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SE&A Charters and By-laws

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CHARTER:

SECONDARY EQUIPMENT, SERVICES AND TECHNOLOGY GROUP

DRAFT – 1.7

February 18, 2009

A. NAME

Secondary Equipment, Services and Technology Group

B. MEMBERS

  • The Secondary Equipment, Services and Technology Group represents SEMI members who design, develop, manufacture, finance, transport, install/decommission, service, refurbish and/or sell equipment, materials, components software and services to semiconductor and related industry Device Manufacturers who require cost effective manufacturing technology and productivity innovations from initial substrate to final packaging.

C. STRUCTURE OF THE GROUP

1. The Group shall be open to all SEMI members with interest in the activities described in Section (B) above.

2. The Secondary Equipment, Services and Technology Group will act as an independent group within the SEMI structure

3. Officers of the Group shall be elected in accordance with the Group’s bylaws.

4. A senior SEMI staff member shall act as the SEMI Leadership Advisor for the Group.

5. The Group reports to the SEMI Board of Directors through the SEMI Leadership Advisor.

6. Meetings of the Group can be scheduled as required and may be attached to SEMICON shows.

D. PURPOSE OF THE GROUP

To facilitate collective efforts on issues related to the segments of the semiconductor and related industries identified in Section (B) that members believe are more effectively undertaken as an industry association than as individual companies, including but not limited to:

1. Standards and Guidelines

2. Ethical Business Practices/Code of Business Conduct

3. Education and Information

4. Intellectual Property Rights

5. Environment, Health and Safety

6. Sustainability

7. Government Relations, Public Policy and Advocacy

8. Data Collection and Market Information

9. Device Manufacturer Engagement

10. Networking and Social Events

E. FUNCTIONAL STRUCTURE

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 those identified in Section (D).

The subcommittee will be chaired by a Secondary Equipment, Services and Technology Group member, appointed by the Executive Committee and staffed by Group member company representatives. A SEMI staff member will be an Ex-officio member of each subcommittee.

BY-LAWS:

SECONDARY EQUIPMENT, SERVICES AND TECHNOLOGY GROUP

DRAFT

ARTICLE 1: 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 Secondary Equipment, Services and Technology 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 related to SEMI member companies involved in the activities as set forth in Section (B) of the Group’s Charter.

ARTICLE III: VOTING MEMBERS

  • Group membership shall be open to all SEMI members with interests as stated in Article II.

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

    SEMI member companies desiring membership in the Group shall indicate this interest in writing to the Group 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 Executive Committee may appoint persons to the Group, who may or may not be members as defined in Article III, who may act as:

    Liaison and Advisory members shall be non-voting members of the Group.

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

      • 1. Liaison members between the Group and SEMI committees.

        2. Advisory members, as required by the Group.

ARTICLE V: EXECUTIVE COMMITTEE

  • The Group membership shall authorize the formation of an Executive Committee, by voting for the following elected officers: Chairperson, Vice-Chairperson and at least one other member of the Group, whose term of office shall be for two years.

    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 Leadership Advisor.

    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 and Advisory members may be re-appointed by the Executive Committee.

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 communicated in writing 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 at least seventy percent (70%) of the Group’s members. Members for this purpose are not individual attendees but member companies as defined in Section (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 submitted by telephone provided said member shall subsequently confirm their vote in writing.

    Any action permitted or required to be taken by the Group may be taken without a meeting. However, said action must be with prior approval by the SEMI Leadership Advisor and only after all members have been duly notified and have had 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 shall be elected by the Group.

    The Chairperson shall report to the SEMI Leadership Advisor member and/or the appointed SEMI Board member on the activities of the Group.

    The Chairperson is responsible for leading all meetings of the Group and insuring that the business of the Group is duly carried out.

    In the event the Chairperson is unable for any reason to attend or otherwise perform the duties of the office, the Vice Chairperson shall assume said duties.

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.