Good Standing Policy
Adopted, [____________] 2025
Effective, [____________] 2025
In order to enable the financial stability and efficiency of the Joint Development Foundation Projects, LLC projects (the “JDF”), and any project support directed funds, and in order to ensure consistent treatment of members, the following rules shall apply:
1. All invoiced membership and sponsorship fee amounts must be paid within seventy-five days of the invoice due date in order to remain in good standing and maintain full privileges as a member.
2. If any invoiced amount remains outstanding sixty days after the invoice due date, the JDF shall send a notice to the business contact of such member as last communicated to the Project, by first class or certified mail (“Notice”), that its participation rights, and Steering Committee voting privileges, if any, will be suspended on the later of seventy-five days after invoice due date or fifteen days after the date of such Notice (“Suspension Date”) if such invoice has not been paid in full on or prior to such date.
3. If any such invoiced amount remains outstanding on the Suspension Date, or the member has not proposed, and the JDF has not accepted, an agreement resolving the payment failure by such date, the member is no longer in good standing, and on such date the voting privileges of the member, and if such member is represented by an individual(s) on the Steering Committee or any Working Group, the voting privileges of such individual(s) will be suspended by JDF. A Member’s obligations and commitments related to intellectual property rights and licensing shall continue in full force and effect during any period of suspension.
4. If any such invoiced amount remains outstanding after ninety days of invoice due date, and an alternate payment plan has not been agreed to by JDF, the JDF shall send a Termination Notice to such member that its membership will be terminated on the later of a) one hundred and five days after the invoice due date, b)fifteen days after the date of such Termination Notice if such invoice has not been paid in full prior to or as of such date, or c) until any then in progress Draft Deliverable has been abandoned, rejected, or approved as a Final Deliverable, and after any exclusion period, the membership will automatically terminate.
6. A member that has proposed and been permitted to make payments under an agreement resolving the payment failure as described above may be terminated by the JDF on fifteen days’ notice if such member at any time is more than thirty days overdue in making a payment under that agreement.
7. If approved by the affirmative vote of a majority of the Steering Committee, a member terminated for non-payment of invoiced amounts may apply to reinstate its membership. However:
(a) Its current membership year shall remain unchanged;
(b) Its membership rights, including any right it may have to nominate or appoint an individual(s) to serve on the Steering Committee or any Working Group, shall not commence until it has paid in full all previously invoiced amounts, and additional amounts, if any, invoiced thereafter; and
(c) Unless its reinstated membership is at a level that permits it to appoint an individual to represent it on the Steering Committee, it shall not be permitted to resume any representation it may have had on the Steering Committee, unless approved by a vote of the Steering Committee.
8. A terminated member shall remain obligated to pay all outstanding amounts whether or not it applies for reinstatement, provided, however, that with the approval of JDF, a member applying for reinstatement as a member at a lower level of membership may be permitted to pay all outstanding amounts in full, and apply the excess to member fees owing with respect to future years of membership.