Charter of Afinis Interoperability Standards
Effective Sept. 6, 2018
The name of the Emancipated Group is Afinis Interoperability Standards and the purposes of Afinis Interoperability Standards are set forth herein. This Charter governs the powers of Afinis Interoperability Standards and of its members and directors and officers, and all matters concerning the conduct and regulation of the affairs of Afinis Interoperability Standards.
The principal office is 2550 Wasser Terrace, Suite 400, Herndon, VA 20171.
The personal pronoun "he" or possessive pronoun "his," when appropriate, shall be construed to mean "she," "it," "her," or "its."
Afinis Interoperability Standards is an Emancipated Group within the National Automated Clearing House Association (NACHA) as that term is defined in the NACHA Bylaws, administered by NACHA. Since NACHA is a Delaware non-stock corporation, the general corporate law of Delaware shall apply. Membership in Afinis Interoperability Standards does not also constitute membership in NACHA.
The purposes of Afinis Interoperability Standards are to: (a) promote a standardized electronic infrastructure and interoperable interface for the transmission of financial and other data among members of the financial services industry and companies that do business with or through the financial services industry; (b) conduct research, including cooperative research with government agencies, to identify, select, and augment standards for technology for such standardized electronic infrastructure and interoperable interface; and (c) promote among such members the acceptance of such standardized electronic infrastructure and interoperable interface.
2.1 Membership Candidates.
Any individual, firm, partnership, corporation, unincorporated association, or governmental body (a "Person") with a stated interest in promoting the cause of Afinis Interoperability Standards may apply for membership in Afinis Interoperability Standards. No Person shall be admitted as a Voting Member if an Affiliate of such Person is a Voting Member of Afinis Interoperability Standards. An "Affiliate" shall mean any company that, directly or indirectly, Owns, is Owned by, or is under common Ownership with, a Member. "Ownership," "Owned" or "Own" shall mean ownership of, or owning at least twenty percent (20%) of the outstanding shares of an entity. Afinis Interoperability Standards does not restrict membership on the basis of race, color, sex, handicap, religion, national origin, or sexual orientation.
2.2 Classes of Membership.
Afinis Interoperability Standards shall have two classes of members: Voting Members and Non-Voting Members (together, the "Members"). Afinis Interoperability Standards may determine to admit members to the class of Non-Voting Members on an ad hoc basis by a majority vote of the Afinis Interoperability Standards Governing Board.
2.3 Admission to Membership.
Any Person wishing to become a Member shall make written application to Afinis Interoperability Standards. The application, accompanied by the applicable membership dues and a subscription to this Charter and a Membership Agreement in forms approved by the Afinis Interoperability Standards Governing Board and NACHA, shall be signed by the applicant and submitted to Afinis Interoperability Standards.
Afinis Interoperability Standards shall hold an annual meeting of its Members, and shall hold any regular meetings asrequired by the Members. Special meetings of the Members may also be held as deemed necessary. The time andplace of these meetings are determined by the Afinis Interoperability Standards Governing Board.
2.5 Notice of Meetings.
A written notice of each meeting of Members, stating the place, date and time and the purposes of the meeting, shall be given not less than ten (10) days before the meeting to each Member entitled to vote thereat and to each other Member, by leaving such notice with him or at his residence or usual place of business, or by mailing it, sending via email, addressed to such Member at his address as it appears in the records of Afinis Interoperability Standards. Whenever notice of a meeting is required, such notice need not be given to any Member if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting.
At any duly called meeting of the Members, a third of the Voting Members in good standing (whether present in person or duly represented) and entitled to vote on the action proposed at the meeting shall constitute a quorum, except when a larger quorum is required by law, or by this Charter. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
2.7 Action by Vote.
Each Voting Member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by the Voting Members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law or this Charter.
2.8 Action by Writing or by eMail.
Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if a majority of all Voting Members entitled to vote on the matter consent to the action in writing or email and the written or email consents are filed with the records of the meetings of the Members. Such consent shall be treated for all purposes as a vote at a meeting. Afinis Interoperability Standards shall give prompt notice to all Members of the taking of any corporate action by written consent.
Members entitled to vote may vote either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
3 AFINIS INTEROPERABILITY STANDARDS GOVERNING BOARD
The Afinis Interoperability Standards Governing Board shall create and adopt or modify Membership Rules of Afinis Interoperability Standards. Membership Rules or modifications to such shall be adopted by majority vote of the Directors of the Afinis Interoperability Standards Governing Board. The Afinis Interoperability Standards Governing Board shall also establish member dues in order to maintain a balanced financial budget in consultation with NACHA. Such budget shall align with the annual business plan in support of Afinis Interoperability Standards initiatives. The daily affairs of Afinis Interoperability Standards, including the authorization to sign contracts on behalf of Afinis Interoperability Standards, shall be managed by the Executive Director, who shall be hired by NACHA in consultation with the Afinis Interoperability Standards Governing Board.
3.2 Qualification, Number and Election.
In order to qualify as a Director, an individual must be an officer, director, trustee, agency head or deputy head of, or other natural person designated by a Voting Member. No two Directors may be officers, directors, trustees, employees, partners, or designees of the same Voting Member. The Executive Director of Afinis Interoperability Standards shall also be a non-elected, voting Director of the Afinis Interoperability Standards Governing Board.
3.2.2 Number, Election and Classes.
The Afinis Interoperability Standards Governing Board shall consist of not fewer than three (3) and not more than fifteen (15) individuals. The Afinis Interoperability Standards Governing Board may from time to time enlarge or otherwise fix the number of Directors. Directors shall be elected at the annual meeting of the Members, or at any meeting held in lieu thereof. Directors shall serve staggered three (3) year terms as determined by the Afinis Interoperability Standards Governing Board. Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of Members or special meeting in lieu thereof after their election and until their successors are duly elected and qualified.
3.3 Term of Office; Vacancies.
Each Director shall hold office until the annual meeting of Directors, or special meeting in lieu thereof, at which his successor is elected, and until his successor is duly elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. If a Director fails to attend 3 consecutive meetings of Directors, that Director shall be deemed to have resigned his or her position on the Afinis Interoperability Standards Governing Board and the seat shall be deemed vacant. If a Voting Member withdraws its designation of a person to serve on the Board of Directors, if the designated person ceases employment or other affiliation with the Voting Member, or if a Voting Member having designated such a person later ceases to be a Voting Member, then such person shall be deemed to have resigned his or her position on the Afinis Interoperability Standards Governing Board, effective immediately upon such event. In the event that the designated person of a Voting Member ceases employment or other affiliation with the Voting Member, the Voting Member shall notify Afinis Interoperability Standards as soon as practicable. Such Voting Member shall have forty-five (45) days from the date of notification to nominate another representative for the Board's consideration. If a Voting Member fails to notify Afinis Interoperability Standards of its representative's cessation of employment or other affiliation, Afinis Interoperability Standards may request the Voting Member in writing to nominate another representative and the Voting Member shall have forty-five (45) days from the date of such request to present a nomination for the Governing Board's consideration.
Absent nomination of a replacement representative by the Voting Member in accordance with this Section 3.3, the Afinis Interoperability Standards Governing Board shall nominate a candidate to fill the Board vacancy. Any vacancy in the Afinis Interoperability Standards Governing Board, including a vacancy resulting from the enlargement of the Board, may be filled by the affirmative vote of a majority of the Directors, whether or not a quorum. Any Director so chosen to fill a vacancy shall hold office until such Director's successor shall have been duly elected and qualified at the next election of Directors by Members, at which time a Director to serve the remaining term shall be elected following the procedures then in effect for the election of Directors.
3.4 Committees and Working Groups.
The Directors may elect or appoint one or more committees and may delegate to any such committee or committees or to such other persons as appropriate any or all of their powers, provided that any committee to which the powers of the Directors are delegated shall consist solely of Directors. The members of any committee shall remain in office at the pleasure of the Directors. The Afinis Interoperability Standards Governing Board may appoint one or more standing or ad hoc Working Groups to be composed of Members to be responsible for Afinis Interoperability Standards’ specific undertakings. Each Working Group shall operate under the direction of the Afinis Interoperability Standards Governing Board.
3.5 Meetings of the Directors.
The Directors shall meet annually immediately following the annual meeting of the Members. Other regular or special meetings of the Afinis Interoperability Standards Governing Board may be held at such places and at such times as the Directors may determine.
3.6 Notice of Meetings.
Notice of the time and place of each meeting of the Directors, specifying the business to be conducted, shall be provided to Directors at least ten (10) business days (or in the case of an emergency meeting, at least three (3) business days) before the meeting.
At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
3.8 Action by Vote.
When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including election of officers, unless otherwise provided by law or this Charter. Directors may not vote by proxy.
3.9 Action by Writing or by eMail.
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing or email and the written or email consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.
3.10 Presence through Communications Equipment.
Unless otherwise provided by law or this Charter, members of the Afinis Interoperability Standards Governing Board may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
4.1 Number and Qualification.
The officers of Afinis Interoperability Standards shall be a Chairperson, Vice Chairperson, Secretary, and the Executive Director, an individual appointed by NACHA, and such other officers, if any, as the Directors may determine. A person may hold more than one office at the same time.
The Chairperson, Vice Chairperson, and Secretary shall be elected annually by the Directors at their first meeting following the annual meeting of the Members. Other officers, other than the Executive Director, if any, may be elected by the Directors at any time.
The Chairperson, Vice Chairperson, and Secretary shall each hold office until the first meeting of the Directors following the next annual meeting of the Members and until his successor is chosen and qualified, and each other officer shall hold office until the first meeting of the Directors following the next annual meeting of the members unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified.
The Chairperson and Vice Chairperson shall perform those duties that are usual to their positions. In addition, the Chairperson shall preside at all meetings of the Members and Directors except as the Directors shall otherwise determine, and shall have such other powers and duties as may be determined by the Directors. The Vice Chairperson also presides at such meetings in the absence of the Chairperson. The Executive Director shall be an employee of NACHA and shall have general charge and supervision of the affairs of Afinis Interoperability Standards, with responsibility for the activities and programs of Afinis Interoperability Standards, with guidance from the Afinis Interoperability Standards Governing Board. The Executive Director or Secretary shall also have responsibility of maintaining records of all proceedings of the Members and Directors. If any of said Officers are absent from any meeting of Members or Directors, a temporary officer chosen by the remaining officers to exercise the duties of those absent.
5 RESIGNATIONS, REMOVALS AND VACANCIES
Any Director or officer may resign from their designated role at any time upon written notice or email delivered to the Chairperson of the Board, if any, and to the Executive Director at Afinis Interoperability Standards’ principal office.
A Director may be removed for cause by the vote of a majority of the Directors then in office. An officer may be removed for or without cause by the vote of a majority of the Directors then in office. A Director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.
The Directors shall elect a successor if any office becomes vacant. Each such successor shall hold office for the unexpired term and until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed, or becomes disqualified. The Members and the Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
6 COMPENSATION; PERSONAL LIABILITY; INDEMNIFICATION
No Member or Director shall receive any compensation for his services with the exception of the Executive Director. However, any Member or Director may be reimbursed for necessary expenses incurred by him in the performance of his duties as a Member or Director, subject to such documentation as may be required by Afinis Interoperability Standards or by law. Afinis Interoperability Standards may pay reasonable compensation to contractors and consultants (other than Members), including without limitation, employees of and contractors and consultants to the Afinis Interoperability Standards Governing Board, Working Groups, and other committees appointed by the Afinis Interoperability Standards Governing Board from time to time.
6.2 No Personal Liability.
The Members, Directors and officers of Afinis Interoperability Standards shall not be personally liable for any debt, liability or obligation of Afinis Interoperability Standards.
In consideration for the opportunity to join and participate in Afinis Interoperability Standards, each Member waives and discharges any and all rights that the Member or any of its affiliates may now or in the future have to pursue any right, claim or cause of action, enforcement of any obligation or liability to it, recovery of any loss or other damage, or any other form of relief, by litigation, arbitration or any other means, resulting from any action or inaction of such person(s) in connection with activities of Afinis Interoperability Standards. In the event a Member resigns from or otherwise terminates its membership in Afinis Interoperability Standards, this waiver shall continue indefinitely in full force and effect with respect to any such action or inaction occurring while such former Member was a Member of Afinis Interoperability Standards.
Amendments to this Charter may be made at any meeting of Afinis Interoperability Standards by a two-thirds (2/3) vote of voting Members of Afinis Interoperability Standards. Notice of the proposed amendments shall be provided to all Afinis Interoperability Standards Members at least thirty days in advance of the vote. Amendments are subject to review and ratification by NACHA.
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(c) 2018. NACHA. All Rights Reserved.