2501 Aerial Center Parkway, Suite 103, Morrisville, NC Operating Rules. Adopted by the PRIA Board on October 24, 2012

Transcription

1 2501 Aerial Center Parkway, Suite 103, Morrisville, NC Operating Rules Adopted by the PRIA Board on October 24,

2 PRIA Copyright Notice, Disclaimer and Evaluation License Version 1.0 April 2004 (the PRIA Evaluation License or the Evaluation License ) Copyright writers listed in the Incomplete Work (collectively or individually, a Licensor ). All rights reserved. This draft document (the Incomplete Work ) is made available by the Property Records Industry Association ( PRIA ) to Members and select members of the general public for review, evaluation and comment only, as it is not a final version of the document under development. At the time such document is finalized, it shall be published in accordance with, inter alia, PRIA Copyright Notice, Disclaimer and End-User License Version 1.1 November 2003, or any successor license. Subject to this License, Licensor hereby grants any user of the Incomplete Work ( Licensee ) a worldwide, royalty-free, non-exclusive license to reproduce the Incomplete Work in copies, and to use the Incomplete Work and all such reproductions solely for purposes of reviewing, evaluating and commenting upon the Incomplete Work. NO OTHER RIGHTS ARE GRANTED UNDER THIS LICENSE AND ALL OTHER RIGHTS ARE EXPRESSLY RESERVED TO LICENSOR. Without limiting the generality of the foregoing, Licensor does not grant any right to (i) prepare proprietary derivative works based upon the Incomplete Work, (ii) distribute copies of the Incomplete Work to the public by sale or other transfer of ownership, or (iii) display the Incomplete Work publicly. Comments on the Incomplete Work must be sent to PRIA as indicated at Any reproduction of the Incomplete Work shall reproduce verbatim the above copyright notice, the entire text of this Evaluation License and the entire disclaimer below under the following header: This document includes Incomplete Works developed by PRIA and some of its contributors, subject to PRIA Evaluation License, Version 1.0 April 2004 published at or any subsequent applicable version of such License. PRIA is a trade name of the Property Records Industry Association. No reference to PRIA or any of its trademarks by Licensee shall imply endorsement of Licensee's activities and products. DISCLAIMER: THIS INCOMPLETE WORK IS PROVIDED "AS IS. PRIA, THE COPYRIGHT HOLDER, THE AUTHORS OF THIS INCOMPLETE WORK AND ANY STANDARD-SETTING BODY CONTRIBUTORS TO THIS INCOMPLETE WORK MAKE NO REPRESENTATIONS OR WARRANTIES (i) EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT; (ii) THAT THE CONTENTS OF SUCH INCOMPLETE WORK ARE FREE

3 FROM ERROR OR SUITABLE FOR ANY PURPOSE; NOR THAT IMPLEMENTATION OF SUCH CONTENTS WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. IN NO EVENT WILL PRIA, THE COPYRIGHT HOLDER. ANY AUTHOR OF THIS INCOMPLETE WORK, OR THE STANDARD-SETTING BODY CONTRIBUTORS TO THIS INCOMPLETE WORK BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS INCOMPLETE WORK, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF PRIA, THE COPYRIGHT HOLDER AND/OR ANY AUTHORS AND/OR ANY STANDARD-SETTING BODY CONTRIBUTORS TO THIS INCOMPLETE WORK ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4 Table of Contents 1. Overview & Mission Adoption in Accordance with Bylaws; Attendance of Directors Committee Rules Committee and Work Group Membership Work Group and Alliance Operating Rules Intellectual Property Rights Policy Antitrust Policy Announcement of PRIA Policies Presentations Compliance Program Logos and Trademarks Check Signing Policy Bereavement Policy Prorated Dues Policy Travel, Expense, & Registration Reimbursement Policy Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F Appendix G Appendix H... 43

5 1. Overview & Mission The Property Records Industry Association ( PRIA or the Association ) is a coalition of government and business participants in the property records industry, cooperating to formulate positions on issues of common interest. The Association grew out of the efforts of the Property Records Industry Joint Task Force ( PRIJTF ), which had been jointly sponsored by the National Association of County Recorders, Election Officials and Clerks, and the International Association of Clerks, Recorders, Election Officials and Treasurers. Among other objectives, the Association works to identify problems, opportunities and solutions that will make property records systems more efficient, effective and responsive to the public. The Association also works to identify areas of consensus within the industry, leading to recommendations for national standards pertaining to recordable documents. 2. Adoption in Accordance with Bylaws; Attendance of Directors 2.1 Authority. These operating rules (the Operating Rules or Rules ) are adopted by the Board of Directors (the Board ) as required under Article IV of the Bylaws of the Association (the Bylaws ). The Rules are intended to carry out the purpose and objectives of the Association, as set forth in Article II of the Bylaws, and shall be binding on and benefit all members of PRIA as identified in Article III of the Bylaws (each, a Member ). Any reference to a Rule shall be construed to include a reference to all of its constituent parts, if any. 2.2 Attendance of Directors. Members of the Board of Directors are expected to possess the highest personal and professional ethics, and demonstrate a willingness to devote the required time to the duties and responsibilities of Board membership. To properly discharge such responsibilities, directors should attend all board meetings. Additionally, prior to each board meeting, directors are expected to review the materials provided to them which relate to items on the agenda for that meeting. A director who cannot attend a board meeting may be excused by notifying the Association s Administrative Manager prior to the board meeting. Board members whose unexcused absences exceed four in any 12 month period may be subject to removal. 3. Committee Rules Pursuant to Article V of the Bylaws, the Board establishes committees it deems necessary and proper. Unless the resolution creating the committee states otherwise, the following rules shall govern the committee:

6 Operating Rules Function. The function of a committee is to further the mission of the Association, and, when appropriate, comment and recommend alterations to achieve the Association s mission through the committee s area of responsibility or expertise. The committee shall also keep the Board apprised of developments within its area of responsibility or expertise. 3.2 Leadership. Each committee should have two co-chairs to coordinate the committee s tasks. The President shall appoint the co-chairs of each committee, one co-chair being a government Member; the other co-chair being a business Member. Duties of the committee co-chairs include, but are not limited to: 3.3 Meetings Facilitate meetings; Suggest meeting agendas; [Deleted 2012 Revisions]; Take notes during meetings (may be delegated to a scrivener), and ensure that meeting notes are transmitted to the Association s Administrative Manager; Maintain up-to-date lists of the members of the committee (may be delegated to the Association s Administrative Manager); [Deleted 2012 Revisions]; Approve presentations in accordance with Operating Rule 9.2; Maintain web page content (may be delegated to the Association s Administrative Manager or committee webmaster); and Report monthly activities to the Board Committees shall follow an agenda distributed prior to a meeting, as well as a facilitated meeting structure and process to assure procedural fairness and efficient conduct of meetings. The Intellectual Property Rights and Antitrust Policy Statement as described in Operating Rule 8.1 shall be read. Notes and work product will be

7 Operating Rules 3 shared via one or more commonly accepted forms of electronic communications [ Deleted 2012 Revisions] To allow for proper planning, the committee co-chairs must give sufficient advance notice about the date and location of a meeting. Shorter notice for a meeting is allowed provided that there are no objections from the committee s members Members of the press (even if classified a Registered Observer) shall be excluded from committee meetings. 3.4 [Deleted 2012 Revisions] 4. Committee and Work Group Membership 4.1 Subject to the limitations in Article III of the Bylaws, any Regular, or Associate Member may participate in any committee or work group as well as any committee or work group activity. Registered Observers are ineligible for membership in any committee or work group, and participation of Registered Observers is limited to observing the proceedings. 4.2 Subject to the limitations in Article III of the Bylaws, a Regular Member (whether an organization or an individual) shall have one vote in each committee or work group in which it actively participates. 4.3 Subject to the limitations in Article III of the Bylaws, an Associate Member (whether an organization or an individual) shall have one vote in each committee or work group in which it actively participates, provided that the Associate Member is not an assistant to a Regular Member participating in the same committee or work group. 5. Work Group and Alliance Operating Rules 5.1 Function. The function of a work group is to produce draft standards and proposals, as well as recommended best practices, white papers or guidelines. Any such work product must be within the scope of PRIA and the purpose, mission, or goals of the work group. The work product s development, publication, distribution and use shall be subject to the Intellectual Property Rights Policy that is part of these Operating Rules. 5.2 Formation. A work group may be formed upon the initiative of any Regular Member provided that the work group s (a) activities align with a PRIA

8 Operating Rules 4 committee, and (b) formation is approved by the Board. The Regular Member must have a Board member sponsor the work group, and submit all required information as set forth on the PRIA Project Request Form (Appendix A) Leadership. Each work group should have two co-chairs to coordinate the work group s tasks. The President shall appoint the co-chairs of each work group, one co-chair being a government Member; the other co-chair being a business Member Duties and Responsibilities. Work groups should develop White Papers, Standards, Best Practices or Guidelines to support the business processes for which they are formed. Duties of the work group co-chairs include, but are not limited to: l Keep the work group moving toward completion of its work product, on schedule; Facilitate meetings; Suggest meeting agendas; [Deleted 2012 Revisions]; Monitor the group mail list; keep the discussion on topic, note any issues that should be raised in meetings, etc.; Monitor comments and note any comments that should be addressed by the group; [Deleted 2012 Revisions]; Take notes during meetings (may be delegated to a scrivener), and ensure that meeting notes are transmitted to the Association s Administrative Manager; Maintain up-to-date lists of the participants of the work group based on membership rules (may be delegated to the Association s Administrative Manager); Maintain web page content (may be delegated to the Association s Administrative Manager or work group webmaster); [Deleted 2012 Revisions];

9 Operating Rules Meetings [Deleted 2012 Revisions]; Approve presentations in accordance with Operating Rule 9.2; and Report monthly activities to the Board Work groups shall follow an agenda distributed prior to a meeting, as well as a facilitated meeting structure and process to assure procedural fairness and efficient conduct of meetings. The Intellectual Property Rights and Antitrust Policy Statement as described in Operating Rule 8.1 shall be read. Notes and work product will be shared via one or more commonly accepted forms of electronic communications [Deleted 2012 Revisions] Meetings must be held periodically either face-to-face or by conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time Meeting announcements should be sent to all appropriate work group members To allow for proper planning, the work group co-chairs must give sufficient advance notice of the date and location of a meeting. Shorter notice for a meeting is allowed provided that there are no objections from the work group s participants Work group meetings are open to those Members who have complied with the work group s attendance requirements for the meeting. While Registered Observers may observe the meeting, members of the press (even if designated a Registered Observer) shall be excluded from work group meetings. 5.4 Decision Making Process Work Group Votes

10 Operating Rules The work group will operate by majority vote, each Regular or Associate Member having one vote in the decision-making process It is required that a quorum of work group voting participants supports any formal decision of the work group Electronic Voting Electronic balloting will be permitted to render a decision (when appropriate) [Deleted 2012 Revisions] White Papers, Standards, Best Practices & Guidelines Draft Documents White Papers, Standards, Best Practices, and Guidelines not yet approved by the Board, are Draft documents If possible, Draft documents shall have the word DRAFT watermarked on each page of the document. If watermarks are not used, then each page must bear the DRAFT designation in either the header or footer All Draft documents shall contain the PRIA copyright notice and evaluation license as set forth in Appendix B Official Documents When a majority of a work group approves the content of a White Paper, Standard, Best Practice or Guideline, it shall submit that document to the Style Committee for review and compliance with the PRIA Style Guide Upon completion of review by the Style Committee, the document will be returned to the work group with changes noted for final review by the work group When a majority of a work group approves the content of the document, it shall submit that document to the Board for review. Both Microsoft Word and Adobe PDF versions of the document shall be submitted White Papers, Standards, Best Practices and Guidelines approved, adopted, or endorsed by the

11 Operating Rules 7 Board shall contain the PRIA copyright notice as set forth in Appendix C, and shall also contain the following statement on the title page of the document: [Approved] [Adopted] [Endorsed] by the PRIA Board on [date] All documents approved, adopted, or endorsed by the Board shall be posted on the PRIA web site and may be disseminated via any other means Documents which have been disapproved by Board vote shall immediately be withdrawn from circulation and shall be removed from the web site if they have been posted there. 5.5 Dissolution of a Work Group After all work product for which a work group is responsible has been completed, unless otherwise specified by the Board, the work group shall be dissolved by resolution of the Board. 5.6 Industry Alliances Each work group working on a cross-industry standard shall coordinate its efforts with other industry standard-setting bodies, such as the Mortgage Industry Standards Maintenance Organization ( MISMO ), the Mortgage Bankers Association of America ( MBA ), the Organization for the Advancement of Structured Information Standards ( OASIS ), and the World Wide Web Consortium ( W3C ). Each presentation, proposal, work product or other deliverable submitted by any such other body or its representative (and such other body or representative is not a Member) shall be deemed a contribution within the meaning of, and shall be subject to, Operating Rules 6.2 and 6.3. Such contributions shall be submitted in accordance with the terms of a license and release signed by any such non-member prior to the provision of such a contribution, which release and license shall substantially conform to the provisions of Operating Rules 6.2 and Upon the recommendation of the co-chairs of any work group, the Board may approve an alliance with a related standard-setting body identified by the work group co-chairs (the Alliance Organization) If the Board approves such an alliance, the terms of the alliance and the person representing the Alliance Organization shall be specified in the Board s Resolution approving the alliance If the Board has approved such an alliance, the Board may waive any dues for that fiscal year, provided that the Board may not waive dues unless the Alliance Organization waives its dues in a similar fashion

12 Operating Rules 8 for PRIA designees If the Board has approved such an alliance, in addition to the waiver of dues specified in section 5.6.4, the President may waive any registration fee for any one or more PRIA events, provided that the President may not waive registration fees unless the Alliance Organization waives its registration fees for PRIA designees Waivers of dues and registration fees pursuant to sections and 5.6.5, if granted, shall not exceed the same number of waivers the Alliance Organization has granted or will grant to PRIA designees If the Board has approved such an alliance, the Alliance Organization shall complete and submit an initial PRIA Membership Application form and attach a cover letter from the Alliance Organization s leadership appointing the person named in the Membership Application as the Alliance Organization s liaison. Each year thereafter, in lieu of a Membership Application or Renewal form, the PRIA President, or the Association s Administrative Manager on behalf of the President, shall send a letter requesting that the Alliance Organization submit a letter specifying the name of the person who will be the Alliance Organization s liaison for the coming year. 5.7 XML Electronic Recording Work Group [Deleted 2012 Revisions] 6. Intellectual Property Rights Policy PRIA shall take such steps as are appropriate to disseminate to the public the recommended standards and any other final work product (the Standards ) that it develops. The Board, consistent with the objective of making recommended Standards available as widely as possible, may protect the intellectual property rights of such Standards. Members are subject to the following Intellectual Property Rights Policy ( IPR Policy ). 6.1 General Policy. In all matters involving intellectual property rights, the intention is to benefit the public at large, while respecting the legitimate rights of others. 6.2 Confidentiality Obligations. No contribution that is subject to any requirement of confidentiality or any restriction on its dissemination may be considered as a part of the PRIA standard-setting process, and there must be no assumption of any confidentiality obligation with respect to any such contribution. No submission should be made on the basis of an assumed confidentiality obligation or restriction on dissemination.

13 Operating Rules Use and Dissemination of Contributions. By submission of a contribution, each person actually submitting the contribution is deemed to agree to the following terms and conditions on his or her own behalf, on behalf of the organization (if any) he or she represents and on behalf of the owners of any proprietary rights in the contribution Representations and Warranties Where a submission identifies contributors in addition to the contributor(s) who provide the actual submission, the actual submitter(s) represent(s) that each other named contributor was made aware of and agreed to accept the same terms and conditions on his or her own behalf, on behalf of any organization he or she may represent and any known owner of any proprietary rights in the contribution The contributor represents that contributions properly acknowledge major contributors The contributor, the organization (if any) he or she represents and the owners of any proprietary rights in the contribution agree that no information in the contribution is confidential and that PRIA and its affiliated organizations may freely disclose any information in the contribution The contributor represents that he or she has disclosed, and is under a continuing obligation to disclose, the existence of any intellectual property rights in the contribution that are known or reasonably should be known The contributor does not represent that he or she personally knows of all potentially pertinent proprietary and intellectual property rights owned or claimed by the organization he or she represents (if any) or third parties The contributor represents that there are no limits to the contributor s ability to make the grants, acknowledgements and agreements above that are reasonably and personally known to the contributor.

14 Operating Rules Copyright License 6.4 Disclosure of Patents To the extent that the contribution is or may be subject to copyright, the contributor, the organization he or she represents (if any) and the owners of any proprietary rights in the contribution, grant: PRIA an unlimited perpetual, non-exclusive, royalty-free world-wide right and license to copy, publish and distribute the contribution provided the PRIA License hereunder is conspicuously affixed to such publication; and PRIA Members an unlimited perpetual, nonexclusive, royalty-free world-wide right and license to prepare derivative works based upon the contribution for purposes of developing Standards The contributor acknowledges that PRIA has no duty to publish or otherwise use or disseminate any contribution The Copyright Notice, Disclaimer and End-User License in Appendix C or any revised iteration thereof shall be included in any PRIA publication of a contribution or Standard The contributor grants permission to reference the name(s) and address(es) of the contributor(s) and of the organization(s) he or she represents (if any) Objective The standards development and approval process is made more efficient if the existence of patents and pending patents whose use is essential for compliance with a standard under development is made known as early as possible in the development work Early disclosure affords work group participants the greatest opportunity to evaluate the propriety and

15 Operating Rules 11 desirability of the text of the proposed standard in view of the disclosed patented technology and/or process Conversely, the discovery at the final stages of standards development of issued or pending patents that are not available for licensing to implementers of the standard under either royalty-free ( RF ) or reasonable and nondiscriminatory ( RAND ) terms may result in the loss of years of effort Disclosure Each Member shall timely inform the Board and the cochairs of the relevant work group of patents to be necessarily infringed by the implementation of a PRIA Standard adopted or under development Members shall also disclose the existence of pending patents likely to be necessarily infringed by the implementation of a PRIA Standard adopted or under development, if such patents were to be issued The PRIA IPR Policy also applies to the discovery of issued and pending patent applications likely to be necessarily infringed by the implementation of a PRIA Standard subsequent to its publication The disclosure obligations pursuant to this section are triggered when a Member knows or reasonably should know of patent holdings and applications of the organization he or she represents (or of any third-party organization) that are likely to be necessarily infringed by the implementation of a PRIA Standard adopted or under development. The disclosure obligations pursuant to this section, however, do not imply any obligation on the part of a Member to conduct patent searches. The Board and the co-chairs of the relevant work group shall keep confidential the contents of unpublished patent applications disclosed pursuant to this section.

16 Operating Rules All disclosures shall be made using the Patent Statement and Licensing Declaration form prescribed by PRIA found at Appendix D PRIA will maintain and make available to the public in a database all patent disclosure statements made pursuant to this section, except those relating to unpublished patent applications. The URL for the database is If a Participant elects not to disclose its issued or pending patents pursuant to this section, it shall be estopped from asserting any patent claims against implementers of a Standard, and shall be deemed to have licensed all such patents to all implementers on an RF basis Members shall not file patent applications based on improvements or refinements to subject matter considered for inclusion in a standard, unless the Member has disclosed its intention to do so Members shall disclose any cross-licensing or other arrangements with other entities that would enable such other entities to practice the standard without paying the same license fees or considerations as others [Deleted 2012 Revisions Superseded by Section 8 Announcements] Review of Standards Upon completion of a publication-ready draft of the Standards, and at the Board s sole discretion, PRIA may elect, in addition to or in lieu of any other procedures under this IPR Policy, to provide Members with an additional and final opportunity to review such Standards. During the 30 day period immediately following the date that such publication-ready draft is provided to Members for review, a Member may: (i) object to the use in the Standards of any contribution made by that Member; or (ii) disclose that the publication of, or use or compliance with the Standards as presented, in whole or in part, would infringe a bona fide intellectual property right of the Member that the Member reserves the right to enforce. In either situation, such objection or disclosure must be in writing, stating in detail the specific language at issue and the basis upon which such objection is

17 Operating Rules 13 made. Upon receipt of such notice or disclosure, the Board, at its sole discretion, may elect to remove from the publication-ready draft of the Standards or decline to use in the Standards (both without any liability whatsoever to PRIA or any other Member) any contribution made by the Member Availability of Licenses When a Member discloses issued or pending patent applications pursuant to Rules 6.4.4, 8.1, or 8.2, or when issued or pending patent applications likely to be necessarily infringed by a standard under development are otherwise brought to the attention of the Board or the co-chairs of the relevant work group, the relevant work group cochairs shall immediately request the owner or applicant subject to the IPR Policy to provide a statement in writing, using the Patent Statement and Licensing Declaration form found at Appendix D, regarding the terms under which the owner or applicant will license its patents to implementers of the standard adopted or under development if such a statement has not been previously provided Non-Availability of Licenses PRIA shall not ordinarily adopt a Standard when the organization has received notice that any implementation thereof is likely to infringe patents not made available on RF or RAND terms Public Notices The following notice shall appear when PRIA receives assurance from a known patent holder prior to the time of publication of a Standard that a license will be made available to all implementers under either RF or RAND terms: Attention is called to the possibility that implementation of this standard may require use of subject matter covered by patents. By publication of this standard, no position is taken with respect to the existence or validity of any patent rights in connection therewith. PRIA shall not be responsible for identifying patents for which a license maybe required by a PRIA standard or for conducting inquiries into the legal validity or scope of those patents

18 Operating Rules 14 that are brought to its attention. A patent holder has filed a statement of assurance that it will grant licenses under these rights without compensation or under reasonable rates and nondiscriminatory, reasonable terms and conditions to all applicants desiring to obtain such licenses. PRIA makes no representation as to the reasonableness of rates or terms and conditions of the license agreements offered by patent holders If PRIA has not received licensing assurances prior to the time of publication of a Standard, the following notice shall appear: Attention is called to the possibility that implementation of this standard may require use of subject matter covered by patents. By publication of this standard, no position is taken with respect to the existence or validity of any patent rights in connection therewith. PRIA shall not be responsible for identifying patents for which a license maybe required by a PRIA standard or for conducting inquiries into the legal validity or scope of those patents that are brought to its attention. 6.5 Assignment of Rights in a Standard. To the extent that a Member has any ownership rights, title or interest, including, without limitation, any and all intellectual property rights (except for trademark rights) in and to a Standard (whether such Standard is deemed a derivative work of contribution(s) made by such Member or a joint work created by several parties, including such Member), Member hereby irrevocably and exclusively assigns all such rights in and to such Standard to PRIA. However, PRIA may not file a patent application covering the Standard without first obtaining the permission of all Members who are required to be named as inventors on the patent application. 6.6 Contributions Previously Distributed By and Through PRIJTF. Any contributor that previously submitted a contribution through PRIJTF agrees that the provisions of Rules 6.2 and 6.3 shall apply to each such contribution as if it was distributed by and through PRIA after the adoption of these Operating Rules, including this Intellectual Rights Policy.

19 Operating Rules Antitrust Policy 7.1 Purpose. PRIA establishes the following policy to ensure compliance with antitrust laws, both federal and state. This policy applies to all PRIA meetings, including those of any committee or work group, and, where appropriate, informal discussions among PRIA Members. This policy is not intended to restrict discussion; but is intended to make it clear that the market activities of PRIA Members are not appropriate topics for discussion. 7.2 Policy. It is the Antitrust Policy of PRIA that there shall be no information or social discussions about antitrust sensitive subjects at PRIA meetings, or in connection with any PRIA activity. 7.3 Prohibited Topics. Any discussion that would violate any state or federal antitrust law is prohibited by the PRIA Antitrust Policy. The following topics, which are not intended to be an exhaustive list of prohibited topics, typify those that are prohibited under this policy: Discussion or disclosure of information about profits; Discussion or disclosure of pricing or costs; Discussion or disclosure of information about competitive practices or strategies, including those relating to: Specific customers or classes of customers; Product or service offerings; Terms of, or conditions on, doing business; Individual capacity or volume of business; Individual market share, or allocation of products, services, territories or customers; Distribution methods; Refusal to deal with a company due to its pricing or competitive tactics; and How to deal with responses to the market behavior of a competitor. 7.4 Implementation. PRIA implements its Antitrust Policy by observing the following rules: PRIA will not collect information from its Members on antitrust sensitive subjects, such as those listed above All PRIA committee or work group meetings will be planned and conducted in accordance with Section 3.3 or 5.3 of the Operating Rules, whichever is applicable. Additionally, all committee, work group, and general meetings of the PRIA Membership shall be

20 Operating Rules 16 conducted in accordance with the following: An agenda will be prepared and distributed in advance of every meeting The meeting will follow the agenda. Other matters should not be discussed. All matters discussed should be reflected in the minutes or notes of the meeting The meeting chair is responsible for ensuring that the meeting discussions are conducted in compliance with the Antitrust Policy The meeting chair will review the Antitrust Policy prior to the meeting In speaking or writing in connection with PRIA activities: One must not give the false impression that PRIA is a party to any anticompetitive agreement One must avoid giving the false impression that any PRIA Member is being pressured or coerced into a particular policy or practice One must avoid giving the false impression that PRIA is discriminating in favor of or against a particular member of the property records industry. 8. Announcement of PRIA Policies. 8.1 Before every meeting, regardless of format, where PRIA business is to be discussed, the following announcement shall be made: This meeting is governed by the PRIA Intellectual Property Rights Policy and the PRIA Antitrust Policy. These policies can be found in Sections 6 and 7 of the PRIA Operating Rules posted at By participating, you are agreeing to abide by these Policies. Any questions should be ed to coordinator@pria.us. 8.2 The required announcement shall be made by at least one of the following methods: By placing the announcement on the written agenda for the meeting and supplying the agenda to every attendee; By reading the announcement aloud at the beginning of the meeting; or By placing the announcement on a sign-in sheet utilized to document attendance at a meeting and ensuring that each attendee signs or initials the sign-in sheet.

21 Operating Rules Presentations. 9.1 Background. PRIA respects the rights of all its Members. The objectives of the organization favor free exchange of ideas, practices, procedures, and systems for the development of national standards and the overall enhancement of the property records industry. However, all Members of PRIA must be regarded as equals, and none given an unfair advantage, whether perceived or actual. To prevent any type of unfair advantage, the following rules shall govern all presentations by PRIA Members. The following rules address presentations using whatever methodology is being employed in the presentation. 9.2 Presentations to the PRIA Membership Presentations to the PRIA Membership shall be made only under the sponsorship of a PRIA committee or work group. The PRIA President may, in the President s sole discretion, waive this requirement Presentation Limitations Presenters may utilize their organization s or company s logo(s) or other graphical design(s) identifying their organization or company only on the last slide of the presentation The last slide may also display the presenter's name, contact information, and any other organization or company information The first slide of the presentation is limited to containing only the title of the presentation, the presenter s name, and other information (such as date and location) specific to the PRIA meeting where the presentation is being given Logos or other graphical designs representing entities other than the presenter may be used on any slide so long as the owner of the logo or other graphical design has given permission for the presenter to do so The presentation must be educational in nature. The presentation may not be utilized for the promotion of a person, company, product, or service Case studies utilizing a service or product of the presenter may be used in presentations; however discussion shall be limited to the following aspects of the case study: What the problem or issue was;

22 Operating Rules How that problem or issue was addressed; What the expected benefits were; What benefits were actually realized; What difficulties were encountered, and how they were overcome; and What works or does not work Presentations must comply with the PRIA Antitrust Policy Presentations utilizing presentation software shall use the presentation theme specified by the Membership and Marketing Committee All presentations must be submitted to one of the co-chairs of the sponsoring committee or work group for approval. The cochair approving the presentation shall ensure compliance with these rules. If the PRIA President has waived the sponsorship requirement of Rule 9.2.1, then the PRIA President or the President s designee shall ensure compliance with these rules Once a presentation has been approved in accordance with these Rules, the presentation may not be altered without the consent of the approving co-chair or the PRIA President After the presentation has been made, a copy of the presentation shall be supplied to the Association s Administrative Manager to be shared with others as appropriate. 9.3 Presentations Representing PRIA to Others Presentations outside of the PRIA Membership shall be made only under the sponsorship of a PRIA committee or work group. The PRIA President may, in the President s sole discretion, waive this requirement Presentations outside of the PRIA Membership by a PRIA Member shall be made only with the permission of the committee s or work group s co-chair in consultation with the the PRIA President. Permission requests must be made in advance of the presentation and must include the topic, date, time, and place of the presentation After the presentation has been made, a copy of the presentation shall be supplied to the Association s Administrative Manager to be shared with others as appropriate PRIA Members may utilize the PRIA logo in accordance with Operating Rule Logos or other graphical designs

23 Operating Rules Compliance Program representing entities other than PRIA may be used so long as the owner of the logo or other graphical design has given permission for the presenter to do so The presentation must be educational in nature. The presentation may not be utilized for the promotion of a person, company, product, or service. The presentation may not imply or state that PRIA sponsors or endorses any product or service mentioned in the presentation, except that positions officially adopted by the PRIA Board of Directors and any final publications approved by the PRIA Board of Directors may be identified as authorized or endorsed by PRIA Presentations must comply with the PRIA Antitrust Policy Presentations utilizing presentation software shall use the presentation theme specified by the Membership and Marketing Committee Interim Policy Unless a Compliance Program is established, the policy specified in section 10.2 shall govern PRIA Compliance Policy Introduction The Board is aware that some vendors are utilizing phrases such as PRIA Compliant or compliant with PRIA specifications in marketing their products. Additionally some jurisdictions are asking vendors to substantiate or verify that their products and services are PRIA Compliant or compliant with PRIA specifications. Claims and requests such as these are not accurate and can be misleading. PRIA has not certified any product or service as PRIA compliant, nor has it authorized any other organization to certify products or services as PRIA compliant. The use of phrases such as PRIA Compliant or compliant with PRIA specifications increases the likelihood of confusion or of misunderstanding as to the sponsorship, approval, or certification of the goods or services being marketed. Accordingly, vendors utilizing these phrases may have civil and criminal liability for deceptive trade practices under both federal and state laws. Recording jurisdictions requesting such assurances are contributing to the potential civil and criminal liability for the vendors Policy It is PRIA s policy that neither the PRIA name nor logo be used in association with marketing products. PRIA urges all vendors to assess their marketing materials and remove any

24 Operating Rules Logos and Trademarks Logos. claims of compliance with PRIA standards, especially for products that claim compliance in an area where PRIA has not yet established a standard. Additionally, PRIA urges all public sector entities advertising or submitting projects or proposals to bid or specification to assess their materials and remove any requirement for compliancy with PRIA standards Safe Harbor Phrases such as based on PRIA standards or incorporating PRIA standards (or a specific standard and version reference) may be used by a vendor wishing to demonstrate and promote their commitment to a PRIA standard Member Duties Because of the cooperative nature of PRIA, it is incumbent on all PRIA Members to report a violation of this policy to PRIA s leadership. A report of any violation of this policy should be directed via to coordinator@pria.us A logo is a graphical design that may include text and other design elements The PRIA logo, including design and color specifics, is set forth in Appendix F The PREP logo, including design and color specifics, is set forth in Appendix G The PRIA and PREP logos may be licensed by PRIA for use by third parties. By downloading or using the logo(s), you agree to adhere to these rules: If the PRIA logo is utilized on a web site, the logo must always be an active link to If the PREP logo is utilized on a web site, the logo must always be an active link to The logo must appear by itself, with a minimum spacing (the height of the logo) between each side of the logo and any other graphic or textual elements Except as provided in these rules, the logo may not be altered in any manner, including proportions, colors, elements, etc., or animate, morph, or otherwise distort its perspective or appearance. Text which is part of the logo may not be separated from the logo.

25 Operating Rules The size of the logo may be altered in accordance with these rules. Logos shall not be reduced to a size so small that all words are not legible Patterns may not be created with the logo, whether on a web page or in print or other media [Deleted 2012 Revisions] Normal usage of the logo will be a horizontal placement on the media. The logo may never be used at an angle. If the logo needs to be used vertically to fit a format, it must be rotated 90 degrees counter-clockwise so that it reads upward not downward The logo may not be used in a sentence. If a reference to PRIA or PREP is needed in a sentence, it should be in text only The use of the logo may not be obscene or pornographic, and may not be disparaging, defamatory, or libelous to PRIA, PREP, any of their products, members, or any other person or entity. Links to PRIA or PREP from a web site that is obscene or pornographic, or disparaging, defamatory, or libelous to PRIA, PREP, any of their members, or any of their products is not permitted It is not permissible to directly or indirectly imply PRIA's or PREP s sponsorship, affiliation, or endorsement of any product or service The use of the logo may not infringe any PRIA intellectual property or other rights, may not violate any state or federal laws, and must comply with international intellectual property laws If the logo is utilized on a web site, it is not permissible to create a frame or border environment around PRIA or PREP content The logo may not be used on a background of the same or a similar color as any color in the logo. The logo must always be positioned on a background of sufficient contrast, regardless of color, to be readable and the logo must not appear on a patterned background If the logo is used on a web site, it is permissible to link to, but not to replicate, other PRIA or PREP content.

26 Operating Rules Trademarks It is not permissible to present false or misleading information about PRIA s or PREP s products or services Any reference to PRIA or PREP, their products, and their web sites must comply with PRIA s trademark rules While the logo may be used as provided by these rules, it is not permissible to use any other graphic to link to PRIA s or PREP s web sites These rules do not grant permission to use any other PRIA or PREP trademark. PRIA reserves the right in its sole discretion to terminate or modify permission to display any logo at any time PRIA trademarks (but not logos or taglines) may be used to identify PRIA products, services, and programs on packaging, promotional, and advertising materials, provided the following rules are adhered to: PRIA trademarks may not be incorporated or included in a company name, product name, domain name, or in the name of a service A product name may not be confusingly similar to any of PRIA's trademarks The use may not be obscene or pornographic, and may not be disparaging, defamatory, or libelous to PRIA, any of its members, any of its products, or any other person or entity The use may not directly or indirectly imply PRIA's sponsorship, affiliation, or endorsement of a product or service Reference to a PRIA trademark may not be the most prominent visual element on a product or service. A company name and logo, product or service name, and any graphics should be significantly larger than the reference to PRIA's trademark If the use includes references to a PRIA product, the full name of the product must be referenced at the first and most prominent mention, for example, PRIA e-notary DTD. When referencing any PRIA trademarks, please mark the first and most prominent mention with a or as appropriate for the particular

27 Operating Rules 23 mark. Once marked, it is not normally necessary to mark subsequent appearances of the trademark in the piece PRIA's trademarks may not be shortened or abbreviated. Always spell and capitalize PRIA's trademarks exactly as they appear on the PRIA web site The following trademark attribution statement must be included: "[List of marks used, with "PRIA" first, if used, followed by other PRIA marks used, in alphabetical order] are either registered trademarks or trademarks of the Property Records Industry Association in the United States and other countries." Use of PRIA trademarks in titles of books PRIA trademarks may be used in the titles of books, in printed form, that provide information on PRIA products. Publishers of such books need not obtain express permission from PRIA if the use of PRIA trademarks complies with all of the following rules: The PRIA trademarks may not appear larger or more prominent than the rest of the full book title The PRIA trademarks may not be used in the stylized form used by PRIA, and no PRIA logos or product shots may be used on the book's cover, advertising, promotional material, or otherwise, without express written permission from PRIA PRIA's trademarks may not be shortened or abbreviated. Always spell and capitalize PRIA's trademarks exactly as they appear on the PRIA web site The following trademark attribution statement must be included: "[List of marks used, with "PRIA" first, if used, followed by other PRIA marks used, in alphabetical order] are either registered trademarks or trademarks of the Property Records Industry Association in the United States and other countries." A conspicuous disclaimer must be included, preferably on the front or back cover of the book, but at a minimum it must appear on the copyright page of the book and state in all

28 Operating Rules Check Signing Policy capital letters: THIS PRODUCT IS NOT ENDORSED OR SPONSORED BY THE PROPERTY RECORDS INDUSTRY ASSOCIATION, PUBLISHER OF [INSERT PRIA PRODUCT NAME(S)] All other uses of PRIA trademarks require written permission. If other permission is required, please submit a written request by using the form available at Please allow two weeks for a request to be processed Checks for payment of PRIA obligations will be prepared on a weekly basis by the association s management company Checks in the amount of $5,000 or less may have a single account signatory s signature Checks for recurring monthly expenses or for which PRIA has a formal contractual obligation, regardless of amount, may have a single account signatory s signature All other checks shall have signatures of two account signatories Any checks disbursed will be copied (such that the copy shows the signature) and sent electronically to the Treasurer, along with a copy of the invoice being paid The Treasurer and the Assistant Treasurer (if one has been appointed) shall be account signatories. The Board may also designate any other person as an account signatory. 13. Bereavement Policy Purpose: To establish a policy for extending condolences for the PRIA leadership that will be consistently applied Definitions: This policy will apply to the following only: Policy: Board Members, committee or work group co-chairs and volunteers, whether they be sitting or retired; Immediate family of the above, consisting of: spouse, partner, mother, father, children or siblings Current Board Members, Committee or Work Group Co-chairs and Volunteers: Flowers or a plant sent to the home with card acknowledging sympathy from the PRIA Board of Directors and Staff. If family has requested a charitable donation, in lieu of flowers, a PRIA check for $100 will be sent to the named charity with a request that acknowledgement be forwarded to