Society of Vacuum Coaters, INC.
(Ratified by the SVC membership via email ballot on September 21, 2020)
DUTIES OF OFFICERS
Section 1.01. President.
The President shall be the chief executive officer of the Society and shall preside at all meetings and shall serve as chairman of the Board of Directors.
Section 1.02. Vice-President.
The Vice President/President-elect shall serve as assistant to the President, shall act for the President in the President's absence, and shall succeed to the office of President at the end of his term as Vice President or earlier in the event that the office of President becomes vacant. In case both the President and Vice President are absent or unable to serve, the Board of Directors shall designate one of its members to serve pro tempore.
Section 1.03. Treasurer.
Treasurer shall have charge of the financial affairs of the Society subject to the control of the Board of Directors. He/she shall have charge of all moneys, securities, valuable papers, and other assets of the Society. He/she shall turn over all property of the Society to his/her successor when such successor is duly chosen and qualified.
Section 1.04. Secretary.
The Secretary shall keep full and complete minutes of all meetings of the Society as well as meetings of the Board of Directors, maintain all relevant legal/corporate Society records, shall issue all notices and calls for meetings, shall announce elections/solicit write-in candidates, and shall perform such other duties as the Board of Directors may direct.
Section 1.05. Immediate Past-President.
The Immediate Past-President shall serve as the Chair of the Nominations Committee which will propose to the membership candidates for Officers and Directors of the Society, shall offer general counsel to the Executive Committee, and shall perform such other duties as the Board of Directors may direct.
Section 1.06. Other personnel.
The Board of Directors may authorize the appointment of other personnel as may be required to carry out Society business.
BOARD OF DIRECTORS
Section 2.01. Board composition.
The President, Vice President/President-Elect, Secretary, Treasurer, Immediate Past President and up to eleven (11) other members shall constitute the voting members of the Board of Directors. In addition, the Executive Director shall serve as an ex-officio, non-voting member of the Board. Directors shall be elected by secret ballot of the membership.
Section 2.01.1. Board balance.
The Board of Directors shall be comprised of active and life members who represent a cross section of organizations whose products or services are related to vacuum coating. This cross section shall be balanced to promote, effectively, the objectives of the Society.
Section 2.02. Terms in office.
The members of the Board of Directors, excepting the President, Vice President/President-Elect, Secretary, Treasurer, and Immediate Past President, shall hold office in staggered terms, up to three years. Directors may serve a maximum of two consecutive three-year terms. Vacancies due to any cause other than the end of the elected term of office may be filled by the Board of Directors.
Terms of newly elected members of the Board of Directors and Officers shall commence at the conclusion of the Annual Business Meeting following their respective election. Terms of expiring members of the Board of Directors and Officers shall end at the conclusion of the Annual Business Meeting.
(Italicized text added after a unanimous vote of the SVC Board of Directors on June, 26, 2021.)
Section 2.03. Authority.
The Board of Directors shall have general charge of the Society and shall establish the policies consistent with the Constitution. Specifically, the Board shall:
- Supervise and direct the work of all committees.
- Be responsible for all assets of the Society.
- Have the power to select operational management and such other positions as may be necessary to further the goals of the Society, and to fix the compensation for services rendered. It shall also have the right to terminate their employment.
- Have the power to remove any member of the Board of Directors with or without cause whenever in the Board's judgment the best interests of the Society will be served thereby. This shall include, but is not limited to, failure to attend meetings and failure to perform work assignments. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
- Have the right to disapprove any plans, programs, etc. proposed by any other committee.
Section 2.04. Meetings.
The Board shall meet at the annual meeting and such other times as may be required. Members of the Board may participate in a meeting through use of conference telephone, video conferencing, or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 2.05. Order of Business.
- The general order of business at each annual meeting shall be as follows:
- Report of Secretary
- Report of Treasurer
- Report of committees
- Result of annual elections
- Unfinished business
- New business
- The rules of parliamentary procedure contained in Roberts' Rules of Order shall govern all meetings.
Section 2.06. Action without a meeting.
Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee. Any member in good standing may attend Board meetings by notice to the Secretary.
Section 2.07. Quorum.
A simple majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 2.08. Voting.
Board members shall abide by the Society's Conflict of Interest Policy. Individual Board members shall not vote on any matter on which a conflict has been determined to exist for him or her. Unless otherwise provided in these Bylaws, a majority vote of the Board members present at a meeting at which a quorum is present shall be required to take action on any matter presented for vote.
Section 2.09. Executive Committee.
The Executive Committee of the Board, consisting of at least two and up to six members of the Board, nominated by the President and approved by the Board, is empowered to act for the Board between meetings of the full Board in all matters with the following limitations: (1) its decisions must be consistent with the Bylaws and previous decisions; and (2) its decisions cannot incur unbudgeted costs to the Society greater than $10,000.
Election of Members
Section 3.01. Membership.
Membership may be granted to any individual that supports the mission and purposes of the Society, meets membership requirements as set by the Board of Directors, completes the membership application and pays the dues as set by the Board.
Section 3.02. Dues.
Membership dues are payable annually and are due at the beginning of each fiscal year or at a time determined by the Board of Directors.
Section 3.03. Resignation.
Members may resign in good standing by formal notification to the Secretary.
Code of Ethics
Section 4.01. Purpose.
This Code of Ethics supports and provides guidelines for all members, officers and directors to carry-out the intention of the Society to engage only in legal and ethical activities. Specifically, members must conduct themselves at all times they will act with (a) devotion to the high ideals of personal honor and integrity; (b) fairness, honesty and loyalty to their associates, employees, clients, customers, subordinates or employees; and (c) fidelity to the needs of the public.
Section 4.02. Confidentiality.
For the purpose of the bylaws, confidential information includes any and all information that is not known to the public respecting the business of SVC, and may include, but is not limited to, contracts and agreements with service providers, information about customers, suppliers, finances, business plans and strategies, trade secrets and the like. Directors and Officers shall not discuss or disclose confidential information about the SVC to any person or entity unless ordered to do so by a court or government agency. Information that is a matter of prior public knowledge shall not be considered confidential. Officers and Directors shall use discretion and good business judgment in discussing other affairs of the Society with third parties. Without limiting the foregoing, Directors may discuss upcoming program, conference, and educational activities of the SVC.
Section 4.03. Disciplinary action.
A member may be suspended or expelled, or otherwise disciplined, by a majority vote by the Board of Directors for cause, which shall include a finding by the Board of Directors that such member has violated the Bylaws or regulations of the Society, or for any conduct which, in the opinion of the Board of Directors, is detrimental to the interests and purposes of the Society.
Section 4.04. Complaints.
Every complaint filed shall (a) be provided in writing, (b) contain a precise statement of facts relevant to the claim, and (c) be endorsed with the name and address of the complainant or their representative.
Section 4.05. Hearings and due process.
In the event of a complaint resulting in a hearing, the member shall receive at least 14 days' notice in writing of the alleged act and the hearing thereof. Disciplinary action, if any, shall follow only after the member has been heard in person, or by a representative, or in writing, or failure to answer at a meeting of the Board of Directors called for the purpose of such a meeting. If a member is in default of payment of dues or other obligations undertaken with the Society, after demand, such a hearing shall not be required for suspension or expulsion, or other disciplinary actions.
Section 4.06. Application.
The disciplinary process outlined in this Article, or another process adopted by the Board of Directors, may be applied to sponsors, exhibitors and others who participate in the activities and programs of the Society.
Section 5.01. Fiscal Year.
The fiscal year of the Society shall be January 1 - December 31 but may be changed by resolution of the Board of Directors.
Section 5.02. Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 5.03. Deposits and Accounts.
All funds of the Society, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the Chair or by any other officer or officers or agent or agents of the Society, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Society, checks, drafts, and other orders of the Society may be endorsed, assigned, and delivered on behalf of the Society by any officer or agent of the Society.
Section 5.04. Investments.
The funds of the Society may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 5.05. Grants and Scholarships.
Policies and procedures for distributing scholarship aid and grants shall be established in accordance with IRS regulations. Specifically, scholarship and grant decisions will be made without regard to the race or employment status of prospective recipients. Relatives of members of the selection committee will not be eligible to apply for scholarships or grants. Scholarship aid will be limited to covering tuition and fees at an approved educational institution or fees, books, supplies and equipment that are required of all students for courses at an approved educational institution. Grants for fees, travel, lodging, and board may also be made to individuals seeking to attend SVC tutorials and/or other SVC activities.
Section 5.06. Property and Disposition of Funds.
The Society shall be entitled to immediate possession of any and all property of the Society in the custody of a member of the Society upon that member's resignation or otherwise ceasing to be a member. No part of the income or assets of the Society shall be divided among the members in any manner. In case of the dissolution of the Society, the Board of Directors shall distribute any funds, securities, or other assets to or among any recognized 501(c), chartered, non-profit, educational institutions engaged in research or instruction in the art of vacuum technology as applied to coating, at its sole discretion.
Section 5.07. Books and Records.
Correct books of account of the activities and transactions of the Society shall be kept at the office of the Society or a location approved by the Board of Directors. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Society, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Society. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
CONFLICTS OF INTEREST
Section 7.01 Existence of Conflict, Disclosure.
Directors, officers and employees of SVC should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Society. A conflict of interest may exist when the direct, personal, financial, or other interest(s) of any director, officer or staff member competes or appears to compete with the interests of the Society. If any such conflict of interest arises the interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.
Section 7.02 Nonparticipation in Vote.
The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Board is meeting. However, the person may be permitted to provide the Board with any and all relevant information.
Section 7.03 Minutes of Meeting.
The minutes of the meeting of the Board shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.
Section 7.04 Annual Review.
A copy of this conflict of interest statement shall be furnished to each director or officer who is presently serving the corporation, or who hereafter becomes associated with the corporation. This policy shall be reviewed annually for information and guidance of directors and officers and staff members, and new officers and directors and staff members shall be advised of the policy upon undertaking the duties of their offices.
Proceedings of the Annual Technical Conference will be published. The Board of Directors may exercise their discretion in selecting papers for inclusion in the proceedings. It is the intention of the Society to own copyright for all papers in the proceedings except for papers funded by the government. Papers may be submitted for republication to such technical journals or others as deemed advisable by the Board of Directors. Proper copyright transfer forms shall be obtained from authors before presentation.
AMENDMENTS TO BYLAWS
These Bylaws may be amended by a vote of two-thirds of the members of the Board of Directors present at any regular or special meeting of said committee provided that such amendments do not conflict with the Constitution.
ANTITRUST POLICY STATEMENT
The Society of Vacuum Coaters consists of members of the vacuum coating and associated industries and was incorporated in 1985 under the non-profit corporation law of the District of Columbia. The SVC is not intended to become involved, and will not become involved, in the competitive business decisions of its member companies, nor will take any action which would tend to restrain competition in the vacuum coating industry.
Nevertheless, it is recognized by the Board of Directors of SVC that the Society and its varied activities could be regarded by some as a forum or opportunity to promote anti-competitive conduct. For this reason, the Board of Directors has taken this occasion, through this statement, to make clear its unequivocal support for the policy of competition served by the antitrust laws as well as its uncompromising intent to comply strictly in all respects with those laws.
In addition to the Society's firm commitment to the principle of competition served by the antitrust laws, the penalties which may be imposed upon both the Society and its individual and corporate members involved in any violation of such laws, are now so severe that good business judgement demands that every effort be made to avoid any such violation. Certain violations of the Sherman Act, such as price-fixing, are felony crimes for which individuals may now be imprisoned for up to three (3) years or fined up to $100,000 or both, and corporations can be fined up to $1,000,000 for each offense. In addition, treble damage claims by private parties (including class actions) for antitrust violations are extremely expensive to litigate and can result in judgments of a magnitude which could destroy the Society and seriously affect the financial interests of its individual members.
It shall be the responsibility of every member of SVC to be guided by SVC's policy of strict compliance with the antitrust laws in all SVC activities. It shall be the special responsibility of Society officers, committee chairmen and officers to ensure that this policy is known and adhered to in the course of activities pursued under their leadership.
To assist the SVC staff and all its officers, directors, committee chairmen and conference officers in recognizing situations which may raise the appearance of any antitrust problem, the Board will as a matter of policy furnish to each of such persons, copies of the Society's General Rules of Antitrust Compliance.
Antitrust compliance is the responsibility of every SVC member.
General Rules of Antitrust Compliance
The following rules are applicable to all SVC activities and must be observed in all situations and under all circumstances, without exception or qualification other than as noted below.
- Neither SVC nor any committee, product section, conference or activity of SVC shall be used for the purpose of bringing about, or attempting to bring about, any understanding or agreement, written or oral, formal or informal, expressed or implied, among competitors with regard to prices, terms or conditions of sale, discounts, distribution, volume of production, territories or customers.
- No SVC activity or communication shall include discussion or action, for any purpose or in any fashion, of prices or pricing methods, production quotas or other limitations on either the timing or volume or production of sales, or involve allocation or territories or markets or customers in any way.
- No SVC committee or conference shall undertake any activity which involves exchange or collection and dissemination among competitors, of any information regarding prices, pricing methods, costs of production, or of labor or sales or distribution or individual company financial statistics of any kind.
- No SVC activity or communication shall include any discussion or action which might be construed as an attempt to prevent any person or business entity from gaining access to any market or to any customer for goods or services, or to prevent or boycott any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.
- No SVC activity or communication shall include any discussion or action which might be construed as an agreement or understanding to refrain from purchasing any raw materials, equipment, services or other supplies from any supplier.
- Neither SVC, nor any committee or conference thereof, shall make any effort to bring about the standardization of any product or method of manufacture or certification of any product or program, for the purpose of preventing the manufacture or sale of any product not conforming to a specified standard or which would tend to have the overall effect of either lessening competition or resulting in a degree of price stabilization.
- No person or company shall be unreasonably excluded from SVC membership or participation in any SVC activity, committee, product section or conference, where such exclusion may impair such person's or company's ability to compete effectively in the vacuum coating industry.
- Society speakers and authors of conference papers shall be informed of the need to comply with the Society's antitrust policy in the preparation and presentation of their papers.
- In informal or social discussions at the site of a SVC meeting, which are beyond the control of its officers and chairmen, all representatives are expected to observe the same standards of personal conduct required of the Society in its compliance with these antitrust guidelines. In addition, copies of the foregoing Antitrust Policy Statement and General Rules of Antitrust Compliance will be printed in SVC Directories.
This policy statement is intended solely to guide the operations of the SVC. It is not intended, nor should it be used, to guide or instruct individual members in the proper compliance with antitrust laws, which may vary from time to time and from state to state. It is not one of the functions of the SVC to provide legal advice to any member. Any member with antitrust questions should retain legal counsel with particular expertise in this field of law.