GaAs MANTECH, Inc.
(A Nonprofit Missouri Corporation)
The International Conference on Compound Semiconductor Manufacturing Technology
Or CS MANTECH
BYLAWS
ARTICLE
I
Philosophy and Objective
ARTICLE
II
Registered Office and Agent
ARTICLE
III
Members
ARTICLE
IV
Directors and Officers
ARTICLE
V
Financing
ARTICLE
VI
Indemnification of Directors and Officers
ARTICLE
VII
Amendment of the Bylaws
ARTICLE
VIII
Nonprofit Purpose
ARTICLE
IX
Dissolution
ARTICLE
X
Adoption
GaAs MANTECH, Inc. Bylaws as of February 1, 2012
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ARTICLE I: Philosophy and Objective
1.1 The philosophy of GaAs MANTECH (“the Corporation”) revolves around the premise that standards of
excellence should be achieved in the compound semiconductor manufacturing technology business, and that
creative and aggressive new ideas should be given an opportunity to be expressed and discussed.
1.2 More specifically, the objective of the Corporation is to provide a forum for members of the compound
semiconductor manufacturing community (i.e., educators, producers, and users) to exchange and discuss new
ideas. It is the Corporation’s objective:
1.2.1 To facilitate technical cooperation within the compound semiconductor manufacturing community through
discussions focusing on aspects of compound semiconductor manufacturing technology problems.
1.2.2 To provide compound semiconductor product exhibits to foster better awareness of manufacturing
capabilities within the compound semiconductor manufacturing community.
1.2.3 To encourage active participation in the compound semiconductor manufacturing community by members
of academia and to encourage students to pursue careers in the field of compound semiconductor manufacturing.
ARTICLE II: Registered Office and Agent
2.1 The Corporation shall have and continuously maintain in the State of Missouri a registered office and a
registered agent, whose office is identical with such registered office, as required by the Missouri Nonprofit
Corporation Act, as amended from time to time.
ARTICLE III: Members
3.1 The Corporation shall have no members.
ARTICLE IV: Directors and Officers
4.1 The business and affairs of the Corporation shall be managed by a Board of Directors. The Board of
Directors shall have and is vested with all and unlimited powers and authorities, except as may be expressly
limited by law or by these bylaws, to do or cause to be done any and all lawful things for and on behalf of the
Corporation and to seek the effectuation of its objects and purposes.
4.2 A regular board meeting shall be held annually at a time and place convenient for the majority of the Directors.
The Chairperson of the Board may call for special meetings when it is deemed necessary. Written notice of the
time and place of the meeting and the general nature of business to be transacted at the meeting shall be given at
least ten days prior to the date fixed for the meeting.
4.3 Directors
4.3.1 Definitions
Quorum: The presence, in person or by two-way audio contact, of a majority of the Directors shall constitute a
quorum.
Conference Year: A conference year begins at midnight on the first day after the close of the conference and ends
at midnight after the end of the conference.
4.3.2 The maximum number of the Board of Directors, , shall be set from time to time by a two-thirds majority of
the Board of Directors present at any meeting constituting a quorum. The Board of Directors may fill vacancies on
the board by electing new Directors at any meeting by the Board of Directors constituting a quorum.
4.3.3 Any Director may resign at any time by giving written notice to the Chairperson. The resignation of any
Director shall take effect when the Chairperson accepts such resignation. The term of any director may be
terminated by a two-thirds majority vote of the board members present at any meeting constituting a quorum.
4.3.4 The first term of office for a member of the Board of Directors is two conference years. Any current firstterm member of the board may be re-elected to a second term of three conference years by a majority of board
members present at any meeting constituting a quorum.
4.3.5 The term of any member of the Board of Directors may be extended by an additional two years by a twothirds majority vote of members present at any meeting constituting a quorum.
GaAs MANTECH, Inc. Bylaws as of February 1, 2012
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4.3.6 A position shall be declared vacant if a Board member is not present at any two consecutive meetings
unless he has been excused by the Chairperson.
4.3.7 Actions of the Board of Directors shall be taken by a simple majority vote of the Directors present at a duly
called and convened meeting of the Board of Directors. Any action of the Board of Directors may be taken without
a meeting as expressed in the Missouri Nonprofit Corporation Act. Consent of 80% of the board of directors is
required to approve such action. Such consent may be executed by electronic means by emailing the board of
directors consent to the Secretary. Each director's name at the bottom of an email, or in the email "From" box
constitutes a valid electronic signature".
4.4 Officers
4.4.1 The Officers of the Corporation shall be a Chairperson, a Secretary, and a Treasurer.
4.4.2 Chairperson
The Chairperson shall preside at all of the meetings of the Board of Directors. The Chairperson shall be
responsible for the general and active management of the Corporation and the Chairperson shall carry into effect
all directions and resolutions of the Board of Directors. The Chairperson shall execute all contracts and all other
instruments requiring a seal to be affixed thereto for and in the name of the Corporation. The Chairperson shall
keep in safe custody the seal of the Corporation. The Chairperson shall be responsible for, or shall appoint a
member of the Board of Directors who shall be responsible for, obtaining insurance for the Corporation. At the
end of the fiscal year, the term of the Chairperson expires, whereupon the Chairperson becomes a member of the
Board of Directors with a term to expire at the end of the third conference following the end of his or her term as
Chairperson of the Board of Directors. At the expiration of the Chairperson’s term, he may not be re-elected to a
consecutive term as Chairperson.
4.4.3 Secretary
The Secretary shall record the minutes of the meetings of the Board of Directors. The Secretary shall confer with
the Chairperson on all legal matters affecting the Corporation and its functions. The Secretary shall act as, and
for, the Chairperson in the absence of the latter. The Secretary shall maintain the records of the corporation.
4.4.4 Treasurer
The Treasurer shall record all financial matters relating to the Corporation and submit an annual financial report to
the Board of Directors. The Treasurer shall have responsibility for the safekeeping and investment of, the funds
and securities of the Corporation, with the concurrence of the Board of Directors. The Treasurer shall also have
responsibility for the safekeeping of the books of account and accounting records of the Corporation during his
term of office. The Treasurer is responsible for keeping those financial records of the Corporation in accurate and
auditable form. The Treasurer shall also confer with and advise the Board of Directors on financial matters for
sound operation of the Corporation.
4.5 Election of Officers
4.5.1 Annual elections
Officers of the Corporation shall be elected annually by the Board of Directors
4.5.2 Term of office
Following the annual election of officers, officers will serve as officer-elect until August 1, the beginning of the
corporation’s fiscal year. Officers’ terms shall expire after one year (at the end of the fiscal year)
4.5.3 The Chairperson will submit a list of nominees to the Board of Directors. Additional nominations can be
made by other members of the Board of Directors during the election meeting.
ARTICLE V: Financing
5.1 The Corporation is financed by registration and exhibitors' fees paid by participants and exhibitors in
connection with the annual Conference, contributions from sponsors, and other such revenue providing other such
revenue conforms with all Federal and Missouri laws and regulations governing not-for-profit corporations.
GaAs MANTECH, Inc. Bylaws as of February 1, 2012
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5.2 The financial affairs of the Corporation shall be managed by the Board of Directors. Unless authorized and
documented by the Board of Directors or by the provisions of these bylaws, no Board Member,Officer or
committee member excepting the Chairperson shall have power to enter into or execute any contract. All checks,
drafts or other orders for payment of money, of $1000 or less, in the name of the Corporation shall be signed by
the Corporation Treasurer. All checks, drafts or other orders for payment of money, in excess of $1000, in the
name of the Corporation shall be approved by either the Conference Chair or Chairperson of the Board and
signed by the Treasurer. The Conference Chairperson, having been elected to lead the Executive Committee for
a particular conference, is authorized to enter into contractual commitments for normal expenses associated with
the conference and planning meetings while serving as Conference Chairperson. The Conference Chairperson
should seek advice and consent from the Chairperson of the Board for extraordinary expenditures. The Board of
Directors additionally may authorize the Officers or audit committee chairperson to enter into any contract and to
execute these contracts on behalf of the Corporation.
5.4 Adequate insurance shall be carried by the Corporation to cover all liability, injury, and damage which may
arise in connection with any the Corporation-approved activities. Adequate funds are to be maintained to meet
pre-Conference expenses for the mounting of the next annual Conference and for future contingencies.
ARTICLE VI: Indemnification of Directors and Officers
6.1 The Corporation agrees to indemnify each and all of its Officers and Directors (collectively "Them") against
any liability, judgment, fine, amount paid in settlement, cost and expense (including attorneys' fees) asserted or
threatened against and incurred by them in their capacity as or arising out of their affiliation with the Corporation in
any lawsuit or action brought by any individual(s) or representative(s) of such individual(s).
6.2 The Corporation shall purchase policies of insurance to indemnify its Directors and Officers against all
reasonable expenses incurred by them in defending claims made or suits brought against them as Directors or
Officers and against all liabilities in such claims or suits which arise out of the performance of their duties on behalf
of the Corporation.
ARTICLE VII: Amendment of the Bylaws
7.1 The Board of Directors shall have the power and authority to make, adopt, alter, amend, and repeal all bylaws
of the Corporation at any regular or special meeting at which a quorum is present, by a two-thirds majority vote of
the total members of the Board, provided that the proposed amendments shall have been submitted in writing to
all members of the Board at least ten days prior to the date of the meeting at which the amendment is to be voted
upon.
ARTICLE VIII: Nonprofit Purpose
8.1 The Corporation is formed exclusively for purposes for which a corporation may be formed under the Missouri
Nonprofit Corporation Law of the State of Missouri and not for pecuniary profit or financial gain. No part of the
assets, income, or profit of the Corporation shall be distributable to, or inure to the benefit of, its members,
directors or officers except to the extent permitted under the said Missouri Nonprofit Corporation Law. The
Corporation shall not provide any private service for its members, or take steps which will serve to facilitate the
transaction of specific business by its members or promote the private interest of any member, or engage in any
activities which would constitute a regular business of a kind ordinarily carried on for profit.
ARTICLE IX: Dissolution
12.1 Any dissolution of the Corporation shall comport fully with the requirements of the Missouri Nonprofit
Corporation Act. After the payment of the Corporation’s lawful debts, the remaining assets, if any, shall be
distributed to one or more public benefit corporations, including a foreign corporation that would qualify under
Missouri statutes as a public benefit corporation.
ARTICLE X: Adoption
13.1 By affirmative vote and recommendation of the Board of Directors, these bylaws are adopted as of February
1, 2012.
GaAs MANTECH, Inc. Bylaws as of February 1, 2012
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