Term, a new Vice Chair of the Group can be nominated by the Chair of the Group. Upon necessary approval on the nomination as set forth herein, the new Vice Chair shall take over the tasks of the former Vice Chair during the remaining Vice Chair Term of such former Vice Chair.

2. In the event that a Chair of a Group resigns or is dismissed, the Vice Chair Term of the

Vice Chairs nominated by such Chair will end upon the nomination of new Vice Chairs by the newly elected Chair of the Group. For the avoidance of doubt, even if a Chair of a Group resigns or is dismissed, the Vice Chairs nominated by such Chair will continue in its (their) capacity until the nomination of new Vice Chairs by the newly elected Chair of the Group.

Section 5. Exchange of Confidential Information for Contributor Members A. The rules set forth in this Section shall be applied to the exchange of the Confidential

Information for Contributor Members among the subordinate organizations of the BDA, including committees and task forces. For the avoidance of doubt, this Section provides no


rules for the Confidential Information for General Members. B. The Confidential Information for Contributor Members shall not be disclosed by a subordinate

organization of the BDA to any other subordinate organization of the BDA unless:

1. All of the entities entitled to participate in the receiving subordinate organization are also entitled to participate in the disclosing subordinate organization; or

2. BOD specifically approves such disclosure in advance. C. Notwithstanding the foregoing, each subordinate organization of the BDA may disclose the

Confidential Information for Contributor Members to its own subordinate organizations (e.g. JTC may disclose the Confidential Information for Contributor Members to TEGs).

Section 6: Management of Meetings A. Teleconference Times

Generally, and subject to the reasonable discretion of the relevant Chair, teleconferences should be held in accordance with the Call Rotation attached as Exhibit A, which will be amended from time to time.

B. Absence of a Quorum If, following the reasonable attempts of the relevant Chair to obtain a quorum, a quorum cannot be obtained, the work of the Committee, TF or other subordinate group will continue, but the absence of such a quorum will be duly noted in any reports and recommendations made by the relevant Chair.


Exhibit A 2015 Call Rotation Guidelines

January 1 - March 7

March 8 - March 28

US starts Daylight Saving Time

March 29 - October 25

EU starts Daylight Saving Time

October 26 -October 31

EU Ends Daylight Saving Time

November 1 - March 13, 2015 US Ends Daylight

Saving Time Rotation A1 Rotation A2 Rotation A3 Rotation A4 Rotation A5 Japan/Korea 11pm same day 11pm same day 11pm same day 11pm same day 11pm same day US (Eastern) 9am same day 10am same day 10am same day 10am same day 9am same day US (Pacific) 6am same day 7am same day 7am same day 7am same day 6am same day EU 3pm same day 3pm same day 4pm same day 3pm same day 3pm same day Rotation B1 Rotation B2 Rotation B3 Rotation B4 Rotation B5 Japan/Korea 7am next day 6am next day 6am next day 7 am next day 7 am next day US (Eastern) 5pm same day 5pm same day 5pm same day 6pm same day 5pm same day US (Pacific) 2pm same day 2pm same day 2pm same day 3pm same day 2pm same day EU 11pm same day 10pm same day 11pm same day 11pm same day 11pm same day Rotation C1 Rotation C2 Rotation C3 Rotation C4 Rotation C5 Japan/Korea 3pm next day 2pm next day 2pm next day 2pm next day 3pm next day US (Eastern) 1am next day 1am next day 1am next day 1am next day 1am next day US (Pacific) 10pm same day 10pm same day 10pm same day 10pm same day 10pm same day EU 7am next day 6am next day 7am next day 6am next day 7am next day

Call Rotation Options Jan 29 2015

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