HDPユーザーグループ・インターナショナルの細則

(As Amended 15 10月 2024)

第1条

名称および事務所

Section 1. NAME. The Corporation shall be known as HDP User Group International, Inc.

Section 2. OFFICES. The principal office of the Corporation in the State of Texas shall be located in the City of Round Rock, County of Williamson. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.

The Corporation shall be a nonprofit Corporation and is not empowered to engage directly or indirectly in any activity, including distribution of its assets upon dissolution, that would invalidate its status as an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code”), by virtue of being an organization described in Section 501(c) of the Code. All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law.

第2条

メンバー企業

Section 1. Membership. Membership of the Corporation shall be limited to individuals or entities involved in the use, sale or manufacture of electronic and opto-electronic components and materials. Any person or entity involved in the use, sale and/or manufacture of electronic and opto-electronic components, equipment, services, or materials may become a member of the Corporation upon payment of the applicable membership dues as stipulated herein. Persons or entities involved in the “use” of electronic or opto-electronic components may be referred to herein as “user(s)”. Persons or entities involved in the sale or manufacture of electronic or opto-electronic components or materials may be referred to as “supplier(s)”. After receiving payment for membership dues, the new member shall be classified into one of the following classes of membership by the Executive Director with oversight by the Board of Directors:

a. Executive. Executive members are those members who play a significant leadership role in the affairs of the Corporation and are entitled to appoint one (1) representative to a seat on the Corporation’s Board of Directors except as otherwise provided herein. The dues for Executive members shall be Ten Thousand Dollars ($10,000.00) per year, in addition to Regular-A or Regular-B member dues described in the following subparagraphs. The number of Executive members will be limited to 10, and at no time can the number of Supplier Executive members exceed the number of User Executive members.

b. Regular-A. Regular-A members are member companies with annual revenue of Fifty Million Dollars US ($50,000,000.00) or more. Regular-A members have all of the rights of a regular member, including the right to attend all member meetings and vote. The dues for Regular-A members shall be Eighteen Thousand Seven Hundred Dollars US ($18,700.00) per year payable annually.

c. Regular-B. Regular-B members are member companies with annual revenue of less than Fifty Million Dollars US ($50,000,000.00) have all of the rights of a regular member, including the right to attend all member meetings and vote. The dues for Regular-B members shall be Nine Thousand Three Hundred Fifty Dollars US ($9,350.00) per year payable annually.

第2項メンバーシップ・ガイドライン　取締役会は、その裁量により、当社(HDP)の成功のために必要とみなされるメンバーシップに関する規則およびガイドラインを適宜定めることができます。

Section 3. Additional Membership Dues.. If deemed necessary by a vote of a two-thirds (2/3) majority of the Board of Directors, all members shall be required to pay an additional dues assessment to continue the functioning of the Corporation. All dues assessments shall be paid by all members as proportionally assessed.

第4項年次総会　メンバー企業の年次ミーティングは、取締役会の決議によって定められた日時と場所で開催されるものとします。

第5項臨時総会　メンバー企業の臨時ミーティングは、エグゼクティブ・ディレクター、取締役会、または投票権を有する会員の25％以上を構成するメンバー企業によって、いつでも招集することができます。

Section 6. Quorum. At any meeting of members, fifty-one percent (51%) of the voting members represented in person, or by telephone conference or online, shall constitute a quorum for the transaction of business. If less than fifty-one percent (51%) of the voting members are present at said meeting, a majority of those votes present may adjourn the meeting from time to time without further notice.

第7項招集および通知　メンバーミーティングの開催場所と日時を記載した通知書は、そのメンバーミーティングにて投票権を有する各メンバー企業に、そのメンバーミーティング開催日の 30 日前までに届けられなければなりません。臨時メンバーミーティングの場合、または法令もしくは本細則によって要求された場合には、招集通知にその目的を明記しなければなりません。

第8項議長　取締役会の議長、および議長が不在の場合はエグゼクティブ・ディレクターが、すべてのメンバーミーティングにおいて議長を務めるものとします。

Section 9. Voting. A majority of votes cast at a meeting at which a quorum is present shall be decisive of any election or motion, except as otherwise provided herein. As used in these Bylaws, voting members shall refer to Executive members, Regular-A members and Regular-B members. Except as otherwise provided herein, Regular-A and Regular-B members shall have no right to vote in any election of the Board of Directors or on any motions or actions taken by the Board at their meetings.

Section 10. Action Without Meeting. Any action which may be taken at a meeting of the members or the Board may be taken without a meeting if authorized in writing or by email of voting members holding seventy-five percent (75%) of the votes of the members or the Board.

Section 11. Withdrawal. A member may withdraw from the Corporation at any time upon thirty (30) days written notice to the Board of Directors. Upon such withdrawal, such member shall no longer be a member, shall forfeit all amounts previously paid hereunder and shall not be entitled to any benefits or rights otherwise provided to members except such withdrawing member may continue to use the information obtained as a member after such member withdraws, but such withdrawal shall not relieve the member so withdrawing of the obligation to pay any dues, assessments or other charges there-to-fore accrued and unpaid.

Section 12. Deprivation or Suspension of Membership. The Board of Directors may, by a majority vote of those present at any regular or specially constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues and may, by affirmative vote of two-thirds of all of the members of the board, suspend or expel a member for cause after an appropriate hearing.

Members who fail to pay their dues, fees and assessments within thirty (30) days from the time they became due shall be notified and, if payment is not made within the next succeeding sixty (60) days, shall be reported to the Board for appropriate action.

Section 13. Rights Pending Suspension or Deprivation of Membership. Any member receiving a notice of proposed deprivation or suspension of membership under Section 12, and not correcting the problem in the next 30 days, shall be subject to the action specified by the majority of the Board Members, including loss of membership and all rights and privileges of membership.

第14項メンバーシップの停止または剥奪後の権利　メンバーシップの停止または剥奪を受けたメンバー企業は、もはやメンバー企業ではなく、初期費用、年会費、賦課金および／または違約金を含むがこれらに限定されない本契約に基づき過去に支払った全ての金額を喪失し、かつメンバー企業に別途提供されるいかなる利益または権利も与えられないものとします。

第15項技術情報

a. Disclosure and Use of Technical Information. Members agree not to disclose any confidential information identified as confidential and received through participation in HDP User Group to any third party and to restrict disclosure of such confidential information to employees, customers, and subcontractors who have a need to know same for purposes of company related work, using the same degree of care, but no less than reasonable care, as it uses to protect like information of its own that it does not wish disclosed. This obligation shall extend for a period of three (3) years from completion of the project or activity disclosing the information unless released earlier by the Board of Directors. A member that furnishes technical information in connection with the business of the Corporation to another Member or the Project Team shall do so with reasonable care but shall not be responsible for possible errors. It is the Member who uses such information and is accountable.

b.ライセンスと特許　いかなるメンバー企業の特許権または著作権に基づくライセンスも認められません。また、メンバー企業はその義務を負いません。

c. Notification of Technical Information. In the event a representative directly involved with the Corporation furnishes technical information to another Member or the Project Team and such representative knows, but without imposing any obligation or inquiry or investigation or search of any kind whatsoever, that licenses under patents (inclusive of patent applications) owned by the furnishing Member or third parties are necessary for the use of such information. Such representative shall inform the other Members thereof. The furnishing Member shall not incur any liability or obligation for failing to notify the other Members of such patents or patent applications.

第3条

取締役会

Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. The Chairman of the Board and, in his absence, the Vice Chairman shall preside at all meetings of the Board of Directors.

Section 2. Restrictions on Powers. No part of the money or other property received by the Corporation from any source, including its operations, shall inure to the benefit of or be distributable to its members, members of its Board of Directors, officers, or other private persons; except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes of the Corporation.

Section 3. Number. The number of Directors shall be at least 3 appointed by executive members but shall not exceed 12 and shall include the Executive Director ex-officio, a maximum of 10 directors appointed by the Executive members, and the immediate past Executive Director, who is subject to approval by the Board of Directors, shall serve as a non-voting director emeritus. The majority of the appointed directors shall be representatives from “user” Executive members to serve as provided in Section 4. For purposes of these Bylaws, a member that is both a supplier and a user shall be considered to be a user organization if its internal use of products in which the corporation’s technologies are incorporated (i.e., integrated circuits, MCM) dominates over its supply of such products to third parties.

第4項在任期間　各取締役は、後任者が正式に任命されて適格となるまで、または死亡、辞任、もしくは解任されるまで在任するものとします。

Section 5. Regular Meetings. The Board of Directors shall hold a regular annual meeting during each fiscal year and determine the attendees at every meeting. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without any notice other than such resolution. Regular meetings of the Board held online shall be considered official meetings as long as a quorum is present and recognized.

Section 6. Other Regular Meetings. The Board of Directors may provide by resolution the time and place for holding additional regular meetings of the Board without notice other than such resolution. Other Regular meetings of the Board held online shall be considered official meetings as long as a quorum is present and recognized.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, Executive Director, or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them. Special Meetings of the Board held online shall be considered official meetings as long as a quorum is present and recognized.

Section 8. Notice. The notice or waiver of notice of any meeting of the Board need not specify the business to be transacted at, nor the purpose of, such meeting unless specifically required by law or these Bylaws. Notice of any special meeting of the Board of Directors shall be given at least five days in advance by written notice or email to each Director.

Section 9. Quorum. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the voting Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 10. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a more significant number is required by law or by these Bylaws.

第11項デッドロックまたはインパッシブ（行き詰まり）　第10項取締役の投票に行き詰まりが生じた場合、取締役会長または取締役会長が欠席の場合は副会長が、そのような行き詰まりを打開するための追加票を投じる権利を持つものとします。

Section 12. Vacancies. If a Director who is a representative of an Executive member resigns or is unable or unwilling to complete his term as Director, such Executive member shall be entitled to appoint a new representative as Director to fulfill the term of the Resigning Director. A Director elected to fill a vacancy shall be appointed for the remaining term of the vacated position.

Section 13. Compensation. Directors shall not receive any stated salaries for their services. Still, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Still, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation, therefore.

Section 14. Informal Action by Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if consent in writing or by email, setting forth the action so taken, shall be signed by all of the voting Directors.

第4条

役員

第1項役員　当社の選任役員は、取締役会長、副会長、書記役、および出納役とします。また、取締役会は、適切と思われるその他の役員を選出することができます。本細則に権限と任務が規定されていない役員は、取締役会が適宜定める権限を有し、任務を遂行するものとします。取締役会長および書記役を除き、2つ以上の役職を同一人が兼任することができます。

Section 2. Term of Office. Each elective officer of the Corporation shall be elected by and from among the members of the Board of Directors at the annual meeting of the Board of Directors as designated by the Chairman of the Board and shall hold office for a term of two years and until his successor is elected and qualified or until his death, resignation or removal. Vacancies may be filled, or new offices created and filled at any meeting of the Board of Directors. Election of an officer shall not of itself create contract rights.

Section 3. Chairman. The Chairman of the Board shall be the principal elective officer of the Corporation. Subject to the direction and control of the Board of Directors, the Chairman of the Board shall preside at meetings of the Corporation, and of the Board of Directors. He shall also, at the annual meeting of the Corporation and at such other times as he shall deem proper, communicate to the Board of Directors or the Corporation such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Corporation, and shall perform such other duties as prescribed by the Board of Directors from time to time.

Section 4. Vice Chairman. The Vice Chairman shall perform such duties and have such powers as prescribed by the Chairman of the Board of Directors from time to time. Further, in the absence of the Chairman of the Board or in the event of his or her inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman of the Board and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board.

Section 5. Secretary. The Secretary shall certify the Bylaws, the resolutions of the members, the Board of Directors and committees, and other documents of the Corporation as true and correct copies thereof, and shall have such other duties as prescribed by the Chairman of the Board or the Board of Directors from time to time.

Section 6. Treasurer. The Treasurer shall remain fully advised as to the financial condition of the Corporation and shall regularly report to the Board of Directors on the financial conditions of the Corporation and the adequacy of the accounting records of the Corporation. The Treasurer shall have such other duties as prescribed by the Chairman of the Board of the Board of Directors from time to time.

Section 7. Executive Director. The Board of Directors shall employ or retain a person to serve as the chief executive officer of the Corporation, who shall be responsible for the administration and management of the Corporation. Subject to the approval of the Board of Directors, he shall employ and may terminate the employment of members of the staff as necessary to carry on the work of the Corporation. He shall be present at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws, or by statute to some other officer or agent of the Corporation. He shall manage and direct all functions and activities of the Corporation and perform such other duties as the Board of Directors may prescribe from time to time.

Section 8. Executive Director absence or inability to act. In the absence of the Executive
Director, or in the event of his inability or refusal to act, the Chairman of the Board shall perform the duties of the Executive Director, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Executive Director.

Section 9. Removal. Any officer elected by the Board of Directors may be removed by the Board
whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

第5条

委員会

第1項委員会の設置　取締役会は、在任取締役の過半数によって採択された決議によって、適切と思われる常任委員会または特別委員会を指定することができます。各委員会は、取締役会が指名する者により構成されるものとします。

第2項定足数　委員会を指定する決議において、より多数の出席が要求されない限り、出席した委員を定足数とします。

第3項作為の方法　委員会を指定する決議において、より多数の者の行為が要求されない限り、定足数の出席している会合に出席している委員の過半数の行為を委員会の行為とします。

第4項会議　委員会を指定する決議に別段の定めがない限り、当該委員会は、過半数の投票により、委員長を選び、会合の時間と場所を決め、会合がある場合はその通知を指定し、本細則または取締役会が採択した規則と一致する手続規則を定めることができます。

Section 5. Term of Office.

Each member of a committee shall continue as such until his or her successor is appointed, unless the committee is terminated sooner, or unless such member is removed from the committee, resigns, dies, or ceases to qualify as a member thereof.

Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments
made in the same manner as provided in case of the original appointments.

第7項会合によらない措置　委員会の会合で取ることのできる行動は、その主題に関して投票権を持つ委員会のメンバー全員が、取るべき行動を明記した文書による同意に署名した場合、会合によらずに取ることができるものとします。

第8項電話による出席　委員会の委員は、会議に参加する全員が互いの声を聞くことができる会議電話または同様の通信機器を使って、会議に参加することができます。このような会議への参加は、その会議に直接出席したものとみなされます。

Section 9. Executive Committee. The Board may create an Executive Committee, consisting of two or more members. All Executive Committee members shall serve at the pleasure of the Board of Directors. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. The Executive Committee shall report all actions it has taken to the Board of Directors at the next meeting of the Board of Directors following such actions and shall abide by Texas not-for-profit Corporation statues dealing with Directors and committees.

第6条

総則

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Treasurer and countersigned by the Executive Director or Chairman of the Board of the Corporation.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Use of Funds and Dissolution. The Corporation shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation, and no part of its funds shall inure or be distributed to the members of the Corporation. Upon dissolution of the Corporation, any funds remaining shall be distributed in the manner specified in the Articles of Incorporation of the Corporation.

第5項議事規則　当社のすべての会合は、法律または本細則と矛盾しない限り、ロバート議事法の最新版に記載されている議事法に準拠するものとします。

第7条

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

第8条

会計年度

当社(HDP)の会計年度は、毎年1月1日に始まり、12月31日に終了するものとします。

第九条

免除される活動

本細則の他の規定にかかわらず、当社(HDP)の取締役、役員、従業員、代表者は、1986年内国歳入庁法第501条（c）（6）項およびその規定の現行または今後の改正に基づき免除される組織が行うことが認められない行動を、当社によって、または当社に代わって行うことはできません。

第10条

利益相反

当社とその取締役または役員の一人以上、あるいはその取締役または役員の一人以上が取締役、役員、従業員、または金銭的利害関係を有する他の団体、企業、または事業体との間の契約またはその他の取引は、以下の場合、かかる関係または利害関係を理由として、あるいはかかる取締役または役員がかかる契約または取引を承認、承認、または批准する取締役会またはその委員会に出席したために、あるいは彼または彼女の投票数がその目的のためにカウントされたために無効または無効にできるものではありません。

1 The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of interested directors or officers; or
2 The contract or transaction is fair and reasonable to the Corporation at the time the contract or transaction is authorized, approved or ratified, in light of the circumstances known to those entitled to vote thereon at that time.

The Board of Directors may establish policies and procedures regarding the conflicts of interest from time to time and shall disclose such policies and procedures as required by Texas law.

ARTICLE XI

INDEMNIFICATION

The Corporation shall indemnify any and all of its existing and former directors, officers, employees and agents of the Corporation to the fullest extent permitted under the laws of the State of Texas.

第12条

通知の放棄

非営利法人法の規定、または当社の定款の規程、もしくは細則の規定に基づいて通知を行う必要がある場合、通知を受ける権利を有する個人または個人が署名した書面による権利放棄は、そこに記された時間の前後を問わず、当該通知を行ったものとみなされるものとします。

第13条

細則の修正

本細則は、少なくとも10日前に書面をもって変更、改廃または新細則の採択の意思表示をすれば、定例取締役または臨時取締役会において取締役の過半数をもって改廃し、新細則を採択することができるものとします。