(Below is a draft of policies and procedures for the Consortium. For the purposes of these policies and procedures, the Consortium's year shall run from the founding date of the Consortium.)

1. Organization
   The D-Cinema Consortium consists of a Steering Committee and one or more Working Groups.
   
   The Open Group will appoint an Executive Director and an Operations Director to manage the Consortium.
   
   The Steering Committee is responsible for the overall direction of the Consortium's activities.
   
   Working Groups are responsible for the detailed work of the Consortium. They may be formed to carry out technical, marketing, or any other activities determined by the Steering Committee.
   
   For the purposes of these procedures, the Consortium's year shall begin on <TBD>.
   
   
2. Steering Committee
   The Steering Committee consists of one representative of each Principal Member, plus elected representatives of the Studio and Exhibitor Members. The Studio and Exhibitor Members shall each elect one representative to the Sgteering Committee
   

   Elected representatives  are elected annually for a one year term. The first election will take place 3 months after the founding date of the Consortium and thereafter annually on the same date.

   There is no limit of the number of terms an elected representative may serve.

   If a company ceases to be a Principal Member, but continues in a different class of membership, it immediately ceases to have a representative on the Steering Committee

   A vacancy for an elected representative of the Steering Committee may be created if:

   1. An elected representative submits their resignation.
       
   2. An elected representative ceases to be employed by a company that is a Principal Member if the Consortium. (This may occur either because they change their employer, or their employer ceases to be a Principal Member of the Consortium.)

   When a vacancy is created,  a new representative shall be elected to serve for a one year term. .

   The Executive Director will act as the neutral, non-voting Chair of the Steering Committee. The Operations Director will act as the neutral, non-voting Secretary of the Steering Committee.
   
   The Steering Committee is responsible for the overall guidance of the Consortium. This includes the following:

   • Direct the technical and marketing activities of the Consortium
   • Approving the publication of deliverables
   • Approving the creation and dissolution of Working Groups
   • Approving the charter of Working Groups and any subsequent changes
   • Setting the policies and procedures of the Consortium
   
   
3. Working Groups
   Working Groups are created and dissolved by decision of the Steering Committee. The Steering Committee will approve the charter of the Working Group and any subsequent changes.
   
   Any member of the Consortium may participate in a Working Group, except where a working group has been specifically authorized by the Steering Committee with a restricted membership.
   
   If a representative's company ceases to be a member of the Consortium, they will immediately cease to be a member of all Working Groups.
   
   Working Groups shall elect a Chair and Vice-Char from among the eligible participants at the first meeting of each year. Representatives of Principal Members are eligible for election.
   
   Working Groups may choose to appoint a permanent Secretary, or rotate the post among the membership on a meeting-by-meeting basis. The Secretary is responsible for producing the minutes of the meeting.
   
   
4. Decision Making
   1. Required Majority
      1. Steering Committee
         Voting in the Steering Committee is on a one member, one vote basis. Thus if a member company has a primary and an alternate representative nominated to the Steering Committee, only one may vote.
         
         The Steering Committee requires a 2/3 or greater majority of its members to approve any decision.
         
         
      2. Working Groups
         Voting in Working Groups is on a one member, one vote basis. Thus if a member company has 2 or more representatives active in a working group, only one may vote.
         
         Working Groups require a 2/3 or greater majority of their voting membership to approve any decision.
         
         
   2. Quorum
      1. Steering Committee
         A quorum consists of at least 2/3 of those members of the Steering Committee entitled to vote.
         
         
      2. Working Groups
         A quorum consists of at least 2/3 of those members of the Working Group entitled to vote.
         
         For the purposes of determining a quorum, the Administrative Director shall maintain a roster of the voting membership of the Working Group. In order to remain on the roster, a company must have had a representative at 3 of the last 4 meetings of the Working Group. The Chair shall inform the Operations Director of changes to the participation in the Working Group.
         
         
   3. Means of Voting
      Voting may be carried out verbally during a meeting, or electronically out side of a meeting. Electronic voting will be carried out by e-mail or by means of a modifiable online document.
      
      
5. Conduct of Meetings
   Meetings shall be held as required. The Steering Committee shall meet at least once every 3 months. A Working Group that fails to meet for a period of 6 months shall be deemed to be inactive and shall be disbanded.
   
   Meetings may be held face-to face or by telephone or videoconference, provided that all participants are able to hear one another.
   
   One week's notice shall be given for all meetings. The notice requirement may be waived if 2/3 of the voting membership of the group approves.
   
   The schedule of meetings shall be maintained on the website of the group concerned (Steering Committee or Working Group), together with any logistic information necessary to allow representatives to participate in audio or video conferences, or attend a face-to-face meeting.
   
   The Chair of a group shall publish an agenda on the website appropriate to the group at least 24 hours before the start of the meeting, containing all items known at the time of publication. Additional items may be added to the agenda during the meeting if 2/3 of the voting membership of the group approves.

   The Secretary of a group shall produce minutes which shall be posted on the website appropriate to the group as soon as is practicable after the meeting.