Charter: Silicon Manufacturer’s Group
Revised May 27, 1996; Adopted July 18, 1996, Adopted March 30, 2005
Silicon Manufacturer's Group
The Silicon Manufacturer's Group is a special interest group of SEMI® members who produce polycrystalline silicon, monocrystalline silicon or silicon wafers (e.g., as cut, polished, epi, etc.) including both reclaimed or reworked wafers as well as silicon-on-insulator (SOI) wafers.
C. STRUCTURE OF THE GROUP
The Silicon Manufacturer's Group acts as an independent special interest group within the SEMI structure.
The Silicon Manufacturer's Group, as part of SEMI, is open to all SEMI members involved in manufacturing silicon as defined in Section B.
A SEMI staff officer acts as group coordinator, and is an ex-officio (non-voting) member of the Silicon Manufacturer's Group Executive Committee.
The Group Officers are elected in accordance with the bylaws.
The Group reports to the SEMI Board of Directors through the SEMI staff officer.
Meetings of the Group are scheduled as required and may be attached to important semiconductor exhibitions.
D. PURPOSE OF THE GROUP
To facilitate collective efforts on issues related to the silicon industry that the members feel are more effectively or efficiently undertaken as an industry association than as individual companies, among which are:
To acquire market information and statistics about the silicon industry and the semiconductor market.
To achieve better representation in regard to legislation and lobbying efforts concerning the semiconductor industry.
To promote customer awareness of the technical and business issues facing the silicon industry in meeting the semiconductor industry expectations in product quality and value.
To promote cooperative efforts between Silicon Manufacturer's Group member companies and/or other SEMI member companies to solve common problems and eliminate duplication of resources.
To promote awareness in the SEMI organization of the expectations of Silicon Manufacturer's Group member companies.
To promote participation in the SEMI International Standards Program and to promote user awareness about SEMI Standards.
To promote participation in planning activities for SEMI exhibits, seminars and all other events connected with the industry.
To obtain SEMI support for meetings with industry leaders to discuss future trends and needs.
To provide a forum to discuss safety and environmental issues.
E. FUNCTIONAL STRUCTURE
The Group is managed by an Executive Committee constituted in accordance with the bylaws.
The Group may form subcommittees to direct activities in areas of mutual member interest as follows:
Legislation and Public Affairs
Others, as may be established by the Executive Committee
Each established subcommittee is chaired by a Silicon Manufacturer's Group member and staffed by Silicon Manufacturer's Group member company employees. Each active subcommittee will be charged with completing one or more projects annually. Subcommittee meetings will be held at least quarterly, using teleconferencing when possible. A SEMI staff member will be assigned to be an ex-officio member of each subcommittee.
Amended March 30, 2005
SILICON MANUFACTURER'S GROUP
Revised April 6, 2000, Adopted April 6, 2000. Adopted January 12, 2004 Adopted March 30, 2005
ARTICLE I ─ AUTHORITY
Section 1. These bylaws are subject to and are in accordance with the bylaws of SEMI. The Silicon Manufacturer's Group is hereinafter referred to as the Group.
ARTICLE II ─ SCOPE
Section 1. The scope of the Group shall include products and issues relating to and directly concerning the manufacture of silicon, defined as the production of polycrystalline silicon, monocrystalline or silicon wafers (as cut, lapped, polished, epi, etc.) silicon used in semiconductor applications. (In this context, the manufacture of silicon does include both reclaim or re-work of silicon wafers as well as manufacturers of Silicon-on-Insulator (SOI) wafers.)
ARTICLE III ─ MEMBERSHIP
Section 1. Group membership shall be open to all SEMI business member companies with interest in the manufacture of silicon as defined in Article II. If a company subsidiary or business unit maintains a separate SEMI membership, it may also be a separate member of the Group.
Section 2. Each SEMI business member desiring membership in the Group shall submit a membership application form which includes the following information:
Company or business unit name and SEMI membership number.
The name, address, telephone, and fax number of the individual designated to be the primary representative of the company at Group meetings and to receive official notices of Group meetings, meeting minutes, and other Group mailings.
The names, addresses, telephone, and fax numbers of one or more individuals in each company location or division (not a separate Group member) designated to represent the organization at Group meetings and to receive notices of Group meetings, meeting minutes, and other Group mailings.
Section 3. At such time that any individual listed on the membership application form described in Section 2 of this Article 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.
Section 4. Each member company of the Group that has been represented at one or more meetings of the Group during the preceding year shall be considered an active member of the Group.
Section 5. Each Group member desiring to participate in the Group's market statistics program shall submit a form, available from SEMI's Market Statistics Department, which includes the following information:
The name, address, telephone, and fax number of the individual responsible for providing market statistics data for the company to the Group market statistics program.
The name, address, telephone, and fax number of the individual designated to submit the market statistics data for the company on a quarterly basis.
ARTICLE IV ─ LIAISON MEMBERS
Section 1. The Chairman may appoint persons, who may or may not represent Group members as defined in Article III, 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.
Section 2. Liaison members shall be voting members of the Group.
ARTICLE V ─ ADVISORY MEMBERS
Section 1. The Chairman may appoint advisory representatives. These representatives shall act in an advisory capacity as needed by the Group.
Section 2. The advisory representatives shall be non-voting members of the Group.
ARTICLE VI ─ TERM
Section 1. The term of the representative(s) of Group member companies shall not be limited except as stated in Article III.
Section 2. Terms for Liaison members and Advisors shall be for a period of two (2) years. Liaison members and Advisors may be reappointed by the Chairman.
ARTICLE VII ─ MEETINGS
Section 1. The Group shall meet at least two (2) times in a calendar year during SEMICON® exhibitions.
Section 2. Notification of each meeting shall be mailed to all recorded representative(s) of Group member companies not less than forty-five (45) days prior to a meeting.
Section 3. Meetings shall be conducted in the presence of a SEMI staff member.
Section 4. Minutes of each Group or Executive Committee meeting shall be recorded and made available to the Group membership.
ARTICLE VIII ─ QUORUM AND VOTING REQUIREMENTS
Section 1. The presence of one or more representatives from a simple majority of active member companies of the Group at a meeting shall constitute a quorum.
Section 2. Voting shall be by company, not by individual representatives. Each member company of the Group shall be entitled to one (1) vote. If a quorum is present at a meeting, business of the Group shall be decided by a simple majority of the active member companies represented at the meeting. In the event a quorum is not present, the vote of an absent member may be rendered by telephone provided said member shall subsequently confirm his vote in writing.
Section 3. Adoption of Group bylaws shall be approved in writing by a two-thirds (2/3) majority of the entire Group.
Section 4. Any action permitted or required to be taken by the Group may be taken without a meeting. A telephone vote of the primary representatives of active member companies may be taken but must be followed by written confirmation by each voting representative. Such confirmation(s) shall be filed with the minutes of the Group.
ARTICLE IX ─ OFFICERS
Section 1. The officers of the Group shall be as follows: Chairman, two (2) Vice-Chairman, Past Chairman.
Section 2. The officers of the Group shall be elected by the Group. Each year, the Group shall elect one Vice-Chairman and the Chairman. With a quorum present, a candidate for office shall be elected by a simple majority of those present at a duly-called Group meeting.
Section 3. The Group may establish a Nominating Subcommittee to suggest names of appropriate candidates. At any given time, the Chairman, the two Vice-Chairmen and the Past Chairman shall be chosen so that each major region of the world (America, Asia Pacific, Europe and Japan) is represented. Group officers should be senior executives of their companies, able to make commitments on behalf of their companies. However, should any Group Officer not be a senior executive, then he/she shall provide a letter of support and commitment from the CEO of his member company.
Section 4. The Chairman shall serve for one (1) year. The Vice-Chairmen shall each serve for a period of two (2) years and shall normally succeed to the Chairmanship at the end of their two-year term. The Past Chairman shall serve for one (1) year after the conclusion of his term of office as Chairman.
Section 5. The officers of the Group shall constitute an Executive Committee to give overall guidance to the Group and its activities. From time to time, not more than four (4) members-at-large may be proposed by the Executive Committee to represent other regions or minority interests not adequately represented by the officers. If elected by the Group at a duly-called meeting, members-at-large shall serve for a term of three (3) years; they may be re-elected for up to two additional terms, but in no case shall a member-at-large serve for more than nine (9) consecutive years.
Section 6. An officer may be removed from office by a two-thirds (2/3) majority of the entire Group with prior approval of the SEMI executive staff.
Section 7. The Chairman of the Group may establish or direct Group members to establish subcommittees and appoint chairmen thereof.
ARTICLE X ─ AMENDMENTS
Section 1. Recommendations for amendments to these bylaws may be made by any Group member to the Executive Committee or to SEMI executive staff.
Section 2. Approval of amendments to these bylaws requires a two-thirds (2/3) majority of the entire Group.
Editorially corrected March 30, 2005