Good Standing Policy

Adopted, 5 June 2017

Effective, 1 July 2017

In order to enable the financial stability and efficiency of the Foundation, and in order to ensure consistent treatment of members, and pursuant to Section 3.6(b) of the Bylaws, the following rules shall apply:

1.  All invoiced membership fee amounts must be paid within seventy-five days of invoice due date in order to remain in good standing and maintain full privileges as a member.

2.  If any invoiced amount remains outstanding sixty days after the invoice due date, the Foundation shall send a notice to the business contact of such member as last communicated to the Project, by first class or certified mail (“Notice”), that its participation rights, and the voting privileges of its Director representative(s), if any, will be suspended on the later of seventy-five days after invoice due date or fifteen days after the date of such Notice (“Suspension Date”) if such invoice has not been paid in full on or prior to such date.

3.  If any such invoiced amount remains outstanding on the Suspension Date, or the member has not proposed, and the Foundation has not accepted, an agreement resolving the payment failure by such date, the member is no longer in good standing, and on such date the voting privileges of the member, and if such member is represented by an individual(s) on the Board of Directors, the voting privileges of such individual(s) on the Board of Directors, shall automatically be suspended.

4. If any such invoiced amount remains outstanding after ninety days of invoice due date, the Foundation shall send a Notice to such member that its membership will be terminated on the later of one hundred and five days after the invoice due date or fifteen days after the date of such Notice (“Termination Date”) if such invoice has not been paid in full prior to or as of such date.

5.  If any such invoiced amount remains outstanding on the Termination Date, or the member has not proposed, and the Foundation has not accepted, an agreement resolving the payment failure by such date, the membership of such member shall automatically terminate.

6.  A member that has proposed and been permitted to make payments under an agreement resolving the payment failure as described above may be terminated by the Foundation on fifteen days’ notice if such member at any time is more than thirty days overdue in making a payment under that agreement.

7.  If approved by the affirmative vote of a majority of the Directors then in office, a member terminated for non-payment of invoiced amounts may apply to reinstate its membership. However:

(a)  Its current membership year shall remain unchanged;

(b)  Its membership rights, including any right it may have to nominate or appoint an individual(s) to serve on the Board of Directors, shall not commence until it has paid in full all previously invoiced amounts, and additional amounts, if any, invoiced thereafter; and

(c)  Unless its reinstated membership is at a level that permits it to appoint an individual to represent it on the Board of Directors, it shall not be permitted to resume any representation it may have had on the Board of Directors, unless approved by a vote of the Board of Directors.

8.  For the avoidance of doubt, this policy does not trigger a suspension or termination of any At Large Director (including the TAB representative) if his or her employer’s membership is suspended or terminated.

9.  A terminated member shall remain obligated to pay all outstanding amounts whether or not it applies for reinstatement, provided, however, that with the approval of the Board of Directors, a member applying for reinstatement as a member at a lower level of membership may be permitted to pay all outstanding amounts in full, and apply the excess to member fees owing with respect to future years of membership.