Statement of Compliance

All meetings, working groups and communications will be open to all Members and any records thereof will be non-confidential and available for inspection by any Member.  The Members acknowledge that discussing any commercially sensitive topics, including costs, volumes, inventories, sales level methods, channels of distribution, access to future products, markets, current or future prices, profitability, contract pricing or trading terms is prohibited. The Members of PRISME will strictly comply with all laws relevant to their activities, including US state and federal anti-trust laws and European competition laws.

PRISME Forum Obligations of Members

Each Member of PRISME agrees to:

1. Attend and participate in at least one meeting per year;
2. Abide by the rules and intent of the Organizational Charter;
3. Vote on issues submitted to the Membership by the Chair;
4. Conduct himself or herself in a manner that respects diversity among the Members;
5. Not disclose any commercially sensitive information or information that may be deemed confidential by the Member’s company or any supplier to, or customer of, the Member’s company;
6. Pay all dues owing from their Membership;
7. Pay for all costs of transportation, lodging and other individually incurred costs as a result of participation in PRISME activities and meetings;
8. Delegate attendance at any meetings of the Membership may occur only with prior approval by the Chair. Member participation is encouraged;
9. Meet agreed commitments and deadlines;
10. Respond promptly to communications from other members.

Membership rights of Members may be terminated by the Chair for repeated failure to meet the above obligations.  Members may terminate their own participation in PRISME immediately upon notice to the Chair. In neither instance will any portion of the Member’s dues be refunded, however, dues are transferable to another qualified person within the same company as the terminated Member.

PRISME Forum Member Rights

Each Member in good standing of PRISME will be entitled to:

1. Attend and participate in semi-annual meetings and all other activities sponsored by PRISME;
2. Vote on all issues submitted to the Membership by the Chair for decision;
3. Receive all documentation and materials made generally available at meetings and in working groups;
4. Delegate attendance and participation in any PRISME working groups;
5. Receive the results of any informal benchmarking activities in which they choose to participate.

PRISME Forum Dues and Contributions

PRISME will collect revenues only to the extent necessary to defray the costs of its meetings and activities.  Annual dues will be proposed by the Chair and voted upon by the Membership.  Contributions may be solicited in appropriate circumstances from vendors participating in meetings or other activities to defray operating expenses directly related to such vendor’s participation.  PRISME is not organized to generate a profit and no part of its earnings, if any, will benefit any member or member company.

Voting

Any official decision or action of PRISME will be presented to the Membership by the Chair for voting on the basis of one vote per dues paying member or members emeritus.  Voting may occur at semi-annual meetings and/or via electronic mail.  Decisions will be made by majority vote provided a quorum of two-thirds of the Members participates in the vote.  In the case of voting via electronic mail, Members will have five business days in which to cast their vote by return electronic mail.  A quorum will have been established when two thirds of the Members have cast their vote by the end of the fifth business day. If at the end of the fifth business day no such quorum has been obtained, the vote will not be effective.

TERMINATION

PRISME will continue to operate indefinitely unless terminated by vote of two-thirds of the Members or by declaration of insolvency by the Chair. Upon termination, the Secretary/Treasurer will liquidate any assets, pay all legal debts, and donate the balance of funds to a charitable organization selected by the Chair that is qualified under section 501(c)(3) of the Internal Revenue Service code. No payment or refund of dues will be made to any Member or Officer as a result of termination except for reimbursement of expenses incurred on behalf of PRISME in the normal course of its business.