TPIC Organizational
Charter and By-Laws
This re-charter of TPIC was approved and adopted on 28 October
2004.
Download
the TPIC Charter pdf by right-clicking this link and then "Save
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Name
The name of the organization shall be the Technician Performance
Improvement Council, henceforth referred to simply as TPIC
or the Council.
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Background
TPIC originated in the early 1990s as the Technician Training
Council under the auspices and sponsorship of the consortia
SEMATECH and SEMI/SEMATECH that represented U.S.-based-only
member companies. TPIC enjoyed success employing a business
model in which participants bore no financial responsibilities
since their member companies paid front-loaded annual dues
to provide financial support for all consortia activities.
The industry business climate since 2000 has impacted consortia
revenue causing TPIC to be strategically abandoned by its
sponsors in August 2003 due to lack of a revenue-generating
business model for the Council. An informal group of technician
performance improvement stakeholders have been actively meeting
as TPIC since January 2004 and a call has been made to formalize
this effort through the adoption of this Organizational Charter
and By-Laws. No old structures, groups, committees, members
or sponsors not specified in this Organizational Charter and
By-Laws are to be understood as being carried forward implicitly.
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Subject To Articles of Incorporation
Articles of Incorporation pursuant to Article 3.02 Texas Non-Profit
Corporation Act have been initiated in September 2004. This
TPIC Organization Charter and By-Laws will become effective
upon approval of the Initial TPIC Board; Organization Charter
and By-Laws approval must occur within ninety days of the
effective date of the TPIC Articles of Incorporation. This
TPIC Organizational Charter and By-Laws shall be subject to
the purview of the Articles of Incorporation filed in the
State of Texas for the Technician Performance Improvement
Council.
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Principal Contact Information
The principal contact site of the Council shall be located
on the World Wide Web at http://www.tpic.org. The principal
site for postings of TPIC announcements, proceedings and other
information shall be located within the domain of http://www.tpic.org
on the World Wide Web. The principal office of the Council
shall be located at the offices of the TPIC Program Director.
The TPIC Board may change its principal contact site, web
site or office location upon notice to Members.
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Purpose
TPIC is a non-profit institution formed to provide a support
organization and forum for the advancement and adoption of
technician performance improvement technology and best practices
as applied to enterprises and individuals involved with the
semiconductor process, maintenance and engineering workforce.
The Council exists in order to facilitate:
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a)
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Closer alignment for TPIC participants with their customers
and with their suppliers via networking, surveys/benchmarking,
uniform guidelines, testing, assessments, auditing,
certification, and shared content repositories;
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b)
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Ease of doing business in the training, eLearning,
performance support and knowledge management arenas
when approaching potential new customers and suppliers;
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c)
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Development of collaborative projects in the pre-competitive
areas of technician performance improvement and technician
training in order to avoid duplication of labor and
unnecessary costs;
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d)
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Training in various aspects of technician performance
improvement and technician training;
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e)
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Contacts and exchanges with other technician performance
improvement and technician training organizations, networks
and individuals;
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f)
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Improved workplace learning and performance; and
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g)
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Competition in the development of vendor products and
services based on needs of TPIC members, in conformance
with all applicable antitrust laws and regulations.
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Mission
The mission of the Technician Performance Improvement Council
is to be a catalyst for applying strategic performance support
solutions that enhance the development of our semiconductor
process, maintenance and engineering workforce.
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Goals
TPIC has three overarching goals:
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1)
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To enhance communication and networking, both formal
and informal, among industry, government and educational
stakeholders;
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2)
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To build a large, active and contributing community,
and this community must be international and based on
electronic communication / correspondence; and
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3)
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To fund the continuation of TPIC activities, with priority
given to establishing a permanent home for TPIC in the
form of a private non-profit organization with significant
endowment.
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Principles
All TPIC Members, participants and contributors regard the
following principles as non-negotiable:
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1)
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TPIC will not discriminate against anyone based on
race, sex, gender identity, ethnicity, national origin,
sexual orientation, religion, disability or economic
status;
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2)
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All TPIC members assume a responsibility for participating
in and contributing to the Council. This may include
hosting meetings, teleconferences, webinars or training
sessions, contributing expertise, assisting on particular
projects or contributing resources and funds for particular
activities.
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Compliance With Antitrust Laws
Each TPIC Member is committed to fostering competition in
the development of new products, technologies, tools, solutions
and services - and the TPIC tools, specifications, guidelines
and standards proposed to be developed are intended to promote
such competition. Each Member further acknowledges that it
may compete with other Member companies in various lines of
business and that it is therefore imperative that they and
their representatives act in a manner which does not violate
any applicable state, federal or international antitrust laws
or regulations. Accordingly, each Member hereby assumes responsibility
to provide appropriate legal counsel to its representatives
acting under this Organizational Charter and By-Laws regarding
the importance of limiting the scope of their discussions
to the topics that relate to the purposes of the Council,
whether or not such discussions take place during formal meetings,
informal gatherings, or otherwise. Each Member further acknowledges
that it and each other Member is free to develop competing
technologies, standards, guidelines and best practices and
to license its patent rights to third parties, including without
limitation, to enable competing technologies, standards, guidelines
and best practices.
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TPIC Minutes And Records
The Council shall keep with its Program Director:
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a)
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Minutes of all meetings of the TPIC Board, sub-committees
of the TPIC Board, Task Forces and all meetings of Members,
indicating the time and place of such meetings, how
called, the notice given, the names of those present
and the proceedings thereof;
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b)
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Adequate and correct books and records of account,
including accounts of its properties and business transactions
and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
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c)
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A record of its Members, participants and contributors
indicating their names and electronic addresses and,
if applicable, the class of membership held and the
termination date of any membership;
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d)
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A copy of this Organizational Charter and By-Laws,
as amended to date, which shall be open to inspection
by Members at all reasonable times.
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Disbursement of Funds
The funds of TPIC shall be deposited in a bank to be selected
by the Program Director, with the approval of the Board Chair.
All financial transactions shall be discharged by check or
other draft, issued on the order of the Board Chair, and signed
by the Program Director or the Board Chair. Notwithstanding
any other provisions of this Organizational Charter and By-Laws,
TPIC shall not carry on any activities not permitted by a
corporation exempt from federal income tax under Section 501(c)(3)
of the Internal Revenue Code (the "Code"). As such,
no Member of TPIC shall be individually liable for the debts,
liabilities, or obligations of the Council.
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Gifts
The TPIC Board is the only authority that may accept on behalf
and for the benefit of TPIC any contribution, gift, bequest,
or devisee for the purposes of TPIC.
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Scope Of Disclosed Information
Members acknowledge that they will not disclose or exchange
information as part of TPIC activities among themselves unless
such disclosure is necessary in order to achieve the lawful
purposes of TPIC. All information disclosed as a part of TPIC
activities shall be deemed non-confidential except as may
be provided below or as otherwise agreed to in a written agreement
between the affected parties.
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Confidential Information
From time to time a TPIC Member may deem it necessary to disclose
information to other Members that such Member considers confidential
or proprietary ("Confidential Information"). In
such instances the relevant information may be disclosed in
confidence and shall be considered Confidential Information
of the disclosing party if -and only if - the information
is specifically designated as Confidential Information by
the disclosing party at the time of disclosure. Any such designation
shall be effected by:
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a)
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Marking any information disclosed in writing in a manner
which indicates it is the Confidential Information of
the disclosing party; or
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By orally indicating that any information disclosed
orally is the Confidential Information of the disclosing
party.
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By disclosing Confidential Information, a Member agrees that
should any such Confidential Information be disclosed by a
presentation, document or guideline adopted by TPIC, such
Member shall allow publication of such presentation, document
or guideline. After withdrawal, termination or non-renewal
as a TPIC Member - for any reason - a former Member has continuing
obligations, rights and duties under this Section 3.1.0. All
information developed by TPIC shall be deemed as Confidential
Information until made publicly available. All TPIC works
in progress, draft presentations, documents, guidelines, minutes
of meetings, related materials, or work product of the Program
Director shall in all cases be deemed Confidential Information
until made publicly available via the TPIC principal site.
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Copyrights
Members grant to TPIC a worldwide, irrevocable, non-exclusive,
non-transferable copyright license to reproduce, create derivative
works, distribute, display, perform and sublicense the rights
in order to reproduce, distribute, display and perform the
contributions of the participating Member solely for the purposes
of developing, publishing and distributing presentations,
documents, guidelines and related publications as well as
products based on such material.
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Trademarks
In the event that TPIC proposes to adopt any other name or
logo as a trademark or trade name, the TPIC Board shall notify
Members of the proposal via electronic announcement and posting
at the principal site. The TPIC Board shall act as necessary
and proper to protect the Council's rights under trademarks
adopted for use by TPIC. In furtherance thereof, the TPIC
Board shall establish and disseminate reasonable conditions
and procedures for the licensing and use of such Trademarks,
demonstrably free of any unfair discrimination among the Members.
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Membership/Participation Levels
For purposes of this Organizational Charter and By-Laws, a
Participating Member and its affiliates, subsidiaries or subgroups
shall be deemed as one Participating Member. Additionally,
for purposes of this Organizational Charter and By-Laws, each
individual who participates in any TPIC activities, groups,
sub-groups or distributions (whether or not the individual
is an employee of a Participating Member or Vendor Member)
shall be deemed as an individual Base Member and shall be
responsible for fulfilling the requirements of Base Membership.
For purposes of this Organizational Charter and By-Laws, the
Participating Member(s), Vendor Member(s) and Base Member(s)
shall be referred to as Member(s).
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Participating Member (company level)
The role of a Participating Member is to provide significant
support and advice to the TPIC Board, long-term continuity,
industry identification, credibility, resources and sustaining
funds paid on an annual basis. A Participating Member's meaningful
contribution to TPIC includes, but is not limited to, reasonable
marketing promotion of the Council, and implementation of
a TPIC guideline-compliant product. The qualifications for
Participating Membership in TPIC are as follows:
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a)
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Any for-profit corporation, non-profit corporation,
government organization, educational institution, other
enterprise or individual supportive of the TPIC purpose,
mission, goals and principles, and not otherwise prohibited
by treaty, law or regulation from abiding by the terms
of this Organizational Charter and By-Laws, and who
pays the then current annual dues.
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Participating Member companies agree that each of their individual
employees involved with TPIC activities, meetings, teleconferences,
webinars, etc., shall have fulfilled individual requirements
for TPIC Base Membership. Additionally, each Participating
Member hereby agrees to not load the membership of TPIC, any
Task Force, sub-committee or working group for the purpose
of obstructing or monopolizing the purpose, mission, principles
and goals of this Council. The TPIC Board will consider Participating
Membership applications for approval or rejection. Approval
of Participating Members will be by a majority vote of the
TPIC Board. Participating Members will be notified by the
TPIC Program Director at least one year prior to any effective
changes in the annual dues amount. Applicants shall be considered
by the TPIC Board upon completion of a Participating Membership
Application that shall be available at the TPIC principal
site, and payment of the applicable annual dues fee as specified
by the TPIC Board. There is no limit on the number of Participating
Members the Council may admit. Costs and expenses of participation
in TPIC shall be borne by the Members participating, unless
otherwise determined by a unanimous vote of all disinterested
TPIC Board members.
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TPIC Board
The TPIC Board will consist of no more than 20 representatives
of Participating Members, and the Program Director. It shall
be the duty of the TPIC Board to:
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Perform any and all duties imposed on them collectively
or individually by this Organizational Charter and By-Laws;
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b)
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Perform any and all duties necessary to promote and
affect the purpose, mission, goals and principles of
this Organizational Charter and By-Laws;
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c)
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Recruit suitable organizations, institutions, other
enterprises and individuals for TPIC membership, participation
and contribution to TPIC;
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d)
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Consider for approval or rejection any public statement,
press release or similar public materials concerning
TPIC presentations, documents, guidelines or related
materials prior to making such materials public;
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e)
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Establish, review and revise, as needed, all membership
classes and the rights, obligations and privileges of
all classes of TPIC Members and participants not otherwise
stated in this Organizational Charter and By-Laws;
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f)
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Establish, review and revise, as needed, dues amounts
and payable increments for all classes of TPIC Members
and participants;
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g)
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As needed, establish and propose modifications to this
Organizational Charter and By-Laws;
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h)
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Establish, review and revise, as needed, the contractual
agreement with the TPIC Program Director;
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Keep TPIC Members informed of pertinent matters and
events;
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j)
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Convene an annual meeting of the TPIC general membership.
The TPIC Board will set the agenda to include items
which will advance projects of the Council, provide
training, highlight new or existing organizations, provide
an update of Council libraries and repositories, and
promote networking among Members, participants and contributors;
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k)
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Convene as a Board at least quarterly, to include a
TPIC Board meeting held at the conclusion of the TPIC
Annual Meeting of the general membership;
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l)
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Consider for approval or rejection the Council's annual
budget. If the annual budget is not approved by the
start of each calendar year, the Council shall operate
based on the prior yearly budget, to the extent practical,
until an annual budget is approved; and
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Make a yearly evaluation of the Council's fulfillment
of its purpose, mission, goals and principles as set
forth in this Organizational Charter and By-Laws, and
the need to continue the existence of this entity going
forward.
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The TPIC Board may delegate any of its functions to appointed
Task Forces, Special Interest Groups, sub-committees or the
Program Director, at its discretion. Costs and expenses of
participation in the TPIC Board shall be borne by the Members
participating, unless otherwise determined by a unanimous
vote of all disinterested TPIC Board members.
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Initial TPIC Board
The initial TPIC Board shall be selected by representatives
of Participating Members as identified in Section 4.1.0 -
such Participating Members shall, upon approval of this Organizational
Charter and By-Laws, submit their executed Membership Agreements
and dues as agreed upon by the participants of the TPIC activities
held July 28 & 29, 2004, in Santa Clara, California. Members
of the initial TPIC Board shall serve until their term expires
or terminates or until successors are appointed.
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TPIC Board Membership Qualification, Alternate, Election
and Removal
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a)
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Qualification - TPIC Board members must be employees
of a Participating Member. TPIC Board members must have
already fulfilled requirements for Base Membership.
No Participating Member may have more than two representatives
serving on the TPIC Board. A represented Participating
Member, by providing written notice to the TPIC Board,
may replace an individual appointed by that Participating
Member to the TPIC Board at any time either with its
designated alternate representative or another designated
representative.
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b)
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Alternate Representative - Each Participating
Member company represented on the TPIC Board may also
appoint an alternate representative to serve on the
TPIC Board on a temporary basis should its designated
representative become unavailable. Even if a designated
representative to the TPIC Board is present, that TPIC
Board Member's alternate representative may also attend
meetings of the TPIC Board, but in a non-voting capacity.
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c)
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Term, Renewal, Vote of No-Confidence - Each
member of the TPIC Board shall be entitled to representation
on the TPIC Board for a term of two years. Such term
shall be renewed for additional two-year terms subject
to the vote of no-confidence procedures as set forth
in the following two statements. 1) At the conclusion
of each two-year term of representation on the TPIC
Board, if more than fifty percent of all then-current
TPIC Board members (interested as well as disinterested)
cast votes of no confidence regarding a TPIC Board member,
the Participating Member of that TPIC Board member shall
immediately withdraw its representative from the TPIC
Board. For purposes of any vote of no-confidence procedure,
an abstention from vote or failure to vote shall count
as a vote of confidence. 2) Additionally, in the event
that more than fifty percent of the TPIC Board or more
than fifty percent of the Participating Members request
a vote of no confidence concerning any member of the
TPIC Board who has not shown any meaningful contribution
to TPIC, including, but not limited to, reasonable marketing
promotion of the Council, or implementation of a TPIC
guideline-compliant product, then a special vote of
no confidence shall be held. Such a special vote of
no confidence shall be taken as soon as possible after
the request, and the outcome of the vote shall be determined
as per the process set forth in the preceding statement
for a regularly scheduled biannual vote of no confidence.
This special on-demand vote of no confidence provision
shall not become effective and applicable until one
year after the 2004 establishment of the initial TPIC
Board. Open seats on the TPIC Board, if any (up to the
maximum permitted under Section 4.2.0), shall be filled
from among the Participating Members for a limited term
via election as set forth in the following paragraph.
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Nomination and Election - Any open positions
on the TPIC Board shall be filled via election by majority
vote of the TPIC Board. Participating Members wishing
to have a representative nominated for the TPIC Board
must provide written notice of the same to the Program
Director not later than thirty days prior to the quarterly
meeting of the TPIC Board immediately preceding the
next TPIC Annual Meeting of the general membership.
At such time as all nominees for the TPIC Board are
known, but in no event later than the date specified
for notice of the TPIC Board meeting at which an election
of TPIC Board members shall take place, the Program
Director shall provide each TPIC Board member with a
written slate containing the names of all nominees.
Voting for the election of TPIC Board members shall
be exclusively by written ballot deposited or received
at the time of the TPIC Board meeting. Each TPIC Board
member may cast one vote per open TPIC Board member's
seat, and may vote for as many candidates as the number
of candidates to be elected to the new TPIC Board. The
candidates receiving the highest number of votes shall
be elected, up to the number of TPIC Board members to
be elected. In the event of a tie between two or more
individuals seeking election to the TPIC Board, then
prior to seating the new members of the TPIC Board,
the current members of the TPIC Board shall determine
the winner via lottery draw from among the tied candidates.
Newly elected TPIC Board members will assume his/her
duties at the TPIC Board meeting immediately following
the meeting during which he or she was elected.
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e)
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Termination or Resignation - A TPIC Board member
shall automatically be removed if his or her employer
terminates its membership in the Council. Additionally,
a TPIC Board member shall automatically be removed if
his or her Participating Member company (employer) is
delinquent in the payment of dues. Any TPIC Board member
may resign at any time by giving written notice to the
TPIC Board or to the Program Director. Any such resignation
shall take effect at the date of receipt of such notice
or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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f)
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Corrective Action - When a TPIC Board member
does not fulfill his or her responsibilities, the TPIC
Board may take corrective action in the following manner:
1) Informal Intervention - Any TPIC Board member may
request the Chair or Vice-Chair to informally meet with
another TPIC Board member to attempt to resolve misunderstandings,
clarify role expectations, inherent responsibilities
and obligations; and 2) Removal from the TPIC Board
- If informal intervention does not resolve the problem,
a TPIC Board member may request that a motion to dismiss
this member be placed on the agenda for a TPIC Board
meeting. A TPIC Board member shall be removed if a simple
majority (one vote more than 50 percent of the TPIC
Board members in attendance of a quorum) of TPIC Board
members vote in favor of this action. The Participating
Member company of that TPIC Board member shall immediately
withdraw its representative from the TPIC Board and
replace that individual either with the designated alternate
representative or another designated representative.
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TPIC Board Vacancies
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any TPIC Board member shall be filled by
the TPIC Board. In the event of a vacancy in any office other
than that of Chair, such vacancy may be filled temporarily
by appointment by the Chair until such time as the TPIC Board
shall fill the vacancy.
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TPIC Board Chair
The Chair shall be the chief executive officer of TPIC and
shall, subject to the control of the TPIC Board, supervise
and control the affairs of TPIC and the activities of the
Task Forces. He or she shall perform all duties incident to
his/her office and such other duties as may be required by
this Organizational Charter and By-Laws, or which may be prescribed
from time to time by the TPIC Board, including presiding as
Chair at all meetings of the TPIC Board and at all meetings
of the Members. Except as otherwise expressly provided by
this Organizational Charter and By-Laws, the Chair shall in
the name of the Council execute such contracts, checks, or
other instruments that may be authorized by the TPIC Board.
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TPIC Board Chair Appointment And Term
The initial TPIC Board Chair shall be elected by a majority
vote of the Initial TPIC Board. The TPIC Board Chair shall
be replaced by the Vice-Chair per majority vote of the TPIC
Board at the conclusion of each even-numbered year TPIC Annual
Meeting. The Chair shall hold office until he or she dies,
resigns, is removed, is otherwise disqualified to serve, or
until his/her successor shall be approved, elected or appointed,
whichever occurs first.
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TPIC Board Vice-Chair
In the absence of the Chair, or in the event of his or her
inability or refusal to act, the Vice-Chair shall perform
all the duties of the Chair, and when so acting shall have
all the powers of and be subject to all the restrictions on
the Chair. The Vice-Chair shall have other powers and perform
such other duties as may be prescribed by this Organizational
Charter and By-Laws, or as may be prescribed by the TPIC Board.
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TPIC Board Vice-Chair Election And Term
The TPIC Board Vice-Chair shall be elected by a majority vote
of the TPIC Board at the conclusion of each odd-numbered year
TPIC Annual Meeting. The Vice-Chair shall hold office until
he or she dies, resigns, is removed, is otherwise disqualified
to serve, or until his/her successor shall be elected or appointed,
whichever occurs first. TPIC Board members wishing to nominate
themselves or others for the TPIC Board must provide written
notice of the same to the Program Director not later than
thirty days prior to the TPIC Board meeting to be held at
the conclusion of the next odd-numbered year TPIC Annual Meeting.
Candidates for Vice-Chair election shall be current TPIC Board
members. If the office of the Vice-Chair is vacant, the Chair
shall nominate a candidate for that office. The nomination
shall be confirmed by a majority vote of the TPIC Board. If
the offices of the Chair and Vice-Chair are vacant simultaneously,
the Program Director shall assume the chair and nominate a
new Chair.
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TPIC Board Action Without A Meeting
Any action that the TPIC Board is required or permitted to
take may be taken without a meeting if all members of the
TPIC Board consent in writing or electronic transmission to
that action. Such action by written or electronic consent
shall have the same force and effect as any other validly
approved action of the TPIC Board. All such consents shall
be filed in a posting, approved by all TPIC Board members,
with the minutes of the proceedings of the TPIC Board maintained
in the Council minutes posted at its principal site.
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TPIC Board Decision Making
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a)
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Quorum - TPIC Board meetings require in attendance
at least fifty percent of the Board plus one Board member
to achieve quorum.
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b)
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Consensus Versus Voting - Every effort will
be made to arrive at TPIC Board decisions through Board
member consensus. However where consensus cannot be
achieved the Chair will achieve decision making through
call of vote.
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c)
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One Vote - When the TPIC Board Chair calls for
a vote, each Board Member will receive one vote.
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d)
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Transparency of Decisions - The rationale of
TPIC Board decisions will be captured in meeting minutes
whenever critical decisions that could impact the Council
are made.
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e)
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Bona Fide Membership - No TPIC Board Member
may vote whose organization is delinquent in the payment
of dues.
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TPIC Board Indemnification
The TPIC Board shall be indemnified by the Council to the
fullest extent permissible under the laws of the each Member's
state or country, provided however that such indemnification
shall not eliminate or limit the personal liability of a TPIC
Board member for:
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a)
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Any breach of a TPIC Board's duty of loyalty to the
Council;
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b)
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Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
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c)
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Any transaction from which a TPIC Board member derived
an improper personal benefit; or
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d)
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Any act or omission involving conflict of interest
transactions or unlawful distributions.
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TPIC Base Membership (individual level)
The qualifications for Base Membership in TPIC include the
following:
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a)
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Any individual with an involvement in technician performance
improvement or technician training;
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b)
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Any individual supportive of the TPIC mission, purpose,
principles and goals;
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c)
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Any individual who provides services, tools, equipment,
etc., to TPIC Participating Members, or who is an employee
of a for-profit corporation, non-profit corporation,
government organization, educational institution, other
enterprise or individual that provides services, tools,
equipment, etc., to TPIC Participating Members.
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Individuals fulfill TPIC Base Membership requirements by
joining the American Society for Training & Development
(ASTD) at the TPIC Enterprise Level (code TPIC) and maintaining
that ASTD membership.
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TPIC Vendor Members (company level)
The qualifications for Vendor Membership in TPIC are as follows:
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a)
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Any for-profit corporation, non-profit corporation,
government organization, educational institution, other
enterprise or individual that provides services, tools,
equipment, etc., to TPIC Participating Members
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Vendor Member companies agree that each of their individual
employees involved with TPIC activities, meetings, teleconferences,
webinars, etc., shall have fulfilled individual requirements
for TPIC Base Membership. Additionally, each Vendor Member
hereby agrees to not load the membership of TPIC, any Task
Force, sub-committee or working group for the purpose of obstructing
or monopolizing the purpose, mission, principles and goals
of this Council. The TPIC Board will consider Vendor Membership
applications for approval or rejection. Approval of Vendor
Members will be by a majority vote of the TPIC Board. Vendor
Members will be notified by the TPIC Program Director at least
three months prior to any effective changes in Vendor Member
requirements. Applicants shall be considered by the TPIC Board
upon completion of a Vendor Membership Application that shall
be available at the TPIC principal site. There is no limit
on the number of Vendor Members the Council may admit. Costs
and expenses of participation in TPIC shall be borne by the
Members participating, unless otherwise determined by a unanimous
vote of all disinterested TPIC Board members.
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Determination And Rights of Members
TPIC shall have types of membership as defined by the TPIC
Board, including the initial classifications set forth in
this Organizational Charter and By-Laws. Except as expressly
provided in or authorized by the applicable Membership Agreements
based on this Organizational Charter and By-Laws, all Members
shall have the rights, privileges, restrictions and conditions
established by resolution of the TPIC Board. Among the benefits
generally to be afforded to Members are: the right to attend
meetings of the general membership; access to presentations,
documents, and related materials as may be approved by the
TPIC Board; and access to the public portions of the TPIC
web site.
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Membership Requirements, Fees And Dues
The annual requirements, fees and dues payable to the Council
by each class of Members shall be established and may be changed
from time to time by resolution of the TPIC Board. Initial
dues shall be due and payable upon written application to
join the Council. Thereafter, yearly dues shall be due and
payable as specified on the Membership Agreement. If any Member
is delinquent in the payment of dues, such Member's rights
shall be deemed suspended upon written notice from the Council
Program Director until all delinquent dues are paid.
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Membership Roll
The Council shall keep a membership roll containing the name
and contact information of each Member in addition to the
date upon which the applicant became a Member. The Council
will have the name of one individual from each Participating
Member organization who shall 1) serve as a primary contact
for TPIC; 2) receive all correspondence and information; 3)
distribute this information within his or her organization;
3) and vote on all issues submitted to a vote of the Participating
Members - if such a vote is called for by the TPIC Board.
Termination of the membership of any Member shall be recorded
in the roll, together with the date of termination. Such roll
shall be kept with the TPIC Program Director. Membership in
the Council is a matter of Council record. The TPIC Board
reserves the right to allow membership lists to be sold or
otherwise made available to third parties.
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Non-Transferability Of Memberships
All rights of membership cease upon the Member's dissolution.
No membership may be assigned without the prior written consent
of the TPIC Board, and any purported assignment without such
written approval shall be null and void.
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Termination Of Membership
The membership of a Member shall terminate upon the occurrence
of any of the following events:
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a)
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Upon a failure to initiate or renew membership by paying
dues on or before their due date, such termination to
be effective thirty days after a notification of delinquency
is given to such Member by the Program Director. A Member
may avoid such termination by paying the amount of delinquent
dues within a thirty-day period following the Member's
receipt of the notification of delinquency.
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b)
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Upon fifteen days' written notice from the Member.
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c)
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Upon unanimous vote of all disinterested TPIC Board
members when such TPIC Board members determine, after
affording the Member in question the right to be heard
on the issue, that the Member has violated the policies,
procedures and duties of Membership herein, including
the requirements for Membership as stated in Sections
4.1.0, 4.3.0, and 4.4.0. (For purposes of this Charter,
"disinterested" shall mean "without a
conflict of interest" as perceived by the majority
of TPIC Board members.)
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d)
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Upon a Member's dissolution. In the event that two
or more Member organizations are merged or a Member
organization is acquired by another Member organization,
the resulting entity shall have only one membership
thereafter.
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All rights of a TPIC Member shall cease on termination of
membership as herein provided. A Member terminated from the
Council for any reason shall not receive any refund of dues
already paid for the current dues period.
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4.5.5
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Public Statements By Members
The statements, releases, publications and reports including
but not limited to the output of any Member that purports
to be or may be construed as a position of TPIC shall be approved
by the TPIC Board prior to issuance oral or written by any
Member. The TPIC Board may adopt written guidelines binding
on Members in furtherance of this policy.
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4.6.0
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Task Forces and Special Interest Groups (SIGs)
The TPIC Board may establish Task Forces or Special Interest
Groups (SIGs) to carry out the collaboration work of the Council.
Such Task Forces or SIGs shall each have at least one chair.
Task Force or SIGs Chairs shall act only in an advisory capacity
to the TPIC Board, and without authority to take action on
any matter requiring action of the TPIC Board. The Task Force
or SIGs Chairs shall be an employee or duly appointed representative
of a TPIC Participating Member. The TPIC Board shall 1) approve
the formation of each Task Force or SIG, 2) approve the Chair(s)
and members of such Task Forces or SIGs, 3) approve the scope
of work and desired output from each Task Force or SIG, and
4) review and consider Task Forces or SIGs output for adoption,
as appropriate, as official TPIC documentation. Copyright
on all Task Forces or SIGs output and official documentation
shall be held in the name of and by TPIC. The TPIC Board shall
have the authority to dissolve or reorganize a Task Force
or SIG. The TPIC Board may adopt rules and regulations pertaining
to the conduct of meetings of Task Forces or SIGs to the extent
that such rules and regulations are not inconsistent with
the provisions of this Organizational Charter and By-Laws.
At the first meeting of a Task Force or SIG, a schedule for
meeting and activity milestone dates will be proposed and
presented for approval by the TPIC Board. Costs and expenses
of participation in a Task Force or SIG shall be borne by
the Members participating, unless otherwise determined by
a unanimous vote of all disinterested TPIC Board members.
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4.6.1
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Public Statements By Task Forces or Special Interest
Groups (SIGs)
The statements, releases, publications and reports including
but not limited to the output of any Task Force or SIG that
purports to be or may be construed as a position of TPIC shall
be approved by the TPIC Board prior to issuance oral or written
by any Task Force or SIG participant. The TPIC Board may adopt
written guidelines binding on Task Forces or SIGs in furtherance
of this policy.
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4.7.0
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Program Director
The TPIC Program Director shall perform any and all duties
imposed by this Organizational Charter and By-Laws. Except
as otherwise expressly provided by this Organizational Charter
and By-Laws, the Program Director shall in the name of the
Council execute such contracts, checks, or other instruments
that may be authorized by the Chair or the TPIC Board. The
Program Director shall perform such undertakings as are necessary
to manage the day-to-day needs of the Council, including:
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Scheduling and setting up meetings;
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Facilitating communication between Members, including
providing timely notices of meetings (timely notice
to be per direction of the TPIC Board);
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Acting as the liaison to other consortia or associations
with which the Council may choose to associate;
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Providing Members with timely minutes, summaries and
other reports with respect to the activities of the
Council as may be prepared by the Chair, Program Director,
Task Forces, Special Interest Groups or any designated
working groups;
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Receiving and processing membership agreements, and
executing them on behalf of the Council;
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Establishing the annual TPIC budget and presenting
it to the TPIC Board for consideration and approval
or rejection at the TPIC Board meeting held at the TPIC
Annual Meeting in the year prior to the effective start
of the proposed annual budget; and
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| g) |
Establishing, maintaining, updating, reviewing and
revising, on a regular basis, the TPIC web site, membership
roll, contact database, library, repositories and calendar.
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The Program Director may engage third parties to undertake
such activities, provided that the Program Director enters
into appropriate contracts protective of the Council, and
ensures compliance with terms and conditions of this Organizational
Charter and By-Laws including confidentiality obligations.
The Program Director shall render to the Chair or any TPIC
Board member, whenever reasonably requested, an account of
the financial condition of the Council.
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5.0.0
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Compensation
With the exception of the Program Director, whose services
shall be provided pursuant to a consulting and services agreement
between the Council and an outside contractor, the TPIC Board,
Task Forces, Special Interest Groups and Members shall serve
without compensation by the Council. Nothing herein contained
shall be construed to preclude any member from serving the
Council in any other capacity as an agent, employee or otherwise,
and receiving compensation as long as such compensation is
approved by a majority of disinterested TPIC Board members.
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5.1.0
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Prohibition Against Private Benefit
No part of the net earnings of the Council shall inure to
the benefit of, or be distributable to, its Members, TPIC
Board or other private persons, except that the Council shall
be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions
in furtherance of the purposes of the Council.
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6.0.0
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Dissolution
The voluntary dissolution of TPIC shall require the approval
of two-thirds of the TPIC Board and the subsequent affirmative
vote of two-thirds of the Members acting at the TPIC Annual
Meeting. Should such a vote fail to approve continuation of
the Council, such vote shall initiate the dissolution of the
Council. The TPIC Board shall then suspend all TPIC activities
within ninety days of such Annual Meeting, or at the end of
the then current year, whichever first occurs. The TPIC Board
may appoint one or more qualified persons to oversee such
dissolution.
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6.1.0
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Distribution Of Assets
In the event of the dissolution of TPIC (whether voluntary,
involuntary or by operation of law), the TPIC Board shall,
after paying or making provisions for the payment of all of
the liabilities of TPIC, transfer all of the TPIC property
and assets to one or more "Qualified Organizations"
as the TPIC Board shall determine. "Qualified Organization"
shall mean a corporation or other organization operated exclusively
for educational purposes meeting the requirements for exemption
as shall at the time qualify either 1) as exempt from federal
income tax under Section 501(a) of the Code by reason of being
an organization described in Section 501(c)(3) of the Code,
or 2) as a corporation or other organization to which contributions
are deductible under Section 170(c)(1) of the Code.
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7.0.0
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Amendments To This Organizational Charter and By-Laws
The TPIC Organizational Charter and By-Laws can be amended
by a unanimous vote of all TPIC Board members. If a unanimous
vote is not achieved by the TPIC Board, then amendment shall
require the approval of two thirds of the TPIC Board and the
subsequent affirmative vote of two thirds of the Members acting
at the TPIC Annual Meeting. Amendments to the Organizational
Charter and By-Laws shall become effective immediately upon
approval. The electronic announcement and complete text of
the amendment(s) will be sent to all Members and posted at
the TPIC principal site within 15 days of such amendment(s).
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8.0.0
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Parliamentary Authority
The rules contained in the current edition of Robert's Rule
of Order (Newly Revised) shall govern the Council in all cases
to which they are applicable and in which they are not inconsistent
with this Organizational Charter and By-Laws or any special
rules of order that TPIC may adopt.
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End of TPIC Organizational Charter and By-Laws
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