CGMG Charter and Bylaws

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CHARTER: Semiconductor Chemical and Gas Manufacturers Group

January 2001

A. Name

Semiconductor Chemical and Gas Manufacturers Group

B. Members

    The Semiconductor Chemical and Gas Manufacturers Group represents SEMI members who produce, package and/or distribute chemicals or gases used in semiconductor applications; also members who produce packaging for chemicals or gases or produce enabling equipment for the blending, generation, and/or distribution of these products within the fab, or provide services utilizing chemicals and/or gases in semiconductor applications.

C. Structure of the Group

 1. The Chemical and Gas Manufacturers Group, as part of SEMI, should be open to all SEMI members involved in the activities described in B. above.

    2. The SEMI staff officer should act as group coordinator.

    3. The Group Officers are elected in accordance with the bylaws.

    4. The Semiconductor Chemical and Gas Manufacturers Group should act as an independent group within the SEMI structure

    5. The Group reports to the SEMI Board of Directors through the SEMI Staff officer.

    6. Meetings of the group can be scheduled as required and may be attached to important Semicon shows.

D. Purpose of the Group

    To facilitate collective efforts on issues related to the chemical and gas industry that the members feel are more effectively or efficiently undertaken as an industry association than as individual companies, among which are:

    1. To acquire market information and statistics about member activities as defined in B. above.

    2. To achieve better representation in regard to legislation and lobbying efforts concerning the semiconductor industry.

    3. To promote customer awareness of the technical, regulatory, and business issues facing the chemical/gas suppliers in meeting the semiconductor industry expectations in product quality and value.

    4. To promote cooperative efforts between the Semiconductor Chemical and Gas Manufacturers Group members and other SEMI member companies to solve common problems and eliminate duplication of resources.

    5. To promote awareness in the SEMI organization of the expectations of the Semiconductor Chemical and Gas Manufacturers Group members.

    6. To promote participation in the standards group and to promote user awareness about SEMI standards.

    7. To be involved in planning and/or sponsoring activities for SEMI exhibits, seminars and other events connected with the industry.

    8. To receive SEMI support for meetings with industry leaders to discuss future trends and needs.

    9. To create a forum to discuss safety and environmental issues.

E. Functional Structure

    1. Membership

    2. Industry Awareness

    3. Safety

    4. Legislation and Public Affairs

    5. Cooperative projects

    6. SEMI Awareness

    7. Statistics

    8. Others, as may be established by the Executive Committee

    The subcommittee will be chaired by a Chemical and Gas Manufacturers Group member and staffed by Group member company employees. A SEMI staff member will be an Ex-officio member of each subcommittee.

An Executive Committee constituted in accordance with the bylaws manages the Group.

Subcommittees may be formed to direct activities in areas of mutual member interest such as:

BY-LAWS: Semiconductor Chemical and Gas Manufacturers Group 

January 2001
 
ARTICLE I: Governing Regulations
 

    These by-laws are subject to the Regulations Governing SEMI Committees, hereinafter referred to as the Regulations, and are in accordance with the by-laws of SEMI. The Semiconductor Chemical and Gas Manufacturers Group will hereinafter be referred to as the Group.

    All meetings of the Group shall conform to the Antitrust Guidelines attached hereto and made part of these by-laws.

    SEMI shall support and advise the Group but shall not be responsible for costs incurred by the Group without prior approval by SEMI.

ARTICLE II: Scope

    The scope of the Group shall include products and issues relating to and directly concerning Chemical and Gas Manufacturing. The Group defines Chemical and Gas Manufacturing as the production, packaging and/or distribution of chemicals and gases used in semiconductor applications, including the production of packaging and of enabling equipment for the blending, generation, and/or distribution of these products within the fab.

ARTICLE III: Voting Members

    Group membership shall be open to all SEMI members with interest in Chemical and Gas Manufacturing as stated in Article II, including SEMI members that offer services, which involve chemicals and gases.

    Each dues paying SEMI member, having representation in the Group shall be entitled to one vote: one dues-paying SEMI member one vote.

    SEMI member companies meeting the qualifications in the Article II, and desiring membership in the Group shall indicate in writing that they are Group members and shall designate an employee of the company to be the delegate to the Group. Any Group member who ceases to be an employee of a SEMI member company shall cease to be a member of the Group.

ARTICLE IV: Non-Voting Members

    The Chairperson may appoint persons, who may or may not be members as defined in Article III, to the Group as necessary who will act as the liaison member between the Group and other SEMI committees.

    The Chairperson may appoint advisory representatives. These representatives shall act in an advisory capacity as needed by the Group.

    The advisory representatives shall be non-voting members of the Group

    A designated SEMI staff member shall be an Ex-officio member of the Group.

ARTICLE V: Executive Committee

    The Group membership shall authorize the formation of an Executive Committee, consisting of a Chairperson, Vice-Chairperson and at least one other member of the Group, whose term of office shall be for two years. The Chairperson, Vice-Chairperson, and initial Executive Committee members (officers) shall be elected by the Group. Subsequent Executive Committee members (officers) shall be appointed by the Executive Committee, and may be reappointed to additional terms by the Committee. An officer may be removed from office by a two-thirds majority vote of the Group with prior approval of the SEMI executive staff. The Executive Committee shall act as the steering committee for the Group.

ARTICLE VI: Term

    The Group Chairperson and Vice-Chairperson should be elected for a period of two years. Under normal circumstances, the Vice-Chairperson will succeed the Chairperson in order to insure continuity of group activities.

    The terms of a Group member shall not be limited except, as stated in Article III. Liaison members and advisors shall be for a two (2) year period.

    Liaison members and advisors may be re-appointed by the Chairperson.

ARTICLE VII: Meetings

    The Group shall meet at least two (2) times in a calendar year, typically during SEMICON shows. Notification of each meeting shall be mailed to Group members not less than forty-five (45) days prior to a meeting. Meetings shall be conducted in the presence of a SEMI staff member.

ARTICLE VIII: Quorum

    A quorum shall consist of six (6) members of the Group. Members for this purpose are not individual attendees but member companies as defined in paragraph B. of the Charter.

    Each voting member of said Group or his authorized representative shall be entitled to one (1) vote. Adoption of by-laws shall be approved in writing by a two-thirds (2/3) majority of the entire Group. Other business of the Group shall be decided by a simple majority of those present. In the event a quorum is not present, the vote of an absent member may be rendered by telephone provided said member shall subsequently confirm his vote in writing.

    Any action permitted or required to be taken by the Group may be taken without a meeting with prior approval by SEMI Executive Staff, provided, however, that all members shall be duly notified and have an opportunity to vote. A telephone vote may be taken but must be followed by written confirmation by the Group member(s). Such confirmation(s) shall be filed with the minutes of the Group.

ARTICLE IX: Chairperson

    The Chairperson and Vice Chairperson of the Group shall be elected by the Group.

    The Chairperson of the Group may establish or direct Group members to establish subcommittees and appoint chairpersons, thereof. The Chairperson of the Group shall report to the SEMI Executive Staff member or the appointed SEMI Board member on the activities of the Group.

ARTICLE X: Amendments

    Amendments of these by-laws may be made by a two-thirds (2/3) majority vote of the members of the Group with prior approval by SEMI Executive Staff.