BYLAWS OF THE
ELECTRONIC INDUSTRIES ALLIANCE
(An Illinois Not-For-Profit Corporation)
BYLAW I - NAME AND PURPOSE
The name of the association is the Electronic Industries Alliance ("Alliance"), a not-for-profit corporation organized under the laws of the State of Illinois. The principal office of the Alliance shall be within the Commonwealth of Virginia. The Alliance is the primary industry association representing the U.S. electronics and high technology community. The Alliance's mission is to promote the market development and competitiveness of the U.S. high technology industry through domestic and international policy efforts, including serving as a common voice for the industry to educate and inform policy makers and the public; addressing issues that are important to the industry; mobilizing the industry on critical issues; coordinating policies and strategies with all allied associations; expanding the Alliance by recruiting and developing new affiliates, Sectors, and Corporate Members; and promoting standards that serve the industry.
BYLAW II - MEMBERSHIP
Section 1. SECTOR MEMBERSHIP
A. Sector Membership in the Alliance is available to any separately incorporated association representing a sector of the U.S. electronics community upon approval by the Executive Committee. Such Sector Members, referred to in these Bylaws as Sectors, shall exercise voting rights in the Alliance solely through their representatives on the Board of Governors in accordance with the Bylaws. Each Sector shall be governed in accordance with its own Articles of Incorporation, Bylaws or other policies and procedures consistent with these Bylaws.
B. Each Sector Member shall inform the Secretary of the names of persons entitled by such Sector Member to represent the Sector Member in Alliance activities. Changes to such designations may be made by notifying the Secretary.
C. The four founding Sectors are: Telecommunications Industry Association ("TIA"), Electronic Components, Assemblies, Equipment & Supplies Association ("ECA"), Government Electronics and Information Technology Association ("GEIA") and JEDEC Solid State Technology Association ("JEDEC").
Section 2. CORPORATE MEMBERSHIP
Corporate Members of the Alliance shall include members in good standing of the Sectors (Sector Corporate Members). In addition, other business entities actively engaged in the U.S. electronics community may be admitted as Corporate Members of the Alliance (Direct Corporate Members) upon approval of the Executive Committee. Each Corporate Member shall have such rights and privileges as may be determined by the Executive Committee.
Section 3. ADMISSION, WITHDRAWAL, AND LOSS OF MEMBERSHIP
Policies and procedures for admission, withdrawal, and loss of membership in the Sectors shall be established by the Sectors.
BYLAW III - DUES
Section 1. DUES PAID TO THE SECTORS
A. Dues to be paid to the Sectors by their members shall be assessed according to the formula(s) and/or method(s) approved by each Sector board.
Section 2. DUES PAID TO THE ALLIANCE
A. Dues to be paid to the Alliance by the Sectors shall be assessed according to the formula(s) and/or method(s) approved by the Executive Committee. The final formula(s) and/or method(s) shall be reflected in written affiliation agreements with the Sectors.
B. Dues to be paid to the Alliance by affiliates, and any other membership class shall be assessed according to the formula(s) and/or method(s) approved by the Executive Committee.
BYLAW IV - BOARD OF GOVERNORS
Section 1. COMPOSITION, NUMBER, AND ELECTION
A. The Board of Governors shall consist of representatives of all Sectors of the Alliance, each of which shall be entitled to at least one representative on the Board of Governors. Unless otherwise provided for in these Bylaws, to qualify as a Sector or an At-Large representative on the Board of Governors, the representative must be a senior executive, officer or director of a Corporate Member. In addition, the Chairman of the Board, President/CEO, Vice Chairman, Chairman of the Law Committee, and Secretary-Treasurer shall be voting members of the Board. The Board shall also include At-Large Governors as provided for in these Bylaws. Any individual who has served at least one full term as a member of the Board of Governors and is no longer a regular member of the Board shall be eligible for election by the Board as a nonvoting Honorary Governor. In addition, Sector Presidents shall be voting members of the Board.
B. The number of and allocation method for members of the Board of Governors shall be determined from time to time by the Executive Committee.
C. The Chairman of the Board of Governors, upon recommendation of the Nominating Committee and with the concurrence of the Executive Committee, may appoint At‑Large Governors. At-Large Governors may not constitute more than 20% of the total membership of the Board.
D. The term of office of Governors shall be three years commencing on the first of January except in the case of vacancies. Sector vacancies on the Board may be filled during the year by the Sector. At-Large vacancies may be filled during the year by the Chairman, subject to approval by the Executive Committee.
E. A Governor may be removed in accordance with the policies and procedures adopted by the Board of Governors.
F. The Board of Governors may establish attendance and other policies and procedures for Governors.
G. Governors shall not receive compensation for their services.
Section 2. POWERS; DUTIES; MEETINGS
A. The Board of Governors has overall authority for the public policy matters of the Alliance, and shall work to assure that the Alliance is accountable to the Sectors and to the Corporate Members of the Alliance. In the interim between meetings of the Board, the Executive Committee has authority for the public policy matters of the Alliance. This authority is subject to the Galvin Rule.
B. The Board of Governors shall meet at least once each year. The meeting shall be held at such a time and place as the Board of Governors or the Chairman may designate. Twenty-five percent (25%) of the voting members of the Board of Governors shall constitute a quorum. A majority vote of Governors at a meeting at which a quorum is present, voting in-person, shall constitute formal action of the Board, except as may be otherwise provided in these Bylaws.
C. The following actions of the Executive Committee shall be subject to ratification by the Board of Governors by majority vote of those Governors voting at a duly constituted Board of Governors meeting:
i. Executive Committee election of the Chairman, Vice-Chairman, and Secretary-Treasurer.
ii. Executive Committee adoption of amendments to these Bylaws.
BYLAW V - OFFICERS
Section 1. COMPOSITION
Except as otherwise provided in these Bylaws, the Executive Committee shall elect the Chairman, the Vice Chairman, and the Secretary-Treasurer upon the recommendation of the Nominating Committee and subject to ratification by the Board of Governors under Article IV, Section 2 (C) above. Members of the Board of Governors and of the Executive Committee may also propose "floor" nominations for the positions of Chairman, Vice Chairman, and Secretary-Treasurer. The Executive Committee also may establish and elect such other elected Officer positions as it deems advisable. All Officers elected by the Executive Committee shall be chosen from among the membership of the Executive Committee and must have served on the Board of Governors for at least one year prior to the date of election as an Officer. Furthermore, the Chairman, Vice Chairman, and Secretary-Treasurer must be "Outside Directors" as defined at Article VI, Section 1(B), and may not be At Large Directors as defined at such Article VI, Section 1(B). In filling the position of Chair, those nominating, electing, and ratifying should consider the desirability of rotating the position of Chair among the Sectors, subject to willingness, ability to serve, and the needs of the Alliance. The Executive Committee shall appoint the President/CEO. The Vice Presidents, Assistant Secretaries, and the Assistant Treasurer shall be appointed by the President/CEO with the concurrence of the Chairman of the Executive Committee.
Section 2. TERM; REMOVAL; VACANCIES
The Officers of the Alliance shall hold office for one year terms, which may be served consecutively without limitation except for the Chairman and President/CEO who shall serve as provided in these Bylaws. Any Officer may be removed at any time, with or without cause, by the Executive Committee upon proper notice and opportunity to be heard by a two-thirds vote of the entire Executive Committee. If a vacancy occurs for any reason in any Officer position, it shall be filled for the unexpired term by the Executive Committee, subject to ratification by the Board of Governors under Article IV, Section 2(C) above in the case of the position of Chair, Vice Chairman, or Secretary-Treasurer. Service to fill an unexpired Officer term shall not count toward the limitation on eligibility to serve as an Officer.
Section 3. DUTIES
The Officers shall perform such duties as stated below or as may be otherwise prescribed by these Bylaws or by policies and procedures approved by the Executive Committee.
Section 4. CHAIRMAN
The Chairman shall be nominated by the Nominating Committee, or by "floor" nomination by a member of the Board of Governors or of the Executive Committee, from among the membership of the Outside Directors of the Executive Committee who are not At Large Directors as those terms are defined at Article VI, Section 1(B. The nominated candidate must be elected by the Executive Committee and ratified by the Board of Governors.
The Chairman shall preside at all meetings of the Board of Governors and Executive Committee. The Chairman shall be the chief elected officer of the Alliance and may serve up to two consecutive one-year terms.
Section 5. VICE CHAIRMAN
The Vice Chairman shall be nominated by the Nominating Committee or by "floor" nomination by a member of the Board of Governors or of the Executive Committee, from among the membership of the Outside Directors of the Executive Committee who are not At Large Directors as those terms are defined at Article VI, Section 1(B). The nominated candidate must be elected by the Executive Committee and ratified by the Board of Governors .
The Vice Chairman shall have such powers and perform such duties as from time to time may be assigned by the Executive Committee. The Vice Chairman shall assume the duties of the Chairman when the Chairman is unable to perform his or her duties.
Section 6. PRESIDENT/CEO
The President/CEO shall be the Chief Executive Officer of the Alliance, and shall report directly to the Chairman and the Executive Committee. The duties and responsibilities of the President/CEO shall be to administer the day-to-day affairs and management of the Alliance and to carry out the purposes of the Alliance. The President/CEO shall receive compensation and serve for the term as provided by contract approved by the Executive Committee.
Section 7. VICE PRESIDENTS
The Alliance may have one or more Vice Presidents appointed in accordance with Section 1 above. A Vice President may be designated as Executive Vice President, Senior Vice President or Vice President and shall have such duties and powers as may be delegated to each Vice President by the President/CEO.
Section 8. SECRETARY-TREASURER
The Secretary-Treasurer shall be nominated by the Nominating Committee or by "floor" nomination by a member of the Board of Governors or of the Executive Committee, from among the membership of the Outside Directors of the Executive Committee who are not At Large Directors as those terms are defined at Article VI, Section 1(B). The nominated candidate must be elected by the Executive Committee and ratified by the Board of Governors.
The Secretary-Treasurer shall have general control, subject to any action by the Board of Governors or by the Alliance, of all the funds of the Alliance and of all receipts and expenditures made on behalf of the Alliance. The Secretary-Treasurer shall be responsible for collection of dues, assessments, or other monies due the Alliance and for depositing them to the credit of the Alliance in a bank selected by the Executive Committee. The Secretary-Treasurer shall present at each meeting of the Board of Governors and the Executive Committee a report covering the receipts and expenditures since the last meeting and at each annual meeting a report of the financial condition of the Alliance.
The Secretary-Treasurer shall keep all records of the Alliance and attend to all internal matters that pertain to Members of the Alliance subject to the oversight of the Executive Committee. The Secretary-Treasurer shall act as secretary at all meetings of the Alliance and of the Board of Governors.
Section 9. ASSISTANT TREASURER
The Assistant Treasurer shall, in the absence of the Secretary-Treasurer, or in the event of the Secretary-Treasurer's inability to act, perform the duties and exercise the powers of the Secretary-Treasurer which are of a Treasurer's nature, and perform such other duties and have such other powers as the Executive Committee may from time to time prescribe.
Section 10. ASSISTANT SECRETARY
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Executive Committee, shall, in the absence of the Secretary-Treasurer, or in the event of the Secretary-Treasurer's inability to act, perform the duties and exercise the powers of the Secretary-Treasurer which are of a corporate secretary's nature, and shall perform such other duties and have such other powers as the Executive Committee may from time to time prescribe.
BY-LAW VI - COMMITTEES
Section 1. EXECUTIVE COMMITTEE
A. The management and control of the property and affairs of the Alliance is vested in the Executive Committee, which shall act as the Alliance Board of Directors, and which is accountable to the Sectors and to the Corporate Members.
B. The Executive Committee shall be constituted in the following manner:
i. Outside Directors. The Outside Directors shall include: (aa) Two member industry representatives from each Sector, elected by the board of directors of their Sector. At least one of each Sector's two elected Outside Directors must be a member of the Sectors board of directors, preferably its chair; (bb) ex officio, the Immediate Past Chairman of the Alliance; and (cc) up to two At Large Directors who may be elected by the Executive Committee if the Executive Committee, by a Super Majority vote as defined at Article VI, Section 1(F) below, finds it necessary to add At Large Directors on the Executive Committee. Those Outside Directors in (aa) and (cc) above ( i.e., the two member industry representatives per Sector and the up to two At Large Directors) shall serve one year terms, without term limits; but more than five years continuous service on the Executive Committee is discouraged. Sectors are encouraged to elect Outside Directors with experience in EIA matters. All Outside Directors are voting members of the Executive Committee.
ii. Inside Directors. The Inside Directors shall include: (aa) ex officio, the President of each Sector; and (bb) ex officio, the President/CEO of the Alliance. All Inside Directors are voting members of the Executive Committee.
iii. Non-Voting Director. A Designee elected by the National Science & Technology Education Partnership board of directors shall be an ex officio non-voting member of the Executive Committee.
C. Each member of the Executive Committee shall be an active, voting member of the Board of Governors, except that the nonvoting Designee of the National Science & Technology Education Partnership shall not by means of such office alone, be a member of the Board of Governors.
D. Meetings of the Executive Committee shall be called by the Chairman or any four members of the Executive Committee. Written notice of the time and place of meetings of the Executive Committee shall be given to each member by overnight delivery, facsimile or email at least five (5) days before the meeting, or by notice mailed to each member at least ten (10) days before the meeting. Notice of a meeting need not be given to any member who signs a waiver of notice, either before or after the meeting.
E. At all meetings of the Executive Committee 54% of voting members shall constitute a quorum for the transaction of business; provided that 54% of Outside Directors are present.
F. The act of a majority of voting members present at an Executive Committee meeting at which a quorum is present shall be the act of the Executive Committee, except as may be otherwise specifically provided by these Bylaws or by Illinois law. In the case of a tie vote the Chair shall have an additional vote to break a tie ( but shall not have an additional vote to achieve a Super Majority vote as defined below). . Actions requiring such a simple majority vote include without limitation, election of officers and adoption of a budget and operating plan. The following actions require a "Super Majority" vote of the Executive Committee, consisting of the affirmative vote of at least 67% of the voting directors then in office.
i. Amendment to these Bylaws [which is then subject to ratification by the Board of Governors under Article IV, Section 2(C) above].
ii. Decision to initiate renegotiation or termination of existing Sector status, and approval of any terms of such amended or terminated Sector status.
iii. Decision to add a Sector as the exclusive representative of a segment of the electronics industry.
iv. Hiring of a new President/CEO
v. Decision to fill up to two At Large Director positions on the Executive Committee as allowed by Article VI, Section 1(B) above.
G. The Executive Committee may remove an Outside Director from the Executive Committee only (1) "for cause" as defined below and as determined by the Executive Committee, and; (2) pursuant to the procedures set forth below.
H. Grounds for Removal – "For cause" means:
(a) gross negligence, malfeasance, or misfeasance by an Executive Committee member regarding his/her obligations as an Executive Committee member, or;
(b) dishonest, fraudulent or criminal acts on the part of an Executive Committee member, including but not limited to conviction of a felony or any crime involving moral turpitude, or;
(c) incapacity to the extent that the Executive Committee member can no longer fulfill the essential functions of his/her position, or;
(d) repeated disregard of EIA's rules, regulations and/or policies, or;
(e) failure to satisfactorily perform his/her duties and responsibilities, including but not limited to repeated failure or inability to attend Executive Committee meetings or disruption of Executive Committee meetings.
I. Procedure for Removal – An Executive Committee member may propose the removal of another member by forwarding to the Chair of the Executive Committee at least thirty days before an Executive Committee meeting a document setting forth the specific bases for removal. The Chair shall forward the document promptly to the member at issue who may prepare and return to the Chair a rebuttal within ten days of the upcoming meeting. The proposal for removal and rebuttal shall be forwarded to all members of the Executive Committee.
The proposal for removal will be considered at the next regularly scheduled meeting or at a special meeting called by the Executive Committee. The members may be removed only upon a three-fourths vote of all members of the Executive Committee. Neither the member being considered for removal nor the member proposing the removal may participate in the vote.
If the Executive Committee votes to remove the member, then the Sector to which that Executive Committee member belongs shall appoint an individual to replace the removed member within thirty days of the removal.
The Executive Committee's decision with respect to removal is final and not subject to appeal.
J. The Executive Committee shall strive to tie the Alliance's operating plan and budget to a balanced budget.
K. The Executive Committee may establish policies and procedures with respect to its composition and otherwise as necessary for management of the Alliance which are consistent with these Bylaws. In particular and without limitation, the Executive Committee shall: (i) adopt and abide by a Code of Ethics and a Conflicts of Interest Policy which address, inter alia, how all members of the Executive Committee, and Inside Directors in particular, are to deal with issues of personal benefit or significant conflict of loyalty which may arise for them as members of the Executive Committee; and (ii) adopt policies to guide appropriate and necessary communication among Sectors and the Alliance, and among Corporate Members and the Alliance.
Section 2. NOMINATING COMMITTEE
The Executive Committee shall establish a Nominating Committee consisting of the immediate Past Chairman, as chair of the committee, the Alliance President/CEO, and one Governor elected by each of the founding Sectors of the Alliance. The Nominating Committee shall convene as a group and shall recommend nominations for the designated Officers, and At-Large Governors. Members of the Nominating Committee may not be nominated for any of these positions and shall serve a maximum of three one year terms.
Section 3. OTHER COMMITTEES
The Executive Committee may establish and appoint members to such other committees as it deems advisable.
BYLAW VII - AMENDMENTS
These Bylaws may be amended by the Executive Committee, at any duly called meeting at which a quorum is present, by a Super Majority vote of the members of the Executive Committee, as defined at Article VI, Section 1(F) above, provided that notice of such proposed amendment or amendments shall have been provided to each member of the Executive Committee at least twenty (20) business days prior to the date of the meeting at which the vote is taken. An amendment may be proposed by the Executive Committee or a majority of the Board of Governors. Such proposed amendment shall be in writing and shall be filed with the Secretary. Once passed by a Super Majority vote of the Executive Committee, a Bylaws amendment shall not be effective unless and until ratified by the Board of Governors under Article IV, Section 2(C) above.
BYLAW VIII - MISCELLANEOUS
Section 1. DISSOLUTION
This Alliance shall continue until such time as it shall be dissolved upon the recommendation of the Executive Committee and vote of two-thirds of the total members of the Board of Governors.
Section 2. INDEMNIFICATION
Officers, Governors and other authorized employees or agents of the Alliance shall be indemnified against claims for liability arising in connection with their positions or activities on behalf of Alliance to the full extent permitted by the Illinois General Not for Profit Corporation Act, in general and specifically, 805 ILCS 105/108.75, including the right to have the Alliance advance the expenses incurred by the indemnified party in defending such action, in accordance with subsection (e) thereof.
Section 3. AUDIT; FISCAL YEAR
The Executive Committee shall cause an audit of the books of the Alliance to be made at least annually, and shall provide rules and regulations for the authorization of expenditures. The fiscal year for the Alliance shall be set by the Executive Committee.
Section 4. WRITTEN CONSENT
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Governors or any committee, including the Executive Committee, may be taken without a meeting, if all members of the Board of Governors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Governors or committee.
Section 5. TELEPHONIC PARTICIPATION
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of any committee of the Alliance including the Executive Committee, any committee of the Executive Committee and any committee of the Board of Governors, may participate at a meeting of such committee by the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation at a meeting shall constitute presence in person at the meeting. All meetings of the Board of Governors shall be in person meetings unless the members of the Board of Governors unanimously approve another form of meeting.
Section 6. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the statute, the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed to satisfy the notice requirement.
Section 7. GALVIN RULE
A. Each Sector of the Alliance is entitled to make statements or recommendations to Government Agencies on the Sector's own behalf subject to the provisions of this Bylaw.
B. The Board of Governors each year shall identify as "Alliance-Wide Issues" a limited number of public policy matters that are of broad, cross-Sector interest to the electronics industry as a whole.
i. Whenever two or more Sectors have an interest in the same public policy issue, the Sectors shall attempt to agree on a joint statement or recommendation to the Government Agency.
ii. If the Sectors are unable to agree, separate views may be submitted providing the following conditions are met:
(1) Whenever practical, the proposed Sector statement(s) shall be submitted to other interested Sectors in advance of filing and efforts shall be made to reconcile differences between or among the Sectors.
(2) Each Sector statement shall clearly indicate that it represents only the views of that Sector and the statement must not imply that it reflects the views of any other Sector or the Alliance as a whole.
(3) Sector statements must not contradict or conflict with Alliance statements on current Alliance-Wide Issues.
C. No statement purporting to represent the views of the Alliance shall be submitted to a Government Agency unless it has been authorized and approved by the Board of Governors, the Chairman of the Board, the Alliance President/CEO or the staff member in charge of the Alliance Government Relations Department.
D. When the Alliance desires to furnish comments or recommendations on a Government Agency proposal or document, the appropriate Alliance staff person whenever practical shall circulate the draft comments or recommendations among all interested Sectors. The Alliance staff person shall coordinate any input received on the draft comments or recommendations then submit the coordinated comments or recommendations to the Government Agency as representing the views of the Alliance.
E. The staff member in charge of the Alliance Government Relations Department shall be responsible for the coordination of the Sectors under this Bylaw.
F. For purposes of this Bylaw, the term "Government Agency" shall mean the executive, legislative and judicial branches of federal, state and local governments; military departments, independent agencies and establishments, and government corporations; national or international organizations involved in making policy or developing standards; and any official, officer, or employee of any Government Agency.
Section 8. TRANSITION
Notwithstanding anything to the contrary in these Bylaws, for purposes of transitioning to the new structure under the Bylaw amendments adopted effective January 1, 2005, in calendar year 2005 only, the Chairman shall be elected by the Executive Committee from among the members of the Board of Governors, and once so elected shall be a member of the Executive Committee, regardless of whether he would otherwise have been on the Executive Committee. This Section 8 ("Transition") shall expire and no longer be a part of these Bylaws once the 2006 Executive Committee and Board of Governors take office. In addition, notwithstanding anything to the contrary in these bylaws, for purposes of transitioning to the new structure under the Bylaw Amendments adopted on January 1, 2005, in Calendar Year 2005 only, those individuals who on December 31, 2004 are serving as CEA Sector Representatives on the Board of Governors, shall by means of such position continue to serve on the Board of Governors for 2005 as At-Large Governors, and shall not count towards the 20% limit on At-Large Governors as a percentage of the total membership of the Board of Governors.
