GOVERNANCE FAQ

What is chapter 180 of the Massachusetts General Law? Why is it referenced, and what impact does it have on Open Music?

When it states that any powers or policies are “subject to the provisions of MGL Chapter 180” it means that the bylaws are first bound by Chapter 180 of the Massachusetts General Law (MGL). Chapter 180 is the section of MGL that governs the formation of “corporations for charitable and certain other purposes”. As Open Music Initiative will be incorporating in the state of Massachusetts, it would be governed by Chapter 180 of the MGL. The entirety of MGL Chapter 180 can be read here.

What are the Member Classifications? How many are there, and why were those selected?

There are thirteen member classifications. They are designated in order to represent the various sectors of the music industry, as well as other types of members in industries adjacent to the music industry. Each member classification will have a seat on the Board of Directors, ensuring that each member classification has representation, and that each sector of the industry has equal access and impact in decision making. The classifications are as follows: Record Label Members; Major Record Label; Recording/Performing Artist Members; Songwriter/Composer/Lyricist Members; Producer/Engineer Members; Collecting Organizations Members; Music Publisher Members; Major Music Publisher Members; Music Streaming Service Members; Music Technology Supplier Members; General Technology Supplier Members; Entrepreneur Members; and Miscellaneous Members.

The label and publisher categories were broken down into major and non-major in order to give smaller and independent labels and publishers an equal voice and vote in discussions and decision making, both at the Board of Directors level, as well as within working groups and committees.

How much are Membership Dues? How will this be determined? What will the dues be used for?

The dues will be established, and will be subject to change by, the Board of Directors. Dues have been proposed to be at the following rates annually, and will be subject to input and approval by the Board:

• General Corporate: sliding scale of $5,000 - $25,000, revenue dependent
• Academics and Non-Profits and Pre-Revenue Start-ups - $1,000
• Artists - $300
• Students - $30

A sliding scale based on company revenue level will also be considered, in order to allow for differing capacities and sizes of member companies.

Membership dues will go toward a small team of staff dedicated to supporting the Initiative, including the planning of member meetings, development of education projects, and coordination of tech development.

What is a Statutory Member? Why does Berklee have sole statutory membership? What powers does Berklee have?

As this initiative was developed by Berklee, and Berklee has solely carried the fiscal responsibility to-date, Berklee will have sole statutory membership, meaning it is the only actual member of the Open Music Initiative corporation. All other members will have membership rights granted through the bylaws.

As sole statutory member, every three years Berklee will review whether statutory membership continues to be the correct role, both for Berklee, and for Open Music Initiative. Berklee will also have power of approval for major decisions by the Board of Directors such as amendments to the Articles of Organization or Bylaws, or changes to ownership of assets, debt, budgetary and dues changes changes and appointment or removal of an Executive Director.

Berklee's statutory membership will be within the Miscellaneous Member Classification and will vote within that classification. It will not have its own member classification.

What is an Individual Member? What is the definition of a Member? Can a Member hold more than one membership?

Individual members mean one individual person (i.e. "natural individual"). Individuals who are members of member organizations or employees of member companies may also be individual members themselves. They will be in the member classification that corresponds to their primary activities.

When there is a vote, individual members will vote in their own member classification, and cannot represent their company or organization in a vote. Alternately, if they represent their company or organization in a vote, then they cannot vote as an individual member.

What are the Limits of Discussion? What is the purpose of the limits?

Limits of Discussion are not intended to censor or control member discussion, but instead to advise members that they are responsible for limiting disclosure of information that may not be appropriate for discussion at member meetings and events. This could include disclosure of proprietary intellectual property, and could also include information related to possible antitrust activities.

Member companies and organizations will be responsible for identifying what of their own intellectual property should not be discussed and shared at member meetings and events. Regarding antitrust considerations, it is being considered whether Open Music Initiative might retain antitrust counsel on behalf of the membership as a whole. The cost of this would be covered by the membership dues.

What is the Quorum for Meetings? What constitutes a quorum, and how does it operate?

A quorum will be a majority of the Membership Classifications having, within each of those Classifications, at least ten percent (10%) of voting-eligible members present. Remote and by written proxy participation will count.

In order to be entitled to vote, a member must have attended two of the last three meetings (in person, remotely or by written proxy). In all cases, remote participation will be made available as best as possible, and will be posted in advance.

What is the Voting Power of a Member? How is the number of votes determined? What power does a vote have on the corporation?

Except as laid out in the bylaws, all votes of members are advisory and non-binding. Votes will be counted and recorded, including the total body and abstentions for decision making and record keeping purposes.

Member votes will be able to approve Formal Corporate Policy only if first recommended by the Board. In that case, members will be given thirty days advance notice of the vote. Formal Corporate Policy will be approved if a majority of members within each membership classification approve the action; or a supermajority (two-thirds) of members of at least two-thirds of the membership classifications approve the action.

Can Members participate remotely? How can members participate remotely? Is remote participation considered as full presence?

Upon formation of the Corporation of the Open Music Initiative, all member and Board of Director meetings will include remote participation. This may not include events which are not official member or Board meetings. Remote participation information will be posted and sent via email in advance. Remote participation, or participation by written proxy, is considered full participation for purposes of votes and quorums.

What is the Term of Office? What is the length and limit of the term?

Terms of office for the Directors on the Board of Directors will vary dependent on who appointed or elected them.

A Director appointed by the Statutory Member (Berklee) or MIT to serve on the Board of Directors on behalf of the Statutory Member (Berlee) or MIT shall serve until the later of their death, resignation or removal from office, when their successor is appointed, when they are no longer employed by the Statutory Member or MIT, or when the Statutory Member or MIT cease to be a Member.

Each Director elected from among nominees of the Members shall serve a term of two (2) years or until the Director’s death, resignation or removal from office, when his or her successor is elected, when he or she is no longer employed by the Member that nominated him or her, or when the Member that nominated or appointed him or her ceases to be a Member.

No person, other than the Directors appointed by the Statutory Member and MIT, shall serve more than two (2) consecutive terms as a Director. In evaluating this limit, service of half of the full term or less will not count as a term.

How will the Open Music Initiative change What will be different for me or my company or organization?

The purpose and activities of Open Music will not change at all. What will change is that there will be a consistent, dedicated structure to support the successful implementation of and decision making on these activities, and there will consistent member meetings, working group sessions and other regular touchpoints for increased member engagement.

Members will be expected to participate in meetings in order to engage in the decision making, and the work of the Initiative will be supported by member dues that are priced at a rate corresponding to the size and type of the organization, company or individual.

How will the Open Music Initiative be different than DDEX (the Digital Data Exchange)? Will it do duplicate work?

As DDEX focuses on standardized file formats and transfer of data, the work of Open Music Initiative will not be duplicative. Open Music exists to:

• Coordinate, foster and advance the creation of user-friendly, open source protocols, software, applications and implementations on current and future industry standards and platforms, such as those of DDEX, that lead to seamless musical rights owner identification, interoperable metadata tracking and greater efficiencies in the music supply chain for the purpose of facilitating accurate compensation to music creators and rights holders;
• Educate creators about intellectual property rights and how to most efficiently and accurately utilize and implement existing and future standards and platforms, such as those of DDEX and the MLC (Mechanical Licensing Collective), within the music supply chain; and
• Coordinate and advance innovation and interoperability across the media industry ecosystem in order to foster the development of new applications and opportunities for music usage.

The Open Music Initiative will facilitate the proliferation of user-friendly applications that work with DDEX standards and platforms like that of the MLC, and will simultaneously work to make those standards and platforms more interoperable, while educating creators on the best way to use those standards and platforms. This will all be toward the goal of fostering new opportunities for music usage, ultimately benefiting creators and creative rights holders.

How will development of software and other intellectual property be handled? What intellectual property will members retain, and what will be the property of the Open Music Initiative?

As a large part of the work of Open Music Initiative will focus on development of code and software, as well as other intellectual property such as music, each participant will be responsible for disclosing if a contribution has a copyright holder when that contribution is made. If the copyright holder is not identified, this will mean that the participant has no knowledge of copyright holders for that contribution.

If any participant becomes aware that there is a copyright interest in any contribution, they will need to notify the Secretary within thirty days of becoming aware.

If a participant has a copyright interest in its own contribution, then such participant agrees to grant in the form of Copyright License Grant provided in the MIT License and will grant to the Open Music Initiative and its members a perpetual, irrevocable, non-exclusive, royalty-free, worldwide copyright license, with the right to directly and

The Open Music Initiative will license its software under the MIT License. The MIT License states: Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

• The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.