CAST Charter and Bylaws

CAST Charter and By-laws

 

 

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Contact Paul Trio for more information at:  cast@semi.org

CHARTER

1. Foster pre-competitive collaboration

Eliminate barriers to participation, enabling a broad membership and level playing field inclusive of all semiconductor industry participants with emphasis on manufacturing process cost, efficiency and yield beginning with wafer test and ending with shipment to the customer.

2. Research, develop and promote standards that enable industry productivity improvement:

Resource and drive specifications to enable efficient and effective interoperability while fostering an environment that encourages fast development, deployment and usage of specifications or standards.

  1. Standards for the interface between semiconductor equipment and the various other systems, both hardware and software to which the equipment is required to interface.
  2. Enable collaborative development of standards implementation to speed deployment and ensure compliance and compatibility.
  3. Invest in and direct research of mutual benefit to evaluate potential opportunities to improve test efficacy and efficiency throughout the design, validation and manufacturing processes.
  4. Ensure protection of member IP as well as timely disclosure of existing claims through a mutually agreed IP policy.

3. Perform pre-competitive benchmarks

Focused on: Quantifying end-user process efficiency and effectiveness, and identifying opportunities to improve end-user process efficiency via collaborative efforts.

  1. Ensure full acceptance of these definitions through a collaborative definition process.
  2. Utilize definitions to identify opportunities for new standards and improvements to existing standards.
  3. Utilize definitions to drive continuous process improvement by utilizing the Define, Measure, Analyze, Improve, Control (DMAIC) approach.
  4. Ensure the anonymity of member data through a mutually agreed policy.

4. Act as a representative and an advocate for the members

Focus on fostering a better understanding of their strategic value to the semiconductor industry. The targets will include the industry, universities, governments and other organizations:

  1. Counter the belief that test is just a cost. Change the industry mantra from reducing the cost of test to increasing the value of test.
  2. Encourage universities to support programs and curricula of benefit to the test industry.
  3. Encourage engineers to consider the back-end as a career choice.
  4. Act as a representative of the members to governments and other organizations.
  5. Sponsor symposia to share the value add of test.

BYLAWS

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Governing Regulations

These bylaws are subject to the Regulations Governing SEMI Committees, hereinafter referred to as the Regulations, and are in accordance with the bylaws of SEMI. The CAST 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 Bylaws.

STRUCTURE OF THE GROUP

  1. CAST decisions are made by its Steering Committee
  2. The SEMI staff officer should act as Group coordinator and Executive Director.
  3. The Group should act as an independent group within the SEMI structure
  4. The Group reports to the SEMI Board of Directors through the SEMI Staff officer.

MEMBERSHIP

Group membership shall be open to all companies involved in or interested in semiconductor ATE inclusive of ATE suppliers, Integrated Device Manufacturers (IDMs), Fabless Design Companies, Subcontract Manufacturers and all related parties.

Each business member desiring membership in the Group shall submit a Membership Application form. Once the Group accepts the Membership Application, the applicant becomes a member.

At such time that any individual listed on the Membership Application form shall cease to be an employee of a Group member, the Group member shall submit a revised Membership Application form indicating the replacement for the individual.

Termination, Suspension and Expulsion of membership

The membership of any Member shall terminate upon the occurrence of any of the following events:

  1. The resignation, in writing to the Group, of the Member;
  2. The dissolution of the Member;
  3. The failure of the Member to pay dues or fees within the times set forth by the Steering Committee or as otherwise provided in accordance with these Bylaws; or
  4. The breach or default by the member of any of the Member Agreements.

The membership of any Member may be suspended based on the good faith determination of the Steering Committee that the Member has failed in a material and serious degree to observe the Group’s rules, or has engaged in conduct seriously prejudicial to the purposes and interests of the Group. Such Member shall receive notice of suspension no less than fifteen (15) days prior to the effective date of such suspension. Any Member whose membership in the Group shall have been suspended by the Steering Committee shall not be a Member during the period of suspension and shall have no interest in any of the activities, funds, property, rights, and interests belonging to the Group until such time as such Member complies with the requirements of the Steering Committee for the removal of the suspension and the return of good standing. Any Member who is on suspension or who is not in good standing for a period of ninety (90) consecutive days may be expelled by the Steering Committee from membership in the Group at the Steering Committee’s sole discretion.

A Member who has resigned or been expelled from membership in the Group shall forfeit any and all dues paid. No Member who has been expelled shall be eligible for membership for at least one (1) year from the date of expulsion, unless otherwise determined by the Steering Committee.

DUES STRUCTURE

Supplemental dues shall be required for participation in all Group activities unless otherwise specified by Steering Committee quorum.

The amount of supplemental dues will be determined by the current status of SEMI membership, where current SEMI members will pay a discounted amount in comparison to non-SEMI members.

VOTING MEMBERS

After the first year of the Group's existence, the following rules apply:

From time to time the Steering Committee may in its discretion present decisions to the current Member for approval or otherwise solicit their opinion. In such case, each Member shall be entitled to one vote, with persons who are Affiliates (as defined below) considered to be a single company. For the purposes of these Bylaws, an “Affiliate” shall mean any entity that, directly or indirectly, controls or is under common control with, or is controlled by, any other Member.

Current Members are those businesses which have been registered as members and are current in their supplemental Group dues.

A quorum shall be 60% of the current eligible members.

All votes of the Members will be via electronic (e-mail) means.

Any action permitted or required to be taken by the Group may be taken without a meeting. An email vote of the primary representatives of active member companies may be taken. Such email(s) shall be filed with the minutes of the Group.

Each Member must designate a person as the Primary Voting Representative. If unable to vote, the Representative may designate an Alternate Representative, who can vote on their behalf.

A simple majority is required for all decisions, unless otherwise stipulated.

INDIVIDUAL MEMBERS

Individuals who are not representatives of a business can be members of the Group.

Individual members will be non-voting members.

NON-VOTING LIAISON MEMBERS

The Chairman may appoint persons, who may or may not represent Group members, as defined above, to the Group as necessary to act as liaison members between the Group and other Groups and other units of SEMI or to outside organizations, as appropriate.

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

NON-VOTING MEMBERS/ADVISORY MEMBERS

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

These advisory representatives shall be non-voting members of the Group.

University members

The Steering Committee may designate a membership class for University professors, who shall be non-voting members of the Group.

Steering Committee

The Steering Committee shall be comprised of Directors:

The authorized number of Directors of the Group shall not be less than eight (8) nor more than twelve (12). The exact number of Directors shall be fixed from time to time by the Steering Committee. If and when authorized by resolution of the Steering Committee, additional Directors may be appointed by the Steering Committee.

CHAIRPERSON

The Chairperson of the Group is a current Director and shall be elected by the Steering Committee. The Chairperson position may rotate every six (6) months.

Duties of the Chairperson of the Steering Committee:

The Chairperson of the Steering Committee shall be a Director and when present, preside at all meetings of the Steering Committee and shall perform all the duties commonly incident to that office.

VICE-CHAIRPERSON

The Vice Chairperson of the Group is a current Director and shall be elected by the Steering Committee. The Vice-Chairperson position may rotate every six (6) months. Duties of the Vice-Chairperson of the Steering Committee:

The Vice-Chairperson of the Steering Committee (if there be such officer appointed) shall be a Director and in the absence of the Chairperson, preside at all meetings of the Steering Committee and shall perform all the duties commonly incident to that office.

A designated SEMI staff member shall be an Ex-officio, voting member of the Steering Committee.

Appointment, Election and Term of Office

  • Directors are business entities
  • Directors shall be nominated in such fashion as from time to time shall be established by the Steering Committee
  • Directors shall be confirmed by a vote of the Members
  • All Directors shall serve for a term of no more than two consecutive years.
  • These terms will be staggered such that no more that 50% of the Directors will change each year.
  • Term limits are not applicable; a director can be re-instated
  • Each Director shall appoint a person as its representative who will act on that Director's behalf
  • The initial provisional Steering Committee shall serve an initial term of six (6) months.

STEERING COMMITTEE VOTING

Each Steering Committee Member shall designate a Primary voting Director, who may authorize an alternate who may vote on their behalf.

Four (4) Director positions will be reserved for the four (4) largest (by ATE system revenue) ATE system vendors.

A 3/4 majority of the current Directors is required for decisions in the following areas:

  1. Approve the technical and marketing direction
  2. Approve the charter for, form, and disband Working Groups as appropriate to conduct the work of the Group;
  3. Approve all benchmark projects and plans
  4. Approve the release of any benchmark results
  5. Approve specifications
  6. Approve changes to the Bylaws

A simple majority of the current Directors is required for decisions in the following areas:

  1. Approve annually the Working Group Chairs
  2. Approve the annual budget
  3. Approve rules and regulations pertaining to the conduct of the Working Group and Task Group activities
  4. Responsible for fiduciary responsibilities including annual fiscal report

Action by Email

Any action required or permitted to be taken by the Steering Committee may be taken via email

Vacancies and Removal from the Steering Committee

A vacancy in the Steering Committee shall be deemed to exist on the occurrence of the following:

  1. The death, resignation or removal of any Director;
  2. The resignation or termination of employment of the Director from the Member that appointed such Director,
  3. The resignation, suspension or expulsion of a Steering Committee Member;
  4. The declaration by the Steering Committee of a vacancy in the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been found by a final order or judgment of any court to have breached any duty arising as a result of Section 7238 of the California Corporations Code dealing with standards of conduct for a Director in respect of a Corporation that holds assets in charitable trust;
  5. An increase in the authorized number of Directors;
  6. The failure of the Directors, at any meeting of Directors at which any Director or Directors are appointed, to appoint the full authorized number of Directors to be appointed at that meeting; or
  7. When two or more Members which have Steering Committee seats become Affiliates.

The Steering Committee may remove any Director with or without cause at any regular or special meeting; provided that the Director to be removed has been notified in writing that such action would be considered at the meeting.

A Member which holds a Steering Committee seat may remove or replace its representative Director at any time.

Vacancies in the Steering Committee may be filled (i) by the Member that designated the vacating Director, provided that such Member continues to be a Member in good standing, or (ii) by an affirmative vote of the Steering Committee. Each Director filling a vacancy shall hold office until the end of the original term.

Resignations from the Steering Committee

Any Director may resign effective upon giving written notice to the Chairperson of the Steering Committee. If the resignation is effective at a future time, the successor may be appointed to take office when the resignation becomes effective.

Fees and Compensation for Steering Committee members

Directors shall serve without compensation for their services as a Director

EXECUTIVE COMMITTEE

The Steering Committee shall authorize the formation of an Executive Committee. Executive Committee Members (ECM) shall be appointed by the Steering Committee. ECM must be Members of the Group and will serve for a one-year term. They may serve consecutive terms if re-appointed by the Steering Committee. A Steering Committee person may fill one ECM position. An ECM may be removed from office by a two-thirds majority vote of the Steering Committee.

EXECUTIVE DIRECTOR

The Executive Committee shall have an Executive Director to manage the operations of the group. The Director’s duties, at a minimum, shall consist of the following:

A. Maintain global operational efficiency through

  1. CAST administrative management: Manage and coordinate the SEMI administrative services through the SEMI interface for meetings, finance, membership, dues, web development, public relations, and standards development and archiving, and Group documentation.
  2. Financial Management of CAST: Consults with Executive Committee on effective use of CAST funds to meet its charter goals; monitors bank accounts and records; pays contractors, internal and external; quarterly financial reports; monitors SEMI in keeping tax records for CAST.
  3. Maintains/monitors all official documents: Charter, Bylaws, Operational Guidelines, records of membership in CAST, specifications
  4. Contact for CAST: Is the first point of contact for CAST enquiries, internal or external. Directs potential members; answers questions of the Press; acts on member requests; staffs and responds to the CAST phone/email.
  5. Meeting management: Enlists SEMI resources and outside resources to organize, run, and support all CAST meetings, for the whole CAST group or the working groups. Manages logistics and the distribution of information and materials.
  6. Web management: Manages SEMI resources for website development and maintenance; interfaces with CAST for the right and current content.
  7. Legal management: Provides the chief contact for legal issues through SEMI resources or external counsel.

B. Facilitates effective communication between CAST Executive Committee, members, working groups and SEMI (to its appointed interface and its diverse departments globally).

  1. Manages content on the website to accomplish this goal
  2. Communicates with monthly CAST newsletter
  3. Promotes efficient communication between the Executive Committee and the working groups
  4. Encourages a feedback loop between CAST management and the members
  5. Acts as the enforcer for CAST Bylaws internally and any future IP externally in the future.

MEETINGS

The Group shall meet at least two (2) times in a calendar year, typically during SEMICON shows. Notification of each meeting shall be posted on the Group web site not less than forty-five (45) days prior to a meeting. Meetings should be conducted in the presence of a SEMI staff member, if possible, although this is not mandatory.

Working Groups

The Steering Committee shall form such Working Groups as may be needed from time to time. Working Groups shall act in an advisory capacity to the Steering Committee and shall report to the Steering Committee. No Working Group shall be delegated the power or authority of the Steering Committee in the management of the Group. Working Groups shall be formed upon the affirmative vote of a majority of the votes represented and voting at a duly held Steering Committee meeting at which a quorum is present

Any such Working Group shall have the duties and authority to act in the manner and to the extent provided by the Steering Committee as reflected in resolutions and agreements adopted thereby.

Possible working group categories could be:

  1. Industry Awareness
  2. Standards and practices
  3. Legislation and Public Affairs
  4. Cooperative projects
  5. Statistics
  6. Others, as may be established by the Executive Committee

After its formation, each Working Group shall present a plan and schedule for its work to the Steering Committee. The plan and schedule shall be updated annually or sooner as appropriate.

Each working group will be chaired by a CAST Group member and staffed by Group member company employees. A SEMI staff member will be an Ex-officio member of each working group.

Working Group Membership

All Members of the Group in good standing may submit a request to a Working Group Chair to have an employee included in the membership of such Working Group. Each Steering Committee Member shall be entitled to have at least one (1) employee included in each Working Group. Each Member shall be entitled to have at least one (1) employee to serve on the Working Group subject to the prior consent of the Steering Committee, which may be withheld in their sole discretion. For reasons of operational efficiency, the Working Group Chair, or the Working Group Vice-Chair acting for the Chair in his or her absence, or the Steering Committee, has the discretion to limit the size of a Working Group.

Working Group Chair.

The Chair and Vice-Chair (to act on behalf of the Chair in his or her absence) of each Working Group shall be appointed by the Steering Committee. The Chair and Vice-Chair shall be appointed annually by the Steering Committee.

Task Groups.

Task Groups may be formed by the Working Group in which such Task Group shall perform work on behalf of and for the benefit of such Working Group with respect to individual topics or sections or a proposal that is being reviewed by such Working Group. The Working Group that established the Task Group shall set the scope and duration of the charter of a Task Group.

Task Group Membership.

All Members of the Corporation in good standing may submit a request to the Chair of the Working Group that established a Task Group to have an employee become a member of such Task Group. Each Member shall be entitled to have at least one (1) employee included in each Task Group. For reasons of operational efficiency, the Chair of the Working Group that established the Task Group, or the Vice-Chair of the Working Group acting for the Chair, has the discretion to limit the size of the Task Group.

Task Group Chair.

The Chair and Vice-Chair (to act on behalf of the Chair in his or her absence) of a Task Group shall be selected by the Working Group that established the Task Group. The Chair and Vice-Chair of a Task Group shall serve for a one (1) year term.

AMENDMENTS

Recommendations for amendments to these Bylaws may be made by any Group member to the Executive Committee..

Approval of amendments to these Bylaws requires a two-thirds (2/3) majority of the entire Group.

BUDGETS and FINANCES

The Group will have its own budgets for the purpose of special projects etc

SEMI will provide accounting services for the Group.

SEMI shall not be responsible for costs incurred by the Group without prior approval by SEMI.

DISSOLUTION

The Group may discontinue its relationship with SEMI, form an independent organization, or dissolve voluntarily upon an affirmative vote of the Voting Members and of two-thirds (2/3rds) of the current Members of the Steering Committee.

Assets of the Group, after provisions have been made for the Group’s known debts and liabilities, shall be distributed equally to the Members, in accordance with the requirements of Section 501(c)(6) of the Internal Revenue Code.

In the event that the Group shall be dissolved or wound up at any time, all remaining properties, monies, assets of the Group, after provisions have been made for the Group’s known debts and liabilities as provided by law, shall be distributed equally to the Members, in accordance with the requirements of Section 501 (c)(6) of the Internal Revenue code.

SEMI

ANTITRUST GUIDELINES


SEMI activities are a coordinated effort among competitors in the semiconductor equipment and materials industry and are, therefore, subject to antitrust laws. Although this coordination is perfectly legal under U.S. antitrust laws, we want to make sure that no antitrust risks are raised by the manner in which the SEMI program is carried out. Accordingly, these guidelines may go somewhat beyond the prohibitions of the law, but that is done in the interest of safety.

The penalties for violating antitrust laws can be quite severe, including large fines and even imprisonment of individuals found guilty of illegal conduct. Contrary to the popular belief that the government has relaxed antitrust enforcement, in recent years the Justice Department has recommended jail sentences for the majority of persons convicted of violating antitrust laws. Moreover, the U.S. Supreme Court has ruled that a trade association may be held legally responsible for the unauthorized, as well as authorized, acts of its members. Accordingly, every effort must be made to avoid even the appearance of impropriety.

LAWFUL ACTIVITIES

As a basic premise, the goals of SEMI are clearly lawful. The proposed activities, if properly conducted, will not be found to violate the antitrust laws because they will not have an adverse effect on the competitive market place.

SEMI relies heavily on the judgment of SEMI staff members to see that topics which may give an appearance of an agreement that would violate antitrust laws are not discussed at SEMI meetings. The presence of a SEMI staff member at a meeting, however, should not invite probing to determine how far a discussion can proceed before it becomes apparent that it is improper and is cut off. Each SEMI member has the responsibility in the first instance to avoid raising improper subjects for discussion. This reminder has been prepared to ensure that participants in SEMI meetings are aware of this obligation.

UNLAWFUL ACTIVITIES

The most common violations of the antitrust laws are agreements among competitors to fix prices or allocate customers. As for SEMI, the most important thing to keep in mind is that its purpose is to promote the semiconductor equipment and materials industry, sponsor education and training, and promote industry standards. SEMI does not market particular semiconductor equipment or materials products. Accordingly, it is not the business of SEMI to consider or discuss matters relating to product development marketing, purchasing, or pricing decisions of individual companies.

The Do's and Don'ts presented below highlight only the most basic antitrust principles.
Participants in SEMI meetings should consult counsel in all cases involving specific situations, interpretations, or advice.

DO NOT

1. DO NOT IN FACT OR APPEARANCE, discuss or exchange information regarding:
(a) Individual company current or projected prices, price changes, price differentials, markups, discounts, allowances, terms and conditions of sale, including credit terms, etc., or data that bear on prices, including profits, margins or cost.

(b) Industry pricing policies, price levels, price changes, differentials, or the like.

(c) Changes in industry production, capacity, or inventories.

(d) Individual company bids or intentions to bid for particular products, procedures for responding to bid invitations, or specific contractual arrangements.

(e) Plans of individual companies concerning the design, characteristics, production, distribution, marketing, or introduction dates of particular products, including proposed territories or customers.

(f) Matters relating to actual or potential individual suppliers that might have the effect of excluding them from any market or of influencing the business conduct of firms toward such suppliers or customers.

(g) Individual company current or projected cost of procurement, development, or manufacture of any product.

(h) Individual company market shares for any product or for all products.

DO NOTdiscuss or exchange information regarding the above matters during social gatherings incidental to SEMI-sanctioned meetings, even in jest.

DO

1. Adhere to prepared agendas for all SEMI meetings.

2. Insist that meeting minutes be prepared and distributed to all participants, and object whenever meeting minutes do not accurately reflect the matters which transpired.

3. Understand the purposes and authority of each SEMI committee or other group in which you participate.

4. Consult with SEMI's legal counsel or your company counsel on all antitrust questions related to SEMI meetings.

5. Protest against any discussions or meetings which appear to violate the antitrust laws, disassociate yourself from any such discussions or activities, leave any meeting in which they continue and report the activity to the SEMI President and CEO so that similar conduct can be avoided in the future.

SEMI's policy is to discuss thoroughly with legal counsel any proposed programs or policy decisions before they are implemented. If any participant has a question as to the legality of a proposed course of action, the matter should be immediately referred to the SEMI President and CEO who will discuss it with legal counsel. In this manner, SEMI can ensure continued pursuit of its legitimate objectives with maximum protection for its participants.

Contact Us

If you would like to be added to our mailing list, or to send us questions or give feedback, please contact us at CAST@semi.org.