BYLAWS OF THE 1394 TRADE ASSOCIATION
Posted February 19, 1998; Revised 14 January 2005
- Name: The name of this corporation shall be the 1394 High Performance Serial Bus Trade Association (the "1394 TA"). This corporation shall not be structured to provide financial profit for its members, but shall be conducted to promote the common business interests of its members as set forth in its Articles of Incorporation and these Bylaws.
- Mission: The mission of the 1394 TA will be to actively promote the proliferation of the IEEE 1394 Serial Bus standard technology into the computer, consumer, peripheral, and industrial markets so that a truly interoperable, standardized, universal I/O and backplane interconnect can be enabled.
- Goals: Major goals shall be to: (1) promote industry awareness, acceptance, and advancement of the IEEE 1394 High Performance Serial Bus (1394), (2) accelerate the adoption and usage of 1394 products and services, and (3) encourage the bridging of the consumer electronics and computer markets.
- Activities: The activities of the 1394 TA will include, but not be limited to: the active promotion of 1394 in the marketplace; providing educational services and programs regarding 1394; submitting, as appropriate, proposals to national and international standards bodies; and performing other activities permitted under its Articles of Incorporation and these Bylaws in furtherance of the goals of the 1394 TA. The 1394 TA shall make any and all results of its activities available to all interested parties on reasonable terms applied uniformly and openly. All business of the 1394 TA, including meetings of the Membership, the Board of Directors, and working groups, shall be conducted in accordance with fair and democratic parliamentary procedure.
- Statement of Openness: The members of the 1394 TA ("Members") are individually and collectively committed to open competition in the development of products, technology, and services, and the Members are not restricted in any way from designing, developing, marketing, and/or procuring hardware, software, systems, technology, or services. Implementation or use of anything proposed by the 1394 Trade Association will be voluntary, and no Member shall agree or be obliged to implement them by virtue of participation in the 1394 TA. All meetings of the 1394 TA, including meetings of the Membership, the Board of Directors, and working groups, will be open to all Members, and any records thereof shall be non-confidential and available for inspection by any Member. The 1394 TA officers and Members acknowledge that discussing costs, volumes, inventories, sales level methods, channels of distribution, markets, current prices, profitability or any other topic in a manner which would tend to stabilize prices, dictate or tend to dictate the use of 1394 or any other hardware, software, technology, or service in an illegal manner or which would restrict or tend to restrict trade or create an unlawful monopoly is prohibited. The Members and participants of the 1394 TA shall strictly comply with state, federal and foreign antitrust laws.
- Membership Qualifications: Any individual or legal entity, private or governmental, interested in promoting the purpose of the 1394 TA may become a member of the 1394 TA by agreeing in writing to be bound by these Bylaws and by remitting payment of dues in accordance with Section 11. Subject to trade or commerce restrictions imposed under U.S. or other applicable law, the 1394 TA does not restrict membership on the basis of race, color, disability, sex, religion, or national origin.
- Board of Directors:
- The members of the Board of Directors (the "Board") will be elected by the Membership at a general meeting on a yearly basis as set forth herein. Annual elections will be held at the first general meeting of the calendar year, on a date and at a place to be determined by the Board. Written notice of the election shall be provided to all Members not less than ten (10) nor more than sixty (60) days prior to the date of such meeting. Any Member in good standing (or the representative of such a Member that is not an individual) may run for election pursuant to rules adopted by resolution of the Membership and communicated by written notice to all Members. Persons serving on the Board may run for reelection. No Member may have more than one representative on the Board. Members with a representative on the Board may fill a vacancy caused by such representative with another representative by giving written notice of replacement of the absent representative to the Secretary within ninety (90) days of the vacancy.
- The Board is charged with overseeing the operation of the 1394 TA consistent with these Bylaws to ensure that the goals of the 1394 TA are being met and with calling regularly scheduled general meetings of the Membership not less than once each three (3) calendar months after adoption of these Bylaws. The Board is responsible for overseeing all working groups, committees and staff activities of the 1394 TA. Prior Board approval shall be required for any and all undertakings and obligations assumed by the 1394 TA.
- The Board members will have all of the rights and privileges of general Members. Additionally, the Board members will have full voting privileges and will be eligible to become an officer in the 1394 TA. Each member of the Board is expected to accept a significant contributing role within the Trade Association, such as that of an Officer, Working Group chair, or organizer of a major event.
- The total membership of the Board will be limited to 9 persons.
- Members in good standing of the 1394 TA will be able to attend and participate in all Membership meetings, will be able to attend and participate in any working groups that might be formed, will be able to participate in any Membership activities, seminars, conferences, etc., and will be entitled to receive all documentation and materials generated by the 1394 TA. Business of the 1394 TA, including meetings of the Membership and working groups, shall be conducted in accordance with fair and democratic parliamentary procedure.
- Members agree to be bound by the Bylaws and the Policies and Procedures of the 1394 TA to be adopted by the Membership and further agree to pay all dues and assessments owing from their membership. Fees for membership in the 1394 TA shall be as determined by the Board and shall be set on an annual calendar year basis. Each Member shall be entitled to have an unlimited number of representatives in the Membership, provided that the representatives identify themselves in all Membership business as representatives of such Member, and make active contributions to the Membership. If separate divisions from the same company desire to participate as separate Members in the 1394 TA, each division may become a Member as described herein.
- Representatives of Members, including a member of the Board or any officer, may continue their membership and the balance of their term of office in the event that they change affiliation from one Member to affiliation with a new or existing Member, provided that they make the change of affiliation known to the 1394 TA by notice to the Secretary, and if an officer or member of the Board, that they obtain consent by way of a resolution of the Board to continuation of their office and/or Board membership notwithstanding their change in affiliation.
- Officers and Working Groups:
- As stated in Section 7, the Board will be comprised of up to 9 Members (or representatives of Members that are not individuals) who will be nominated and elected at a general meeting of the Membership. Within this Board, officers will be elected to help organize and operate both the activities of the Board as well as of the 1394 TA in general. The 1394 TA shall have the following officers: a chair, a vice-chair, a secretary, an editor, and a financial officer. These officers shall be nominated and elected from among Board members by a majority vote of the Board members. Chair - will be responsible for presiding over meetings of the Board and the Membership, achieving closure on outstanding issues, and ensuring progress at meetings. Vice chair - will be responsible for arranging meetings of the Board and the Membership, substituting for the chair when he/she is unavailable, and assisting the other officers in performing their duties. Secretary - will be responsible for maintaining attendance lists, drafting minutes of meetings, providing timely notice of meetings, establishing electronic mail communication with Members, publication of minutes, agendas, proposals, reports and other documents of the 1394 TA to Members and listing the action items generated at meetings. Editor - will be responsible for maintaining and updating any documents generated by the 1394 TA. Financial Officer - will be responsible for maintaining the 1394 TA accounts, handling contracts, and reporting to all Members no less frequently than every one hundred twenty (120) days on the financial condition, expenses, liabilities and assets of the 1394 TA. Except for the specific powers and responsibilities described above, the officers shall have the same powers and responsibilities as other members of the Board.
- The Board may create working groups to address specific issues or topics. These working groups will be headed by one Board member, or any person approved by the Board, and will be comprised of all interested Members as well as any other individuals or groups the working group deems necessary to invite to participate. Members may be requested by the Board to provide qualified representatives to further the work of various working groups. The working groups may organize themselves in any way they deem necessary in order to complete a given assignment, but in all cases subject to these Bylaws, the Policies and Procedures of the 1394 TA and the direction of the Board. The working groups may meet as often as they determine necessary and will be responsible for reporting their progress to the Board, maintaining current and historical records of their meetings, proposals and votes and promptly communicating these records to the Secretary of the 1394 TA for publication to interested Members. The working groups shall also be responsible for the generation of documentation related to their activity. Upon completion of a working group activity, a proposal will be forwarded to the Board for final approval, and the Board will vote on whether to accept the proposal made by the working group.
- In addition to participating in working groups, the Membership shall organize activities, seminars, conferences, etc., on a periodic basis to help further the goals of the 1394 TA. These activities may be carried out by any Member as long as the Board gives its prior approval to the form and content of the activity.
- Voting Procedures: In all meetings of the 1394 TA, including but not limited to meetings of the Membership, the Board and any working group, business shall be conducted as follows:
- No matter may be voted upon at any meeting which has not been clearly identified in an agenda published and distributed prior to such meeting to those eligible to vote at the meeting.
- Only Members in good standing will be eligible to vote at meetings of the Membership, and each Member will have only one vote, irrespective of it having multiple representatives in the 1394 TA. Members will identify and register their voting representative with the Board. If for some reason the voting representative of a Member cannot be present at the meeting of the Membership where the voting will occur, then an alternate voting representative designated by the Member may vote for the Member at such meeting.
- A quorum shall be present at the meeting in order to pass any motion. A quorum for meetings of the Membership, the Board, and any working group shall consist of at least thirty-three percent (33%) of the voters eligible to vote at the meeting. Upon a seconded request of any Member for a written vote on any matter, voting for such matter shall be in writing. In order to pass any motion, a majority of non-abstaining eligible voters at the meeting must vote for the proposal.
- Detailed minutes shall be prepared of all meetings and promptly made available to all Members. Minutes of each meeting shall show who attended, the matters discussed, including any proposals, reports and recommendations, and shall record all motions, objections, abstentions, ayes and nays.
- Dues: Each Member shall pay such annual dues to the 1394 TA as are established from time to time by resolution of the Board. In establishing the schedule of annual dues, the Board may set different amounts for a given year based on various criteria, including (but not limited to) the amount of the Member's gross annual revenues and whether the Member is a for-profit legal entity (incorporated or unincorporated), a not-for-profit legal entity (incorporated or unincorporated) or an individual. Membership shall be held on an annual basis, expiring annually on the anniversary of the last day of the month in which the Member originally joined. Charter members of the Board will also be required to pay annual dues or provide alternative consideration acceptable to the Board by resolution in lieu thereof. If any payment of dues or special assessments is not made as and when required, a notice will be sent to the Member whose payment is delinquent. If payment of dues or special assessments is not made within ninety (90) days after such notice, the Board may revoke the Member's membership or suspend the Member's membership until the default is cured, in accordance with Section 17 of these Bylaws.
- Special Assessments: The 1394 TA shall raise no revenue other than that required to pay all its expenses, including adequate reserves and such unusual or extraordinary expenses as may be authorized and incurred from time to time at properly noticed regular or special meetings of the Membership or the Board in furtherance of the goals of the 1394 TA. The monies so required may be raised by special assessments which shall be levied from time to time against all Members by the Board. The Board shall not levy special assessments on any Member which, in any calendar year, cumulatively exceeds an amount equal to the annual dues of such Member. Within forty-five (45) days after any assessment has been levied, notice thereof shall be given to each and every Member of the 1394 TA stating the amount of such assessment and the date or dates which the same was ordered to be paid. No new Member shall be required to pay any special assessment or portion thereof levied prior to the date such Member was admitted to membership in the 1394 TA.
- Subscription to Bylaws: Each Member shall subscribe to and agree to be bound by these Bylaws and all amendments thereto before being entitled to the rights of membership in the Association. Those Members who have paid the required dues and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.
- Transferal of Membership: In the event that through merger or acquisition or other similar event, a Member's assets are totally or substantially transferred to another entity, that Member's membership may be transferred to the new entity, provided that subscription to the Bylaws and the membership application are properly executed in the name of the new entity. Any such transfer of membership shall be subject to approval by the Board. Notwithstanding the foregoing, a Member may transfer its membership to a wholly-owned subsidiary of that Member.
- Resignation: Any Member of the 1394 TA may withdraw from membership by tendering a written resignation to the Board and a sum of money equal to any and all dues and special assessments, and each and every installment thereof, remaining unpaid on the date of tender of resignation.
- Withdrawal from Business: Membership in the 1394 TA shall automatically terminate upon bankruptcy or withdrawal from or cessation of business by any Member which is a legal entity (incorporated or unincorporated).
- Suspension and Revocation: Any Member who violates any of the Bylaws, documented procedures, or duly adopted resolutions, or fails to pay dues or special assessments, shall by a two-thirds (2/3) vote of the Board present at any meeting at which a quorum exists, be subject to suspension or membership revocation as authorized in the Policies and Procedures of the 1394 TA. Membership revocation or suspension for any reason other than nonpayment of dues or special assessments shall occur only after the affected member has been advised, in advance, in writing of the proposed revocation or suspension and the reasons therefor, and has been given an opportunity to submit to the Board reasons in support of its continued membership in the 1394 TA. The notice to the affected Member shall include the name and address of the individual or legal entity making the charge and a concise statement of the material facts constituting the charge. If the Board determines in good faith that the allegations are substantiated, the Board shall vote on whether to revoke or suspend the Member's membership. The decision of the Board concerning membership revocation or suspension shall be final and binding. Any Member whose membership in the 1394 TA shall have been suspended by the Board shall not be considered a Member in good standing during the period of suspension and shall take no part in any of the activities, funds, property, rights, and interests belonging to the 1394 TA until such time as such Member complies with the requirements of the Board for the removal of the suspension and the return to good standing. A Member whose membership is revoked for any reason shall forfeit any dues or special assessments paid during membership. No Member whose membership has been revoked shall be eligible to rejoin the 1394 TA for a period of one (1) year from the date of revocation, and such former Members shall not be considered for readmission until all arrears in dues and/or other monetary obligations to the 1394 TA shall have been paid.
- Intellectual Property Rights: All patents, copyrights, or other intellectual property owned or created by any Member outside the 1394 TA or outside of 1394 TA activities (such as working groups) shall remain the property of that Member, and ownership and rights thereunder shall not be affected in any way by the Member's participation in the 1394 TA. All material presented to the 1394 TA, including its various committees, shall be deemed of a non-confidential nature and hence for public distribution. The 1394 TA may, through its activities, generate intellectual property, such as marketing reports, and license such property to Members and non-Members on reasonable and non-discriminatory terms, conditions and prices; provided, however, that Members may receive more favorable pricing than non-Members. The 1394 TA shall honor the American National Standards Institute (ANSI) Patent Policy and related ANSI copyright policy, Procedures for the Development and Coordination of American National Standards, copyright 1996. The 1394 TA may publish documents to promote its purposes and goals. Employees of members may be cited as co-authors when appropriate. In no event, however, shall the name of any Member or any of its trademarks or trade names be used in any publication by the 1394 TA, or by a Member describing the work of the 1394 TA, without such Member's prior written consent. This obligation shall survive resignation, membership revocation, or cessation of business of any Member or dissolution of the 1394 TA.
- Other Property Rights: Any Member whose membership in the 1394 TA shall have been terminated by resignation, cessation of business, membership revocation, or other cause shall forfeit thereby all rights of membership in the 1394 TA. No Member has any property rights in any assets of the 1394 TA. Furthermore, no surplus of funds of the 1394 TA (if any) shall inure to the benefit of any Member or employee of the 1394 TA.
- Administrative: The Board shall designate a working group to draft a Policies and Procedures of the 1394 TA document as guidelines for Members, which Policies and Procedures shall be subject to ratification by a general meeting of the Membership.
- Amendments: These Bylaws may be amended by resolution adopted by the Board, subject to ratification by a general meeting of the Membership.
- Notice: All Members of the 1394 TA shall maintain on file with the Secretary of the 1394 TA, the name, business address, fax number, telephone number and E-mail address of the person authorized by the Member to receive notices from the 1394 TA. Notices shall always be in writing and sent by letter, and confirmed by facsimile or E-mail.
- Indemnification: Directors and officers of the 1394 TA shall be indemnified, defended, and held harmless from and against any and all costs and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to the 1394 TA or to another organization or enterprise at the 1394 TA's request. Persons who are not directors or officers of the 1394 TA may be similarly indemnified in respect of such service to the extent authorized at any time by the Board. The 1394 TA may at any time, to the extent authorized by the Board, take such steps as may be deemed appropriate by the 1394 TA, including purchasing and maintaining insurance, entering into contracts (including, without limitation, contracts of indemnification between the 1394 TA and its directors and officers), creating a trust fund, granting security interests, or using other means to insure the payment of such amount as may be necessary to effect such indemnification. Neither the amendment nor repeal of this Section 23 shall affect any right of protection of a person with respect to any act or omission occurring prior to the time of such repeal or modification. The indemnification provided by this Section 23 shall not be deemed exclusive of any other rights to which a director or officer or former director or officer may be entitled under any other agreement, insurance policy, or otherwise.
The 1394 Trade Association actively promotes
the proliferation of the IEEE 1394 Serial Bus standard technology into
the computer, consumer, peripheral, and industrial markets to enable a
truly interoperable, standardized, universal I/O and back plane interconnect.
The 1394 TA provides members the opportunity
to achieve this mission. We organize and hold Quarterly Meetings and Developer's
Conferences, and attend Tradeshows and related seminars as a means by
which the members can work together on the use of IEEE 1394 to expand
all target markets