SEFA By-Laws

Table of Contents

Article 1. Name 

Article 2. Purpose 

Section 2.1 General Objectives & Scope

Article 3. Membership 

Section 3.1 Classes of Membership
Section 3.2 Election to Membership
Section 3.3 Right to Vote, Hold Office and Receive Membership Benefits
Section 3.4 Use and Display of SEFA Logos and Trademarks

Article 4. Dues 

Article 5. Government 

Section 5.1 O cers
Section 5.2 Board of Directors
Section 5.3 Nomination to the Board of Directors Section 5.4 Duration of Tenure
Section 5.5 Removal of O cers and Directors Section 5.6 Duties of the Chairman
Section 5.7 Duties of the Vice Chairman
Section 5.8 Duties of the Secretary/Treasurer
Section 5.9 Bonding of Officers

Article 6. Committees 

Article 7. Meetings 

Section 7.1 Annual Meeting of the Association
Section 7.2 Special Meetings of the Association
Section 7.3 Quorum at the Meetings of the Association
Section 7.4 Voting by Members of the Association
Section 7.5 Quorum and Voting Annual Meeting of the Association
Section 7.6 Ratification

Article 8. Termination of Membership

Section 8.1 Non-Payment of Dues
Section 8.2 Resignation
Section 8.3 Suspension or Expulsion
Section 8.4 Reinstatement of Membership

Article 9. Interest in Association Funds and Property

Article 10. Dissolution

Article 11. Indemnification of Directors and Officers

Article 12. Rules and Regulations

Article 13. Amendments

SEFA Meetings Policy Statement


 

BY-LAWS
OF THE
SCIENTIFIC EQUIPMENT AND FURNITURE ASSOCIATION

(As Amended November 18, 2016)

Article 1. Name

The name of the Association shall be the SCIENTIFIC EQUIPMENT AND FURNITURE ASSOCIATION.

Article 2. Purposes

Section 2.1 General Objectives and Scope

(a) The association was founded to promote the scientific equipment and furniture industry and to improve the quality, safety and timely completion of laboratory facilities in accordance with customer requirements. The Scientific Equipment and Furniture Association consists of firms, architects, lab planners, consultants and dealers, which have as one of their principal businesses the manufacture or design of scientific equipment or furniture or laboratories. These firms sell to research, industrial, life sciences, education and/or government laboratories.
(b) In furtherance of the foregoing, and with full recognition of the right of each member individually to determine its individual business policies, the objectives of the Association shall be:
1. To strengthen the capabilities of its members through education and information exchange.
2. To provide a forum to its members through which the industry’s objectives can be furthered.

Article 3. Membership

Section 3.1 Classes of Membership

There shall be the following four classes of membership in the Association:
(a) Executive Member:
To be eligible for Executive Membership in the Association the applicant shall complete the SEFA Membership Qualification Statement. The SEFA Board of Directors shall then determine that the following qualifications have been established:
1. Applicant must control the design and manufacture of one or more of the following laboratory grade products: laboratory furniture, fume hoods, laboratory work surfaces, fixtures, or related laboratory equipment. Control to be de ned as conducting actual design and fabrication, internally, at applicant owned/leased and controlled, manufacturing facility. Fabrication out-sourcing to non-applicant owned or leased facilities does not qualify as eligible work.

2. Applicant must have successfully completed at least ten (10) laboratory furniture projects within three (3) years of submitting its application for Executive Membership.

3. Applicant shall submit two (2) letters of reference - one from a supplier that applicant has a current business relationship with and one from an owner, architect or lab planner that the applicant has worked with. In addition, applicant must provide the name of a SEFA Member in Good Standing who will support its application in writing.

4. Applicant shall also submit a certified test report from a SEFA-approved testing facility, establishing that the applicant manufactures laboratory furniture or related equipment at its manufacturing facility which complies with at least one of SEFA’s Recommended Practices in effect at the time the membership application is submitted by the applicant.

5. All Companies which are Executive Members as of the date these amended by-laws become effective shall have twelve (12) months from that date to submit their product for testing in accordance with Section 3.1 (a)(4) above. The Member will be given an additional six (6) months to establish that their product is SEFA compliant.

6. In determining a member or applicant’s qualifications to become or remain an Executive Member, the Board reserves the right to require a factory inspection by a SEFA –approved testing facility. Such inspection shall be at the expense of the applicant or member.

(b) Advisory Board Member:

1. Advisory Board Members must belong to a professional organization such as AIA, ASHRAE, IFMA or a comparable organization outside of the United States, for a period of at least ten (10) years and have at least eight (8) years of experience in planning and designing laboratory spaces or buildings.

2. Advisory Board Members must also have obtained a degree in architecture or engineering from an appropriately accredited college or university and served as a project architect, lab planner, chief engineer or project manager on at least five (5) lab projects.

3. Advisory Board Members shall be nominated and approved by a majority vote of SEFA’s Board of Directors. Advisory Board Members shall serve for a term of at least three years. The number of Advisory Board Members shall be at the discretion of the Board of Directors.

(c) Sustaining Member:

To be eligible for Sustaining Membership in the Association the applicant shall complete the SEFA Membership Qualification Statement. The SEFA Board of Directors shall then determine that the following qualifications have been established:

l. A Sustaining Member applicant shall be a company that purchases laboratory furniture and/or related equipment manufactured by others and enters into subcontract agreements to facilitate laboratory building projects or is a company that installs laboratory furniture and related equipment manufactured by others. All sustaining members must establish that they sell or install at least one (1) product made by a

SEFA Executive Member that has been successfully tested to at least one (1) of the SEFA Recommended Practices.

2. Applicant must have successfully completed at least ten (10) laboratory furniture projects within three (3) years of submitting its application for Sustaining Membership.

3. Applicant must submit two (2) letters of reference - one from a supplier that applicant has a current business relationship with and one from an owner or an architect or lab planner that the applicant has worked with. In addition, applicant must provide the name of a SEFA Member in Good Standing who will support their application in writing.

(d) Associate Member:

Associate Members shall consist of architects, lab planners/consultants, facility managers and others as deemed appropriate by the Board.

Section 3.2 Election to Membership

(a) Application for membership in the Association shall be in writing on such forms as may be prescribed by the Board of Directors for that purpose, which shall request such relevant information consistent with these By-Laws. Election to membership in the Association shall be by a two-thirds vote of the Board of Directors of the Association.

(b) All members shall have full intention to attend SEFA meetings, web conferences, participate in the standards writing process to the best of their ability and dedicate the necessary time and energy to help support and increase SEFA’s reputation as the premier, global association fostering the use of “Laboratory Grade” furniture and equipment and insuring excellence in the planning, design and installation of laboratory projects.

(c) Every SEFA Member and applicant shall acknowledge annually that they have not and will not in the future violate the Code of Ethics and will be bound by the Code of Ethics Rules and Procedures.

Section 3.3 Right to Vote, Hold Office and Receive Membership Benefits

Each Executive Member shall be entitled to one vote. Representatives of Executive Members shall hold office in the Association. Each Executive Member shall designate in writing its official voting representative and an alternate. Votes in the general a"airs of the Association shall be cast only by the officially designated representative of the Executive Member, or in his absence, by his designated alternate.

Section 3.4 Use and Display of SEFA Logos and Trademarks

Only members in good standing shall have the right and license to display or use SEFA logos, copyrighted materials, service marks, trademarks or other SEFA proprietary information. The manner in which such logos, copyrighted materials, service marks, trademarks and other information may be displayed or used shall be determined by the Board of Directors.

Article 4. Dues

Association dues for executive, sustaining and associate members shall be fixed from time-to-time by the Board of Directors, and shall be approved or ratified by a majority vote of the Executive Members of the Association present and entitled to vote at a meeting at which a quorum is present.

Association dues for members are an annual obligation and for Executive and Sustaining Members, shall be calculated on the aggregate sales volume, where appropriate, including both domestic and international volume, generated by the Executive or Sustaining Member in its most recently completed !scal year. Such calculations shall include the relevant sales volume of each member, including its divisions, a"liates and subsidiaries. The Board of Directors shall determine the time or times that dues shall be payable by members, and may provide for the pro-ration of such dues.

Article 5. Government

Section 5.1 Officers

The officers of the Association shall be a Chairman, a Vice-Chairman, a Secretary/ Treasurer and the Immediate Past Chair. All of the officers shall serve without compensation. Each officer shall be elected annually, if necessary, by a majority vote of the Executive Members present and entitled to vote at the Annual Meeting of the Association.

In the event of death, resignation, or incapacity to act of any o"cer or director of the Association, the vacancy so created shall be !lled by the Board of Directors.

Section 5.2 Board of Directors

The management of the a#airs of the Association shall be vested in the Board of Directors, which shall consist of the Chairman, the Vice-Chairman, the Secretary/ Treasurer, the Immediate Past Chairman and five (5) other at large directors who shall be elected by a majority vote of the members present and entitled to vote at the annual meeting of the Association. The Board shall include one Advisory Board Member. Membership on SEFA’s Board is not transferable to any other Company representative or individual.

Section 5.3 Nomination to the Board of Directors

No later than sixty (60) days prior to the Annual Meeting, the Immediate Past Chair of the Board shall commence consultations with the Strategic Goals Committee and any members expressing an interest in board service. After such consultations have been completed the Immediate Past Chair will submit a proposed slate of Officers and Directors. This proposed slate of Officers and Directors will be emailed to the members at least thirty (30) days prior to the Annual Meeting. Nominations for any such office or offices may also be made from the floor by any duly designated representative of an Executive Member at the Annual Meeting of the Association.

Section 5.4 Duration of Tenure

Officers and Directors shall be elected for a term of two (2) years and thereafter until a successor shall have been duly elected and qualified, provided that no board member shall serve more than four (4) consecutive two (2) year terms in office.

Section 5.5 Removal of Officers and Directors

Any officer or director may be removed for due cause by an afirmative vote of two-thirds of the Board of Directors. Failure to attend two out of four of the most recent Board Meetings may constitute due cause for removal.

Section 5.6 Duties of the Chairman

The Chairman shall preside at all meetings of the Association and the Board of Directors. He shall perform such duties as may be required or permitted by these By-Laws or as the Board of Directors may from time to time direct.

Section 5.7 Duties of the Vice Chairman

The Vice-Chairman shall preside at all meetings of the Association or of the Board of Directors in the
absence of the Chairman. The Vice-Chairman shall also perform such other duties as the Chairman or the Board of Directors may from time to time direct.

Section 5.8 Duties of the Secretary/Treasurer

The Secretary/Treasurer shall keep the minutes of all Board meetings and shall have charge of all corporate files, including the minutes of the Association. He shall prepare and distribute appropriate minutes of each Association meeting. He shall perform such other duties as are common to the office.

The Secretary/Treasurer shall have charge of all securities and bank accounts, and shall have the authority to transfer funds as needed to meet the Association’s operating expenses. He shall exercise surveillance over all investments of the Association. He shall report periodically to the membership on the financial condition of the Association.

With the approval of the Board of Directors, the Secretary/Treasurer may delegate certain of his responsibilities to such sta$ members as may be retained by the Association.

Section 5.9 Bonding of Officers

The Board of Directors, at its discretion, may bond any officer or employee with an adequate bond for the faithful performance of his duties.

Article 6. Committees

Section 6.1 Committees

At the annual meeting of the Association, each committee shall elect two representatives to serve as co-chairs of their respective committees for the ensuing year. All committees shall continue their functions until the next annual meeting of the Association. The Chairman of the Board may appoint such Special Committees as the occasion may require.

Article 7. Meetings

Section 7.1 Annual Meeting of the Association

(a) The Annual Meeting of the Members of the Association shall be held at such time and place as the Board of Directors may determine. Written or printed notice shall be emailed to each member not less than thirty (30) days before the date of the meeting.

(b) Whenever the Board of Directors by a majority vote of all of its voting members, at either a meeting or by letter ballot, shall determine for any reason it is not in the interest of the Association to hold the annual meeting, then no such meeting shall be required to be held. Under such circumstances the Board of Directors may, at its discretion, conduct by letter or email ballot such business as would normally be conducted at any annual meeting or meetings thus omitted.

Section 7.2 Special Meetings of the Association

The Secretary/Treasurer shall call a Special Meeting of the Association when so requested by a majority of the Board of Directors, or by written request of one third of the voting members of the Association. Electronic notice stating the place, day and hour of the special meeting, and the purposes for which it is called, shall be emailed to each member not less than thirty (30) days before the date of the meeting. No business other than that specified in the notice of the meeting shall be transacted at the Special Meeting.

Section 7.3 Quorum at the Meetings of the Association

A majority of the voting membership present at any meeting of the members of the Association shall constitute a quorum, and in case there shall be less than this number, the presiding officer may adjourn the meeting from time-to-time until a quorum be present.

Section 7.4 Voting by Members of the Association

Voting in the general affairs of the Association shall be con!ned to active executive members, with each such member being entitled to one vote through or by the  duly designated voting representative. Proxies will not be allowed unless specifically authorized by the Board. Unless otherwise provided by these By-Laws, a majority of the votes entitled to be cast by members present at a meeting at which a quorum is present shall be required. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if consent in writing, setting forth the action so taken, is thereof.

Section 7.5 Quorum and Voting

A majority of the Board of Directors shall constitute a quorum for the transaction of business. Unless otherwise provided by these By-Laws or the Code of Ethics Rules and Procedures, the act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Directors.

Section 7.6 Rati!cation

In the event that a quorum shall not be present at any duly called meeting of the members, the Board of Directors, or of any committee, the members present and entitled to vote at any such meeting may take such action as they may elect subject to subsequent ratification by a letter ballot of a majority of the members thereof or at a duly called subsequent meeting at which a quorum is present.

Article 8. Termination of Membership

Section 8.1 Non-Payment of Dues

The Board of Directors shall terminate the membership of any member of the Association for non-payment of dues.

Section 8.2 Resignation

Any member may resign at any time from the Association by written notice to the Executive Director, provided that all financial obligations payable to the Association shall have been fully discharged.

Section 8.3 Suspension or Expulsion

(a) A member who shall violate any provisions of these By-Laws, or who shall refuse or neglect to comply with any resolution of the Association or of the Board of Directors, may have his membership terminated by the Board of Directors; provided, however, that such member shall be given prior written notice of the contemplated action by the Board of Directors and the reason or reasons thereof, with the right to appear and be heard before the Board of Directors prior to the taking by the Board of Directors of any final action with respect to such termination of membership. Any such termination of membership shall occur only by an affirmative vote of three-fourths of the members of the Board of Directors.

(b) Code of Ethics - All members shall acknowledge in writing by an authorized agent, that they will be bound by SEFA’s Code of Ethics and the Rules and Procedures for the enforcement of the Code of Ethics. Violation of the Code of Ethics may result in the termination of membership or such other action as authorized by the Rules and Procedures.

Section 8.4 Reinstatement of Membership

Any application for reinstatement to membership of a former member shall be treated in accordance with the applicable provisions of Article “3” of these By-Laws. No such applicant shall be reinstated to the membership until he has discharged all past indebtedness to the Association.

Article 9. Interest in Association Funds and Property

Any member who shall resign, or whose membership in the Association shall have been terminated for any reason, shall immediately relinquish and forfeit all interest in any funds or other property belonging to the Association including the right to display in any manner SEFA logos, copyrighted materials, service marks, trademarks or other proprietary information.

Article 10. Dissolution

In the event that the Association shall be dissolved, its net assets remaining after provision for the payment of all of its debts and liabilities shall be distributed to such other organization or organizations having the same or similar purposes of this Association as the Board of Directors shall determine, subject to ratification by the membership of the Association.

Article 11. Indemnification of Directors and Officers

The Association shall indemnify and hold harmless each person who is now or shall hereafter serve as a director or officer of the Association, from and against any and all claims and liability, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of his having heretofore or hereafter been a director or officer of the Association, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him as such director or officer, and shall reimburse each such person for all legal and other expenses (including the cost of settlement) reasonably incurred by him in connection with any such claim, liability, suit, action or proceeding; provided, however, that no such person shall be indemnified against, or be reimbursed for, any claims, liabilities, costs or expenses incurred in connection with any claim or liability, or threat or prospect thereof, based upon or arising out of his own willful misconduct in the performance of his duties as such director or officer. The determination hereunder and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors of the Association acting at a meeting at which a quorum is present. All such rights accruing to any person under the provisions of this paragraph shall not exclude any other right to which he may be lawfully entitled, nor shall anything herein contained restrict the right of the Association to indemnify or reimburse such person in any case even though not specifically herein provided for.

Article 12. Rules and Regulations

The Board of Directors may adopt or amend rules and regulations to carry these By-Laws into effect and to provide for the executive management of the Association, provided that the same shall not be inconsistent with the provisions and requirements of these By-Laws.

Article 13. Amendments

These By-Laws may be amended at any properly held meeting of the members of the Association by a vote of three-fourths of the executive members present and voting, provided that in case of a special meeting due notice of the purport of the proposed amendment shall be contained in the notice of the meeting or any adjournment thereof.

SEFA Meetings Policy Statement

SEFA meetings are gatherings of members at which the Association’s business is transacted, and represent the opportunity to legitimately further the Association’s goals. SEFA meetings are carefully structured and monitored. An agenda is prepared and circulated in advance and is carefully followed at the meeting. A SEFA staff member or legal counsel attends all meetings. There are no informal meetings of the Association or of any of its committees; discussion of SEFA matters must never occur outside of formal meetings.

There should never be a discussion of any of the following at a SEFA meeting:

1. Price or any elements of price or pricing policies, including costs.

2. Discounts, terms and conditions of sale, warranty terms, pro!ts, market shares, sales territories, and rejection or termination of customers.

3. Identi!cation of individual company statistics, inventories or merchandising methods.

4. Particular competitors.

5. Anything dealing with trade abuses or excluding or controlling competition.

By following these guidelines the members can meet to transact lawful Association business for the betterment of our industries.