Governance

AMENDED AND RESTATED BYLAWS

OF CONEXXUS, INC.

Revised May 28, 2020

 

ARTICLE I

NAME, ORGANIZATION AND LOCATION

 

Section 1.1 -  Name

The name of this non-profit corporation is Conexxus, Inc. (herein after the “Organization”).

Section 1.2 -  Organization

The Organization is organized and operated as a Virginia nonstock corporation, in accordance with the Virginia Nonstock Corporation  Act (Code of Virginia, Title 13.1, Chapter 10), as amended, and as an exempt organization under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended for the purposes as defined in Section 2.2.

Section 1.3 -  Principal Office

The principal office of the Organization initially shall be located in the Commonwealth of Virginia, but may be changed from time to time and the Organization may maintain other offices within and outside Virginia as the Organization’s Board of Directors (the “Board of Directors”) shall deem appropriate.

Section 1.4 -  Registered Office

The initial registered office of the Organization in Virginia shall be located at 1600 Duke Street, Alexandria, VA 22314, or at such other office as may be established from time to time by the Board as allowed under the Code of Virginia.

ARTICLE II

PURPOSES AND DEFINITIONS

Section 2.1 -  Definitions

(a)                The term “exempt organization” shall mean consistent with the provisions of section501(c)(6) of the Internal Revenue Code of 1986, as amended, that no part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, the Organization’s members, the Board of Directors, the Board of Advisors (the “Board of Advisors”), officers, or other persons and that the Organization will operate in furtherance of one or more of the exempt purposes enumerated in Section 2.2.

(b)               The term “convenience store industry” shall mean any individual, company, or organization that engages in the business of convenience retailing, including general merchandise and/or food products, either with or without the sale of petroleum products.

(c)                The term “petroleum marketing industry” shall mean any individual, company, or organization that sells petroleum products as all of part of its retail or wholesale business activities.

(d)               The term “supplier” or “vendor” shall mean any individual, company, or organization that provides hardware or software technology or any other products or services to the petroleum marketer or convenience store industries, or who has an interest in the work of the Organization.

Section 2.2 -  Purposes

The specific purposes of the Organization shall be:

(a)                To develop, maintain, and implement global technology standards for the benefit of retailers and their suppliers in the petroleum marketing/convenience store industries;

(b)               To promote and preserve the creation and implementation of interoperable global technical solutions to meet the needs of the petroleum marketing/convenience industries;

(c)                To promote a high level of business standards and better business methods among the industries and their suppliers and vendors; and

(d)               To encourage cooperation among the petroleum marketing and convenience store industries in addressing and accomplishing any other goals and objectives related to the above purposes.

ARTICLE III

MEMBERS

Section 3.1 -  Membership Procedures

(a)                Any entity within the petroleum marketing or convenience store industries or any of their suppliers or vendors may apply for membership in the appropriate Class in the Organization as set forth in this Article III by filing an application, together with a check for dues, with the Secretary of the Board of Advisors.

(b)               Each member must be willing and able to abide by the Organization’s Bylaws, as amended, and any applicable rules and procedures, such as may apply to the operation of committees, working groups, or be related to any certification programs administered by the Organization.

(c)                An application for membership shall be deemed valid unless rejected by the Secretary of the Board of Advisors, in which case the check shall be refunded and a letter of explanation mailed to the applicant. When the Secretary of the Board of Advisors ascertains that an application is valid, it shall be submitted to the Board of Advisors for its review and final acceptance.  Upon final acceptance of the applicant’s membership, the Secretary of the Board of Advisors shall notify the Secretary of the Board of Directors of such acceptance.

(d)               Following its acceptance for membership, each member shall appoint and certify to the Secretary of the Board of Advisors a person to be its “certified representative” for all voting purposes. In the event that the certified representative is unable to vote, the member shall be entitled to appoint and certify a replacement, subject to the voting provisions elsewhere contained in these Amended and Restated Bylaws.  Upon receipt of appointment of a member’s certified representative for all voting purposes, the Secretary of the Board of Advisors shall notify the Secretary of the Board of Directors of such appointment.

Section 3.2 -  Classes of Membership

This Organization shall have four classes of members.

(a)                 Gold Membership

Gold members, or their certified representatives, shall serve on the General Assembly and shall be eligible to serve on the Board of Directors or the Board of Advisors, in accordance with these Amended and Restated Bylaws. Gold members shall have full access to all Business and Technical Committees and working groups of the Board of Advisors, have full voting rights on the approval of final standards as set forth in these Amended and Restated Bylaws, and have unlimited, free access to all standards/documents developed by the Organization.

(b)               Silver Membership

Silver members, or their certified representatives, are not eligible to serve on the General Assembly, the Board of Directors, or the Board of Advisors, but shall have the right to participate and vote in all Technical and Business Committees of the Board of Advisors as set forth in these Amended and Restated Bylaws, and to have access to all Conexxus standards/documents at no cost. Silver members are not eligible to vote to adopt any final standards. 

(c)               Bronze Membership

Bronze members, or their certified representatives, are not eligible to serve on the General Assembly, the Board of Directors, the Board of Advisors, or any Business Committees of the Board of Advisors, and do not have the right to participate in Technical Committees of the Board of Advisors or to vote to recommend approval of standards developed by those Technical Committees as set forth in these Amended and Restated Bylaws, and do not have any right of access to any standards/documents developed by the Organization.

(d)           Association Membership

Association members, or their certified representatives, are limited to non-profit organizations interested in the Conexxus product offerings.  They are not eligible to serve on the General Assembly, the Board of Directors, the Board of Advisors, any Business Committee of the Board of Advisors, or any Technical Committees of the Board of Advisors or their subcommittees or working groups.  They shall not have the right to vote to recommend approval of standards or on adoption of final standards, nor shall they have access to any of the standards or other documents published by Conexxus ,unless specifically provided as an annual benefit    Association members shall be entitled to receive annual educational benefits (e.g., speakers at events, white papers, participation in webinars), as specified periodically by the Board of Advisors.  

Section 3.3 -  Dues

Annual dues for each class of membership shall be determined by the Board of Directors, based on recommendations from the Board of Advisors.  Members shall be invoiced for dues once each year.  Any member whose dues have not been paid within sixty (60) days after the applicable invoice date shall receive a reminder notice, and after dues have remained unpaid for ninety (90) days, the member shall be notified in writing that its membership has been suspended for nonpayment.  Membership may be reactivated once the current dues have been paid in full.  A member who is not current in paying its dues is not in good standing and shall not exercise any voting rights, or participate on any committee or workgroup, or be eligible to stand for election to any office, or shall not have access to or obtain copies of standards until its current dues have been paid.

Membership dues shall be based on the annual sales of the member.  Where a Member is a subsidiary of a parent company owning a majority interest (more than 50%) in the Member, or the Member is included in the consolidated financial statements of the parent company, the Member must include sales of the parent company in its dues calculation and the parent organization shall be considered to be the Member.  If the Member is itself a separate legal entity, then membership must be based on that entity alone, and its dues shall be calculated on its own annual sales revenues.

Section 3.4 -  Approval, Suspension, Expulsion, and Resignation of Members

(a)                The Board of Advisors shall have full power to accept or reject each application for Gold or Silver membership once it is received from the Secretary of the Board of Advisors.  Upon a majority vote of the Board of Advisors, the applicant shall be duly admitted to membership.

(b)               A Gold or Silver member may be suspended or expelled by the affirmative vote of three-quarters (3/4) of the full Board of Directors at a duly constituted meeting for violation of these Amended and Restated Bylaws or any other conduct prejudicial to the interests of the Organization.  A notice of this meeting, accompanied by a statement of the reasons for the proposed action, shall be sent by certified mail, return receipt requested, to the member at its last known address at least twenty (20) days before the meeting of the Board of Directors at which the action is to be voted on.  The member shall have the right to appear in person, and may be represented by legal counsel, to present any defense against the proposed action by the Board of Directors.  The Board of Directors shall have the right to determine the length of any suspension and the terms of any expulsion.  Upon a determination of probably cause that a Gold or Silver member has committed a violation of the Organization’s IP Policy, the Board of Directors may act to suspend the member from participation in the Technical Committee, Subcommittee, or Working Group in which the violation is alleged to have occurred, pending resolution of the above notice.

(c)                A member may resign from the Organization by giving written notice of such intention to the Secretary of the Board of Advisors, at least thirty (30) days before the end of the current year.  Resignations shall be effective at the close of the current year and upon fulfillment of all obligations.  Upon receipt of the written notice, the Secretary of the Board of Advisors shall notify the Secretary of the Board of Directors of such member’s intention to resign.

Section 3.5 -  Limitation on Membership

No member shall represent or claim to represent the Organization without prior written approval of the Board of Directors.  Such written request shall be submitted to the Secretary of the Board of Directors at least thirty (30) days before such representation or claim for which approval is being sought.  No one, whether a member or non-member, shall use in any way and for any purpose the Organization’s name or any logo adopted by the Organization without the express written approval of the Board of Directors.

ARTICLE IV

GENERAL ASSEMBLY

Section 4.1 -  General Powers

The General Assembly shall be comprised of the certified representatives of each Gold member, who shall meet periodically for the purpose of developing evidence of consensus for adopting final standards and for such other matters as may be referred to it by the Board of Directors or Board of Advisors.  The General Assembly also shall elect certain members of the Board of Advisors as set forth in Article VI of these Amended and Restated Bylaws.

Section 4.2 -  Annual Meeting

The annual meeting of the General Assembly(the “Annual Meeting”) shall be held on such a date and at such time and place, either within or outside the Commonwealth of Virginia, as specified by the Board of Advisors, for the purpose of transacting any business that may come before its membership.

Section 4.3 -  Special Meetings

Special meetings of the General Assembly (the “Special Meetings”) may be called by the Executive Director, the Board of Directors, the Board of Advisors, or two-thirds of the current membership of the General Assembly for the purpose of transacting any business as may be specified in the call of the meeting.  The date, time, and place, either within or outside the Commonwealth of Virginia, for holding any Special Meeting shall he fixed by the Board of Advisors.

Section 4.4 -  Notice

(a)                Notice of each Annual or Special Meeting, stating the date, time, and place of the meeting, and in the case of a Special Meeting, the purpose therefore, shall be given to each member and director at its, his, or her last known business address as shown by the books of the Organization at least thirty (30) days prior thereto by first class, certified, or registered mail, or at least ten (10) days prior thereto by electronic mail (“E-mail”) or by personal delivery of written notice (the method of notice need not be the same as to each member). If mailed, such notice shall be deemed to be given when deposited in the United States Mail, with postage thereon prepaid.  Any member may waive notice of any meeting before, at, or after such meeting.  The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any Annual Meeting need be identified in the notice or waiver of notice of such meeting unless otherwise required by applicable law.

(b)               By becoming a member or a director of the Organization, an individual or organization agrees that any notice required to be given to a member may be given by transmitting messages over the Internet.  Such E-mail shall be sent to the address listed as the member’s or director’s E-mail address on the records of the Organization.  Each notice sent by E-mail to a member’s or director’s address of record shall be deemed received forty-eight hours after it is sent unless the Organization receives, within that time, notice of non-delivery.  Each member and director acknowledges this process places the risk of Internet failure, to some extent, on the member and director and agrees to assume such risk.

Section 4.5 -  Votes on Standards and Other Related Matters

Each member of the General Assembly representing each Gold member in good standing who is in attendance at a duly called meeting of the General Assembly, shall have one vote on adoption of standards and on other matters related to standards.  The certified representative for each Gold member will cast such vote.  Votes on standards shall be conducted pursuant to this Section 4.5  to achieve evidence of a consensus, which is defined as more than a mere majority, but not necessarily a unanimous vote.

Section 4.6 -  Votes on Business Matters

Unless otherwise provided by the Articles of Incorporation, as amended, these Amended and Restated Bylaws or applicable law, twenty-five percent (25%) of the Gold members in good standing and eligible to vote shall constitute a quorum for a vote on any matter requiring a vote of the members which is not governed by Section 4.5.  The vote of a majority of the Gold members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless specifically provided otherwise in the Articles of Incorporation, as amended, these Amended and Restated Bylaws, or applicable law.  If less than a quorum is present at any meeting properly noticed and called, the members present may continue the meeting, but no votes may be taken.

Section 4.7 -  Electronic Votes

Any vote to be taken at an Annual or Special Meeting of the General Assembly may be conducted electronically, by telephone, E-mail, or electronic ballot, without physical meeting, so long as the required notice is given and a ballot clearly stating each issue for resolution is distributed to each Gold member at least seven (7) calendar days prior to such vote.  The Board of Advisors shall determine the procedures to be followed for such electronic votes, so long as they are consistent with these Amended and Restated Bylaws.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 -  Powers

(a)                Except as otherwise provided in the Articles of Incorporation, all corporate powers shall be exercised by or under the authority of, and the business of the corporation managed under the direction of, the Board of Directors.  The Board shall determine Organization policy, except as otherwise provided by the Virginia Nonstock Organization Act (Code of Virginia, Title 13.1, Chapter 10, as amended), the Articles of Incorporation, or these Amended and Restated Bylaws, and shall adopt such rules and regulations for its conduct as it deems advisable.  Directors need not be residents of the Commonwealth of Virginia. 

(b)               Notwithstanding anything to the contrary in Section 5.1, the NACS Directors as defined in Section 5.2(a) shall have the authority to:

(1)               Approve the Organization’s annual operating and capital budgets, which shall be developed by the Board of Advisors and submitted to the Board of Directors.

(2)               Approve any initiatives prepared by the Board of Advisors or any other employee, officer, director or agent of the Organization in which NACS will be required to provide funding to finance or support such initiatives.

(3)               Approve the participation in any merger, consolidation, dissolution, liquidation or other similar transaction.

(4)               Approve the transfer of assets outside of the ordinary course of business.

Section 5.2 -  Number and Appointment of Directors

(a)                The number of Directors constituting the entire Board of Directors of the Organization shall be seven (7), four (4) of whom shall be designated “NACS Directors” and three (3) of whom shall be designated “Board of Advisors Directors.”  The NACS Directors shall be appointed or elected by NACS, in accordance with procedures adopted by NACS and shall consist of four (4) individuals who are members of the board of directors, employees, or agents of NACS.  The Board of Advisors Directors shall consist of three (3) individuals who shall be appointed or elected by the Board of Advisors from among individuals who are employed by Gold members in good standing or are Gold members in good standing in their own name or through a partnership.  No more than one individual from each Gold member may serve as a member of the Board of Directors at one time.

(b)               The number of Directors of the Board of Directors may be increased or decreased from time to time by amendment to these Amended and Restated Bylaws.  No decrease in the number of Directors of the Board of Directors shall have the effect of shortening the term of any incumbent member of the Board of Directors.

(c)                All members of the Board of Directors shall serve without compensation.

Section 5.3 -  Term of Directors

The term of office for each member of the Board of Directors shall be one (1) year until his or her successor has been elected and qualified with no limitation on the number of consecutive terms any member of the Board of Directors may serve.

Section 5.4 -  Removal

A NACS Director may be removed from the Board of Directors at any time, with or without cause, by NACS at a meeting of the Board of Directors of NACS expressly called for that purpose.  A Board of Advisors Director may be removed from the Board of Directors at any time, with or without cause, by the Board of Advisors at a meeting expressly called for that purpose.  In the case of a member of the Board of Directors who is removed for cause, such director shall be given adequate notice of the charges against the director and shall be given the opportunity to defend against the charges before the Board of Directors of NACS if the director being removed is a NACS Directors and before the Board of Advisors if the director being removed is a Board of Advisors Director pursuant to the process set forth in Section 6.5,including the presence of an attorney, if one is requested.  Such removal shall result in a vacancy as treated below.

Section 5.5 -  Resignations and Vacancies

Any member of the Board of Directors may resign at any time by giving written notice thereof to the Secretary of the Board of Directors and such resignation shall take effect at the time specified.  Upon the resignation of a member of the Board of Directors, or if there is a vacancy for any other reason, including death, retirement or removal, a successor shall be appointed or elected to fill the vacant seat.  When any seat held by a NACS Director becomes vacant, it shall be filled by the appointment or election of a director by NACS in accordance with Section 5.2.  When any seat held by a Board of Advisors Director becomes vacant, it shall be filled by the appointment or election of a director by the Board of Advisors in accordance with Section 5.2. 

Section 5.6 -  Meetings of the Board of Directors

Meetings of the Board of Directors, regular or special, may be held at such time and place within or without the Commonwealth of Virginia, and upon such notice as may be prescribed by resolution of the Board of Directors.  Meetings of the Board of Directors shall be called by the Chairman, on his own behalf or at the request of at least three (3) members of the Board of Directors.

Section 5.7 -  Notice of Meetings of Directors 

Written notice of the date, time, and place of meetings of the Board of Directors shall be sent by mail, facsimile, or E-mail at least ten (10) days in advance of each such meeting.  Unless otherwise required by law or by these Bylaws, a notice need not specify the business to be transacted at, or the purpose of, any meeting of the Board of Directors; provided, however, if such notice does specify the business to be transacted at, or the purpose of, a meeting of the Board of Directors, such notice shall not limit the actions the Board of Directors may take at such meeting.  If necessary for the efficient operation of the Board of Directors, special meetings may be held through conference calls, so long as notice is given to each member of the Board of Directors at least five (5) days in advance.  Similarly, the Board of Directors may conduct business by mail or email ballots, so long as notice is given to each member of the Board of Directors at least five (5) days in advance

.Section 5.8 -  Quorum of Directors and Action by the Board.

(a)                Unless otherwise required by law or by the Articles of Incorporation, as amended, or by these Amended and Restated Bylaws, in order for a quorum to be present at a meeting of the Board of Directors, a majority of directors must be present and the number of NACS Directors present must be greater than the number of Board of Advisors Directors present.

(b)               Each member of the Board of Directors shall have one (1) vote at any meeting of the Board of Directors.  No proxy votes shall be permitted.  A majority vote of a properly formed quorum shall constitute a duly authorized action by the Board of Directors.

(c)                Any member of the Board of Directors who fails to participate in three consecutive meetings, one of which must be in person, must relinquish his or her seat on the Board of Directors.  The Board of Directors may make an exception for illness or unusual personal circumstances that cause the absence.  Directors of the Board of Directors may send a formal designee to meetings of the Board of Directors, but the designee may not vote and shall not be counted for purposes of a quorum.  Designee attendance at meetings of the Board of Directors does not count toward the number of meetings of the Board of Directors that such member of the Board of Directors has attended.

(d)               Any member of the Board of Directors present at a meeting of the  Board of Directors shall be presumed to have assented to any action taken at such meeting unless such Director’s dissent is entered in the minutes of the meeting or unless the member of the Board of Directors shall file his or her written dissent to such action with the person acting as the secretary (or other designated officer) of the meeting of the Board of Directors at the meeting or immediately after the adjournment thereof.  Such right to dissent shall not apply to a member of the Board of Directors who voted in favor of such action.

Section 5.9 -  Minutes of the Board of Directors

The Board of Directors shall cause to be kept a complete record of all minutes of the Board of Directors.  The Board of Directors shall present a full report at the Annual Meeting of the General Assembly showing in detail the assets and liabilities of the Organization and generally the condition of the Organization’s business affairs.

Section 5.10 -  Electronic Votes

Any vote to be taken by the Board of Directors may be conducted electronically, so long as the required notice is given.  The Board of Directors shall determine the procedures to be followed for such electronic votes, so long as they are consistent with these Amended and Restated Bylaws.

Section 5.11 -  Action by Board of Directors in Lieu of a Meeting

Unless otherwise restricted by the Articles of Incorporation, as amended, or these Amended and Restated Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all Directors of the Board of Directors consent in writing to the adoption of a resolution authorizing the action.  The resolution and written consents thereto by the Directors of the Board of Directors shall be filed with the minutes of the Board of Directors or filed with the corporate records reflecting the action taken.

Section 5.12 -  Number and Qualifications of Officers

(a)                NACS Directors shall elect or appoint a Chairman of the Board of Directors from among themselves, and the Board of Directors shall elect or appoint an Executive Director, Vice Chairman, Secretary and Treasurer and such other officers and assistant officers as may be deemed necessary.  One person may hold more than one office at a time, except that the Chairman and the Executive Director shall hold no other office.

(b)               Officers, or any other agent of the Board of Directors, may be removed at any time, with or without cause, by a vote of a majority of the votes cast by the Board of Directors at a Special Board Meeting, subject to the contractual rights, if any, of the person so removed.  Appointment of an officer or agent shall not create any contract rights.  In the case of removal or vacancy in any office, the Board of Directors shall fill such vacancy by appointment for the unexpired portion of the term in accordance with Section 5.5.

Section 5.13 -  Chairman

The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors.

Section 5.14 -  Vice-Chairman

The Vice-Chairman shall assume the duties of the  Chairman of the Board of Directors in the absence of the Chairman of the Board of Directors. 

Section 5.15 -  Secretary

The Secretary, or his or her designee, shall perform, or cause to be performed, the following duties: (i) keep the minutes of the proceedings of the Board of Directors and any meeting of the members; (ii) ensure that all notices are duly given in accordance with the provisions of these Amended and Restated Bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the Organization; and (iv) in general, perform all duties incident to the office of Secretary of the Board of Directors and such other duties as from time to time may be assigned to the Secretary of the Board of Directors by the Chairman of the Board of Directors or by the Board of Directors.  The Treasurer of the Board of Directors may be the same person as the Secretary of the Board of Directors.  When this is the case, the officer shall be known as the Secretary/Treasurer of the Board of Directors.  The Secretary need not be a member of the Board of Directors. 

Section 5.16 -  Treasurer

The Treasurer shall perform, or cause to be performed, the following duties of the Treasurer of the Board of Directors: (i) be the principal financial officer of the Organization and have the care and custody of all its funds, securities, evidences or indebtedness, and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) collect revenues, make deposits, and disburse funds; (iii) be the principal accounting officer of the Organization, and prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns and related documents, prescribe; and maintain an adequate system of internal audit, and prepare and furnish to the Chairman and the Board statements of account showing the financial position of the Organization and the results of its operations; (iv) upon request of the Board of Directors, make such reports to it as may he required at any time; and (v) perform all other duties incident to the office of Treasurer of the Board of Directors and such other duties as from time to time may be assigned to the Treasurer of the Board of Directors by the Chairman of the Board of Directors or the Board of Directors.  The Treasurer need not be a member of the Board of Directors. 

Section 5.17 -  Executive Director. 

The Executive Director shall be the chief executive officer of the Organization and shall perform such duties as shall be designated and approved by the Board of Directors or the Board of Advisors, provided that such designations are consistent with and ratified by the Board of Directors.  The Executive Director shall report to the Board of Directors and the Board of Advisors.  The Executive Director shall be employed by the Organization for compensation to be fixed by the Board of Directors.  The Board of Directors also shall determine all terms and conditions of employment of the Executive Director (subject to the approval of the Board of Directors), which shall be embodied in a written contract subject to the approval of the Board of Directors.  Subject to the discretion and supervision of the Board of Directors, the Executive Director shall have the authority to perform the duties specified by the Board of Directors, including but not limited to, responsibility for the daily management of the Organization and general supervision of all its agents and employees, ensuring that all orders and resolutions of the Board of Directors and the Board of Advisors are carried out, and discharging such other duties as prescribed by the Board of Directors or the Board of Advisors.  The Executive Director is the chief executive officer of the Organization and all other employees and agents of the Organization shall report to him or her.  The Executive Director shall have the authority to bind the Organization on any contract, and to engage in any other actions permitted by law or usage, or by action of the Board of Directors or the Board of Advisors.  The Executive Director shall be an ex officio member of the Board of Advisors, as well as of all committees, subcommittees, and working groups established by the Board of Advisors. 

ARTICLE VI

BOARD OF ADVISORS

Section 6.1 -  General Powers; Duties

Except as otherwise provided in the Articles of Incorporation or these Amended and Restated Bylaws, and subject to the oversight of the Board of Directors, the Board of Advisors shall have authority for the supervision, control, direction and responsibility for the affairs of the Organization, including but not limited to the management of any intellectual property assets, collection and disbursement of funds, election and/or appointment of certain officers, and the creation of any standing or ad hoc committees, subcommittees, and working groups necessary to carry out the purposes of the Organization.  Except as set forth in Article V above, the Board of Advisors shall determine Organization policy, except as otherwise provided by the Virginia Nonstock  Corporation Act (Code of Virginia, Title 13.1, Chapter 10, as amended), in the Articles of Incorporation, as amended, or in these Amended and Restated Bylaws, and shall adopt such rules and regulations for its conduct as it deems advisable.  Except as set forth in Article V above, in the execution of these powers, the Board of Advisors may appoint such agents, as it shall consider necessary and delegate such responsibility for carrying out its functions to such agents, but the Board of Advisors itself shall always remain accountable to the membership from whom its powers derive.  The Board of Advisors shall report to the Board of Directors on a regular and consistent basis so as to provide the Board of Directors the ability to oversee the Board of Advisors.

Section 6.2 -  Number

The number of members of the Board of Advisors of the Organization shall consist of not more than fifteen voting members, consisting of the Chairman, the Vice Chairman, the most recent outgoing Chairman willing to serve (the “Past Chairman”), the chairman of the Technical Advisory Committee and up to eleven chairmen of the business and technical committees elected pursuant to the provisions of Section 6.4.  If there are fewer than eleven business and technical committee chairmen, and if deemed advisable by the Board of Advisors, the remaining board positions shall be filled by Gold At-Large committee members.  If there are more than eleven business and technical committee chairmen the Nominating Committee (the Chairman, the Vice Chairman, the Past Chairman and the Executive Director) shall nominate an appropriate number of committee chairmen to serve on the Board of Advisors on as balanced a basis between business and technical committees as possible.  All Directors on the Board of Advisors shall serve without compensation.  At all times, at least one-third of the Board of Advisors must be comprised of Gold members who are members of the petroleum marketing and convenience store industries.  The number of Directors of the Board of Advisors may be increased or decreased from time to time by amendment to these Amended and Restated Bylaws.  No decrease in the number of Directors of the Board of Advisors shall have the effect of shortening the term of any incumbent member of the Board of Advisors.

Section 6.3 -  Terms

The term of office for each member of the Board of Advisors shall be one (1) year except as provided for in Section 6.4(e) until his or her successor has been elected and qualified with no limitation on the number of consecutive terms any member of the Board of Advisors may serve.

Section 6.4 -  Elections

(a)                Only individuals who are employed by a Gold member, or are Gold A members in their own name or through a partnership, so long as such Gold member is in good standing, are eligible to be elected as a member of the Board of Advisors of the Organization.  No more than one individual from each Gold member may serve as a member of the Board of Advisors at one time.

(b)               A slate of candidates for the Board of Advisors shall be selected by the Nominating Committee.  The Nominating Committee shall be comprised of the Chairman, the Vice Chairman, the Past Chairman and the Executive Director.

(c)                The Secretary of the Board of Advisors must submit all nominations to each Gold member in good standing at least thirty (30) days prior to the election, whether it is held at the Annual Meeting of the General Assembly, by mail, or electronically.  Following such publication of the nominations by the Secretary of the Board of Advisors, any eligible and qualified Gold member may add to the slate of candidates by submitting such nominations to the Secretary of the Board of Advisors no later than twenty-one (21) days prior to the election, and the Secretary of the Board of Advisors shall re-publish the amended list of nominees to the Gold members in good standing at last fourteen (14) days prior to the election.

(d)               The Past Chairman shall remain as a member of the Board of Advisors until replaced by the retiring Chairman.

(e)                The Chairman and Vice Chairman of the Board of Advisors shall be elected by the Board of Advisors annually and may serve up to three consecutive terms in their positions.

(f)                The Secretary of the Board of Advisors should be elected bi-annually by the Board of Advisors with no limitation on the number of consecutive terms he or she may serve.

Section 6.5 -  Removal

A member of the Board of Advisors may be removed from the Board of Advisors at any time, with or without cause, by a three-quarters (3/4) vote of the remaining members of the Board of Advisors at a duly held meeting.  The Board of Advisors must provide adequate notice of the charges to the member of the Board of Advisors in question, and the member of the Board of Advisors in question must be given the opportunity to defend against the charges before the Board of Advisors, including the presence of an attorney, if one is requested.  Such removal shall result in a vacancy as treated below.

Section 6.6 -  Resignations and Vacancies

(a)                Any member of the Board of Advisors may resign at any time by giving written notice thereof to the Secretary of the Board of Advisors and such resignation shall take effect at the time specified.  Upon the resignation of a member of the Board of Advisors, or if there is a vacancy for any other reason, including death, retirement or removal, the Board of Advisors may appoint or elect a successor certified representative to fill the vacant seat in accordance with the these Amended and Restated Bylaws.

(b)               If a member of the Board of Advisors is no longer employed by the Gold member or Gold member that has certified his or her participation, he or she may continue to serve as an At Large Member of the Board of Advisors for the remainder of the year.  So long as the individual becomes employed by another Gold member, he or she may serve out the remainder of his or her term on the Board of Advisors as the representative of the new member.  However, in the event that the member of the Board of Advisors is not so employed, or has not become a Gold member on his or her own, the seat automatically becomes vacant and such vacant seat shall be filled in accordance with this Section 6.6.

Section 6.7 -  Meetings of the Board of Advisors

(a)                The Board of Advisors shall meet at least two (2) times each year, including at the Annual Meeting.  The Chairman of the Board of Advisors shall designate the time and place for these meetings, as well as for other additional meetings of the Board of Advisors that may be called from time to time at the request of three (3) Directors of the Board of Advisors.

(b)               Written notice of the date, time, place, and specific purpose(s) for meetings of the Board of Advisors shall be sent by mail, facsimile, or E-mail at least ten (10) days in advance of each such meeting.  If necessary for the efficient operation of the Board of Advisors, special meetings may be held through conference calls, so long as notice is given to each member of the Board of Advisors at least five (5) days in advance.  Similarly, the Board of Advisors may conduct business, including holding elections, by mail or email ballots, so long as notice is given to each member of the Board of Advisors at least five (5) days in advance.

(c)                Unless otherwise required by law or by the Articles of Incorporation, as amended, or by these Amended and Restated Bylaws, a simple majority of the Board of Advisors then in office shall constitute a quorum at any meeting of the Board of Advisors.

(d)               Each member of the Board of Advisors shall have one (1) vote at any meeting of the Board of Advisors.  No proxy votes shall be permitted.  A majority vote of a properly formed quorum shall constitute a duly authorized action by the Board of Advisors.

(e)                Any member of the Board of Advisors who fails to participate in two meetings, one one of which must be in person, within his/her elected term must submit his or her resignation letter for consideration by the Board of Advisors.  The Board of Advisors may make an exception for illness or unusual personal circumstances that cause the absence.  Members of the Board of Advisors may send a formal designee to meetings of the Board of Advisors, but the designee may not vote and shall not be counted for purposes of a quorum.  Designee attendance at meetings of the Board of Advisors does not count toward the number of meetings of the Board of Advisors that such member of the Board of Advisors has attended.

(f)                Any member of the Board of Advisors present at a meeting of the Board of Advisors shall be presumed to have assented to any action taken at such meeting unless such member’s dissent is entered in the minutes of the meeting or unless the member of the Board of Advisors shall file his or her written dissent to such action with the person acting as the secretary (or other designated officer) of the meeting of the Board of Advisors at the meeting or immediately after the adjournment thereof.  Such right to dissent shall not apply to a member of the Board of Advisors who voted in favor of such action.

Section 6.8 -   Minutes of the Board of Advisors

The Board of Advisors shall cause to be kept a complete record of all minutes of the Board of Advisors, including minutes of an executive session held by the Board of Advisors, which shall be kept separate from the minutes of regular meetings and treated as confidential.  The Board of Advisors shall present a full report at the Annual Meeting of the General Assembly on the activities of the Board of Advisors.

Section 6.9 -  Electronic Votes

Any vote to be taken by the Board of Advisors may be conducted electronically, so long as the required notice is given.  The Board of Advisors shall determine the procedures to be followed for such electronic votes, so long as they are consistent with these Amended and Restated Bylaws.

Section 6.10 -  Action by Board of Advisors in Lieu of a Meeting

Unless otherwise restricted by the Articles of Incorporation, as amended, or these Amended and Restated Bylaws, any action required or permitted to be taken at a meeting of the Board of Advisors may be taken without a meeting if all Directors of the Board of Advisors consent in writing to the adoption of a resolution authorizing the action.  The resolution and written consents thereto by the Directors of the Board of Advisors shall be filed with the minutes of the Board of Advisors or filed with the corporate records reflecting the action taken.

Section 6.11 -  Number and Qualifications of Officers and Agents

(a)                The officers of the Board of Advisors shall consist of a Chairman, a Vice Chairman, and a Secretary, each of which is designated pursuant to Section 6.4, and the Executive Director, who shall be elected by the Board of Directors.  The Board of Advisors may also appoint such other officers, assistant officers, and agents, as it may consider necessary.  One person may hold more than one office at a time, except that no person may simultaneously hold the offices of Executive Director and Secretary.  Officers of the Board of Advisors, except the Executive Director who shall be designated pursuant to Section 5.17, shall be designated pursuant to the provisions of Section 6.4; except that only Gold retail members shall be eligible to serve as Chairman and Vice Chairman.

(b)               Officers, or any other agent of the Board of Advisors, may be removed at any time, with or without cause, by a vote of two-thirds (2/3) of the votes cast by the Board of Advisors at a Special Board Meeting, subject to the contractual rights, if any, of the person so removed.  Appointment of an officer or agent shall not create any contract rights.  In the case of removal or vacancy in any office, the Board of Advisors shall fill such vacancy by appointment for the unexpired portion of the term in accordance with Section 6.6.

Section 6.12 -  Chairman

The Chairman of the Board of Advisors shall be designated in the manner provided in Section 6.4.  He or she shall preside over all meetings of the Board of Advisors and meetings of the General Assembly.  Except as otherwise provided in these Amended and Restated Bylaws, the Chairman of the Board of Advisors shall coordinate with the Executive Director in managing the daily affairs of the Organization and shall have the authority to delegate any of his or her authority.  Upon the expiration of his or her term, the Chairman of the Board of Advisors shall be entitled to continue to serve as the Past Chairman of the Board of Advisors as provided in Section 6.4.  The Past Chairman of the Board of Advisors shall serve as Chairman of the Nominating Committee.

Section 6.13 -  Executive Director

The Executive Director shall have the duties described in Section 5.17. 

Section 6.14 -  Vice Chairman

The Vice Chairman of the Board of Advisors shall be designated in the manner provided in Section 6.4.  He or she shall assume the duties of the Chairman of the Board of Advisors in the absence of the Chairman of the Board of Advisors and shall coordinate the membership activities of the Organization and serve as the Chairman of the Personnel Committee.  Should the office of the Chairman of the Board of Advisors become vacant for any reason, the Vice Chairman of the Board of Advisors shall become the Chairman of the Board of Advisors for the unexpired portion of the term.

Section 6.15 -  Secretary

The Secretary of the Board of Advisors shall be designated in the manner provided in Section 6.4 for a term of two years.  The Secretary of the Board of Advisors, or his or her designee, shall perform, or cause to be performed, the following duties: (i) keep the minutes of the proceedings of the Board of Advisors, committees of the Board of Advisors, any other committees of the Organization (other than committees appointed by the Board of Directors), and the General Assembly; (ii) ensure that all notices (other than notices to the Board of Directors) are duly given in accordance with the provisions of these Amended and Restated Bylaws or as required by law; and (iii) in general, perform all duties incident to the office of Secretary of the Board of Advisors and such other duties as from time to time may be assigned to the Secretary of the Board of Advisors by the Chairman of the Board of Advisors or by the Board of Advisors.

ARTICLE VII

BUSINESS AND TECHNICAL COMMITEES

Section 7.1 -  Business Committees

The Board of Advisors shall appoint those standing business committees which it sees fit pursuant to Section 6.1 to handle specific business affairs of the Organization and provide to each such committee that authority which it deems appropriate.  Each standing committee shall be chaired by a  Gold member, who shall be required to call meetings either in-person or via teleconference quarterly, including an in-person meeting at the Conexxus Annual Conference.  If the Business Committee chair fails to call the required meetings, this may result in replacement of the chair.  Membership on the Board of Advisors shall not be a requirement for serving on a standing business committee.  Each of these committees bi-annually shall elect a chairman.  The Board of Advisors may from time to time change the name, mission and/or function of any of these committees.  The Technology Research Committee shall be allowed to invite a limited number of non-members as Subject Matter Experts (SMEs) who may participate in Committee meetings and/or events for up to one year; provided, however, that such SMEs shall have no membership rights.  To the extent practicable the committees will elect their chairmen on a staggered basis to minimize simultaneous leadership changes.  In addition, the following standing committees shall handle other specific functions, but shall be chaired by the respective Officer who is delegated the responsibility in Article VI: (1) the Nominating Committee; and (2) the Audit and Finance Committee.

Section 7.2 -  Technical Committees

The Board of Advisors shall appoint those standing technical committees which it sees fit pursuant to Section 6.1 to handle specific technical standards areas of the Organization and provide to each such committee that authority which it deems appropriate.  Each standing committee shall be chaired by a Gold member.  Membership on the Board of Advisors shall not be a requirement for serving on a standing technical committee.  Each of these committees bi-annually shall elect a chairman.  The Board of Advisors may from time to time change the name, mission and/or function of any of these committees.  To the extent practicable the committees  will elect their chairmen on a staggered basis to minimize simultaneous leadership changes.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

Section 8.1 -  Indemnification

The Organization shall indemnify any Officer, member of the Board of Directors and member of the Board of Advisors against all expenses and liabilities, including counsel fees reasonably incurred in connection with any proceeding to which such person is a party, or in which such person may be involved by reason of his or her status as an Officer, member of the Board of Directors or member of the Board of Advisors, except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duties to the Organization. This provision shall be deemed to cover former Officers, members of the Board of Directors and members of the Board of Advisors, their heirs, executors, or administrators, to the extent that the claims against them arose during their terms in office, they were operating within the scope of their duties, and they are not found to have engaged in willful misfeasance or malfeasance in the performance of those duties.  The Organization also may indemnify, at the discretion of the Board of Directors, any individual acting on behalf of the Organization, in accordance with the laws of the Commonwealth of Virginia.

Section 8.2 -  Insurance

The Organization, at the discretion of the Board of Directors, may purchase or maintain insurance on behalf of any person who is or was a member of the Board of Directors, member of the Board of Advisors, Officer, employee, or agent of the Organization, or was serving in such capacity for another entity at the request of the Organization, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Organization would have the power to indemnify him or her against such liability under such Section 8.1.

ARTICLE IX

AMENDMENTS

Section 9.1 -  Except as otherwise provided by the Articles of Incorporation, as amended, or by applicable law, these Amended and Restated Bylaws may be altered, amended, or repealed, in whole or in part, by the Board of Directors.

Section 9.2 -  All approved changes will be distributed to the entire membership via posting on its website within fifteen (15) business days of the Board of Directors vote.

Section 9.3 -  All restrictions, limitations, requirements, and other provisions of these Amended and Restated Bylaws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal.

ARTICLE X

DISSOLUTION

Section 10.1 -  A vote recommending dissolution of the Organization shall require approval of a majority of all votes cast by Gold members in attendance at a duly called meeting of the Gold members at which a quorum exists. 

Section 10.2 -  The Organization shall use its funds only to accomplish the purposes specified in these Amended and Restated Bylaws, and no part of such funds shall inure to the benefit of or be distributed to the members upon dissolution.

Section 10.3 -  Upon dissolution of the Organization, any funds remaining shall be distributed to qualified organizations in accordance with the federal and state laws, which shall be selected by the Board of Directors.

ARTICLE XI

MISCELLANEOUS

Section 11.1 -  Seal, Official Records

The official seal of the Organization shall set forth the name of the Organization and shall contain the words “seal” and “Incorporated.”  All books and records of the Organization may be inspected by any member of the Board of Directors, any member of the Board of Advisors, or any Member, or such Director’s, Advisor's, Member’s authorized agent or attorney, for any proper purpose at all reasonable times.

Section 11.2 -  Fiscal Year

The fiscal year of the Organization shall be as established by the Board of Directors.

Section 11.3 -  Loans to Trustees and Officers Prohibited

No loans shall be made by the Organization to any (i) members of the Board of Directors,(ii) members of the Board of Advisors, (iii) officers, or (iv) agents, including to any employees who serve in such positions.  No loans shall be made by the Organization to any employees without prior approval of the Board of Directors.  Any Director, Advisor, officer, employee, or agent who assents to or participates in the making of any such loan shall be liable to the Organization for the amount of such loan until it is repaid.

Section 11.4 -  Bylaws Interpretations and Severability

 In case of a conflict between provisions of these Amended and Restated Bylaws, the more specific provision shall prevail over the more general one.  Any article, section, subsection, subdivision, sentence, clause, or phrase of these Amended and Restated Bylaws which, upon being construed in the manner provided in this section, shall be contrary to or inconsistent with any applicable provision of law, shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these Amended and Restated Bylaws, it being hereby declared that these Amended and Restated Bylaws and each article, section, subsection, subdivision, sentence, clause, or phrase thereof, would have been adopted irrespective of the fact that any one or more articles, sections, subsections, subdivisions. sentences, clauses, or phrases is or are illegal.

Section 11.5 -  Common Directors and Related Transactions

No contract or other transaction between the Organization and one or more of its members of the Board of Directors or Board of Advisors or any other corporation, firm, association, or entity in which one or more of its Directors or Advisors are trustees, directors, or officers or are financially interested shall be either void or voidable because of such relationship or interest, or because such Directors, Advisor or Advisors are present at the meeting of the Board of Directors or the Board of Advisors, or a committee thereof which authorizes, approves, or ratifies the contract or transaction, or because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors, Board of Advisors, or committee which authorizes, approves, or ratifies the contract or transaction; or (ii) the contract or transaction is fair and reasonable to the Organization.  Common or interested Directors or Advisors may be counted in determining the presence of a quorum at a meeting of the Board of Directors, Board of Advisors, or committee thereof which authorizes, approves, or ratifies such contract or transaction.

Section 11.6 -  Rules

At all official meetings or deliberations of the Organization, “Robert’s Rules of Order -- Revised” shall control all parliamentary procedures.

 

CONEXXUS, INC.
OPERATING PROCEDURES AND GUIDELINES
REVISED AUGUST 15, 2019

 

ARTICLE I
TECHNICAL ADVISORY COMMITTEE

Section 1.1 Membership

The Conexxus Technical Advisory Committee ("TAC") shall be comprised of the Chair of the TAC, elected in accordance with Section 1.3, the Conexxus Executive Director, and the chair of each Technical Committee, Subcommittee, and Working Group (as hereinafter defined). The Conexxus Board of Directors may appoint additional TAC members to ensure that an under-represented segment of the membership is represented.

Section 1.2 Responsibilities

The Technical Advisory Committee shall work with the Conexxus Executive Director or his/her designee, to direct and oversee the Technical Committees, Subcommittees, and Working Groups (as hereinafter defined) of the Organization. The TAC shall report to the Conexxus Board of Advisors. The TAC shall approve individual standards projects that it determines would benefit Conexxus Members, assign such work to the appropriate Technical Committee(s), mediate and resolve any disputes between committees/working groups over the appropriate jurisdiction of specific work and any impasses that may arise between committees/working groups, and review at least annually how well each Technical Committee, Subcommittee, and Working Group is functioning. The TAC shall have responsibility to review all specific draft standards upon request by the appropriate Technical Committee.

Section 1.3 Chair and Vice Chair

The Chair of the Technical Advisory Committee shall be elected by the General Assembly at the time and place as other elected members of the Board of Advisors and shall serve a two-year term on the Board of Advisors. The Executive Director of Conexxus shall serve as the Vice Chair of the TAC; provided, however, that the Conexxus Director of Standards may serve as his or her alternate.

Section 1.4 Other Officers

At the annual meeting of the Organization, the Technical Advisory Committee members shall designate other officers from among its members.

Section 1.5 Meetings

The Technical Advisory Committee Chair shall call the required meetings consistent with Section 2.8.

Section 1.6 Notice

Notice of each meeting of the Technical Advisory Committee stating the date, time, place, and purpose(s) of the meeting shall be given to each member at the member's business address at least five (5) days prior thereto by the mailing of written notice by first class, certified, or registered mail, or at least two (2) days prior thereto by E-mail or personal delivery of written notice (the method of notice need not be the same as to each member), by facsimile, or by any other method approved by the TAC. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. Any TAC member may waive notice of any meeting before, at, or after such meeting. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a TAC member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 1.7 Presumption of Assent

Any Technical Advisory Committee member present at a TAC meeting shall be presumed to have assented to any action taken at such meeting unless the member's dissent is entered in the minutes of the meeting or unless the member shall file his or her written dissent to such action with the person acting as the secretary of the meeting at the meeting or immediately after the adjournment thereof. Such right to dissent shall not apply to a TAC member who voted in favor of such action.

Section 1.8 Quorum and Voting

A majority of the Technical Advisory Committee shall constitute a quorum at any business meeting, and the vote of a majority of the TAC members present in person at a meeting at which a quorum is present shall be the act of the TAC, unless specifically provided otherwise in the Articles of Incorporation, corporate Bylaws, or applicable law. If less than a quorum is present at any meeting properly noticed and called, the TAC members present may continue the meeting; however, any such action taken at such meeting must be ratified at a subsequent TAC meeting at which the required quorum is present or by an electronic vote taken prior to a subsequent TAC meeting.

Section 1.9 Electronic Balloting

The Technical Advisory Committee is expressly permitted to conduct electronic votes.

Section 1.10 Meetings by Telephone

Members may participate in a meeting of the Technical Advisory Committee by means of conference telephone by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute present in person at a meeting of the Technical Advisory Committee.

Section 1.11 Consent in Lieu of Meeting

Any action that may be taken at a meeting of the Technical Advisory Committee may be taken without a meeting if written consent setting forth the action so taken is signed or agreed to electronically by all of the members and is filed with the Executive Director. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Technical Advisory Committee members at a meeting.

Section 1.12 Minutes

The minutes of each Technical Advisory Committee meeting shall be made available to all members via the Conexxus website, and submitted within a reasonable time frame to the Executive Director for legal review and subsequent distribution to the Conexxus Board of Advisors.

ARTICLE II

COMMITTEES AND WORKING GROUPS

Section 2.1 Creation of Technical Committees

Section 2.1.1 The Technical Advisory Committee shall have the authority to establish Technical Committees, or Ad Hoc Technical Committees, as necessary to develop and maintain standards in accordance with the objectives of the Organization, subject to approval of the Conexxus Board of Advisors, or to dissolve any such committee if it is no longer needed to accomplish those objectives.

Section 2.1.2 Technical Committees shall have the responsibility of directing and overseeing all work in such specific areas identified above, including the management of any Subcommittee or Working Group that might be formed within such committees. At least annually, each Technical Committee shall report to the Technical Advisory Committee on the status of all activities within its control.

Section 2.2 Creation of Subcommittees and Working Groups

Section 2.2.1 Subcommittees may be formed within a Technical Committee as appropriate to address an area of substantive work (e.g., lottery, motor fuels, retail within EB2B)..  Working Groups within a Technical Committee or Subcommittee may be formed as appropriate to address a single work item.

Section 2.2.2 Subcommittees or Working Groups may be formed within the appropriate Technical Committee when deemed appropriate by the Technical Advisory Committee to accomplish the objectives of the Organization and those Subcommittees or Working Groups may be dissolved when the TAC concludes that the Subcommittee or Working Group is no longer needed or performing work to accomplish any Conexxus objective.

Section 2.2.3 Subcommittees or Working Groups shall have the responsibility of directing and overseeing the work of their particular group, as directed by the New Work Item approved by the Technical Advisory Committee as provided in Article III, and shall coordinate their work with the Committee under which the Subcommittee or Working Group is formed. At least annually, each Subcommittee or Working Group shall report to its Technical Committee on all activities within its control.

Section 2.3 Authority and Oversight

The delegation of authority to any Technical Committee, Subcommittee, or Working Group shall not operate to relieve the Board of Advisors from any responsibility imposed by law. Each Technical Committee shall review the work of its Subcommittee(s) or Working Group(s) in developing draft standards, technical guidance documents, and implementation guides. The TAC shall review the work of each Technical Committee as provided in Section 1.2.

Section 2.4 Operating Procedures

Procedures for governing the operation of Technical Committees, Subcommittees, or Working Groups shall be adopted by the Board of Advisors, which may be changed from time to time as required pursuant to the provision in Section 6.1. The Executive Director shall maintain such Operating Procedures, as well as a list of the members of each Technical Committee, Subcommittee, and Working Group.

Section 2.5 Technical Committee, Subcommittee, and Working Group Membership

All Gold and Silver Members are automatically eligible to become members of any Technical Committee and/or any of the Subcommittees or Working Groups within any such Technical Committee, which memberships shall be activated by each Member sending notice to the Executive Director notifying Conexxus of the Technical Committees, Subcommittees, or Working Groups in which it elects to participate, which notice is effective until changed by the Member. Any employee, officer, director, or agent of a Member in good standing may serve on any Technical Committee, Subcommittee, or Working Group and vote according to the rules established for their Membership class. Non-members of Conexxus (including consultants, lawyers, information technology professionals, federal and state agency administrators, and elected officials, etc.) may attend no more than two meetings of any Technical Committees, Subcommittees, or Working Groups without joining Conexxus, but may not vote or obtain access to standards and related documents unless they become a member of Conexxus at not less than a Silver membership or pay the appropriate fee(s) as set from time to time by the Executive Director, and ratified by the Board of Advisors, for such standards and documents. Non-members also may be charged a fee for attendance at any Technical Committee, Subcommittee, or Working Group meeting to help defray meeting costs.

Section 2.6 Submissions to Committee, Subcommittee, and Working Groups

Section 2.6.1 "Submission" means any contribution of ideas, suggestions, and/or materials made by any Member or non-Member participating in any Technical Committee, Subcommittee, or Working Group for incorporation into, or modification of, any Conexxus Standard or draft or proposed Standard or Specification, or any draft guidance document, including best practices, whether it is submitted in writing, electronically, or orally.

Section 2.6.2 No Member or other contributing party shall knowingly make a Submission to a Technical Committee, Subcommittee, or Working Group that: (1) infringes the intellectual property rights of any third party, including any copyright or trade secret rights; or (2) would require any implementing product to be disclosed or distributed in source code form.

Section 2.6.3 All Submissions shall become the work product of Conexxus, subject to the Intellectual Property Policy (Article VI), unless an appropriate IP disclosure is made or until Conexxus determines not to use the Submission, in which case IP ownership shall revert to the Member or Non-Member who submitted it. Procedures governing Submissions made pursuant to this provision shall be adopted by the Board of Advisors, which may be changed from time to time as required pursuant to the provision in Section 6.1. The Executive Director shall maintain such Submissions procedures, and ensure that they are followed by the TAC and the Technical Committees, Subcommittees, and Working Groups.

Section 2.7 Technical Committee Officers

Section 2.7.1 Each Technical Committee shall, subject to confirmation by the TAC, elect one member of the Committee established by the TAC to serve as chair of that Committee ("Committee Chair"). The Committee Chair shall oversee and direct the business and affairs of such Committee. The Committee Chair shall be elected to serve a term of two (2) years in accordance with the applicable provisions of the Conexxus Bylaws. A vacancy in the position of Committee Chair, however occurring, shall be filled by the Vice-Chair for the unexpired portion of that term, or by another qualified member of the Technical Committee.

Section 2.7.2 The Chair is the principal agent of Conexxus and shall be responsible for:

  • Calling the required meetings of the Technical Committee consistent with Section 2.8;
  • Preparing in advance of each meeting an agenda (and any pre-reads) for that meeting;
  • Chairing meetings impartially;
  • Ensuring that the Conexxus Antitrust and IP Policies are summarized at each meeting;
  • Arranging for minutes of each meeting to be kept and submitted to the Executive Director for legal review by counsel;
  • Reviewing the Committee budget and reporting to Conexxus at its semi-annual meetings;
  • Encouraging the members to reach consensus on issues before the Committee;
  • Ensuring prompt and efficient progress of the Committee's work;
  • Soliciting and incorporating input and feedback from the Retailer Business Requirements Committee as appropriate, including to resolve disputes between Technical Committees;
  • Providing information and direction to the Executive Director and the TAC on the work of the Committee;
  • Overseeing liaison relationships between Conexxus and other organizations;
  • Representing Conexxus on other organizations related to the work of the Committee;
  • Carrying out or delegating all other duties not specifically enumerated herein.

Section 2.7.3 Each Technical Committee shall, subject to confirmation by the TAC, elect one member of the Technical Committee to serve as vice-chairperson of that Committee ("Committee Vice-Chair"). The Committee Vice-Chair shall be elected to serve a term of two (2) years. A vacancy in the position of the Committee Vice-Chair of any Technical Committee, however occurring, shall be filled by appointment by the Chair, subject to approval by the TAC.

Section 2.7.4 The Vice Chair shall be responsible for:

  • Carrying out all duties and responsibilities of the Chair when the Chair is absent;
  • Preparing ballot draft revisions to the procedures;
  • Acting as parliamentarian at meetings when required;
  • Serving on ad hoc committees as needed.

Section 2.7.5 The Chair and Vice-Chair of a Technical Committee shall appoint, in consultation with the Executive Director, a member from among those members agreeing to participate on a Subcommittee or Working Group as Chair. No person may serve as chair that is already a Chair of the Technical Committee and no person may serve as Chair of more than one Subcommittee or Working Group.

Section 2.7.6 The Chairs of the Subcommittee or Working Group shall be responsible for:

  • Calling the required meetings of the Subcommittee or Working Group consistent with Section 2.8;
  • Managing standards development consistent with the New Work Item approved for that Subcommittee or Working Group;
  • Carrying out the responsibilities of Chair, consistent with those of the Technical Committee Chair as set forth in Section 2.7.2;
  • Seeking input from the Retailer Business Requirements Committee as needed and appropriate to ensure that business and use cases identified as part of the New Work Item are being followed and/or accounted for;
  • Forwarding standards with Subcommittee or Working Group consensus recommendations to the appropriate parent Technical Committee for review and comment voting;
  • Presenting the Subcommittee or Working Group's final approved document to the appropriate parent Technical Committee that oversees the Subcommittee or Working Group efforts;
  • Preparing written reports to appropriate parent Technical Committee twice each year and presenting those reports in person at a meeting of the appropriate parent Technical Committee;
  • Contributing to the appropriate parent Technical Committee agendas and preparing the appropriate parent Technical Committee chair and/or Executive Director for any issues that need to be resolved by the TAC;
  • Tracking the status of work items assigned to the particular Subcommittee or Working Group;
  • Assisting the Executive Director in developing explanatory material for letter ballots;
  • Conducting the business of the Subcommittee or Working Groups;
  • Responding to inquiries of the appropriate parent Technical Committee Chair and Executive Director;
  • Overseeing and supporting the work of the Subcommittee or Working Group;
  • Recommending that the appropriate parent Technical Committee consider the adoption of international standards.

Section 2.8 Meetings

Technical Committee, Subcommittee, and Working Group meetings shall be held as necessary to carry out their duties and functions when called by the respective Chair; provided, however, that each technical committee, subcommittee, and working group shall meet either in-person or via teleconference quarterly, including an in-person meeting at the Conexxus Annual Conference.  If a chair of a Technical Committee, Subcommittee or Working Group fails to call the required meetings, this may result in replacement of the chair.  Minutes of each Technical Committee, Subcommittee, and Working Group meeting shall be kept, which shall be in writing and submitted in a reasonably timely manner to the Executive Director for review by counsel and posting on the Website for the appropriate Technical Committee, Subcommittee, or Working Group.

Section 2.9 Notice

Section 2.9.1 Notice of each Technical Committee, Subcommittee, and Working Group meeting stating the date, time, place, and purpose(s) of the meeting shall be given to the respective Technical Committee, Subcommittee, and Working Group members at the last known business address of each member as shown by the books of the Organization at least five (5) days prior thereto by the mailing of written notice by first class, certified, or registered mail, or at least two (2) days prior thereto by E-mail or personal delivery of written notice (the method of notice need not be the same as to each committee member), by facsimile, or by any other method approved by the Board. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, with postage thereon prepaid.

Section 2.9.2 Any Technical Committee, Subcommittee, and Working Group member may waive notice of any meeting before, at, or after such meeting. The attendance of any Member at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.9.3 Notice of Technical Committee, Subcommittee, and Working Group meetings must be sent to the Conexxus Executive Director.

Section 2.10 Quorum and Voting

 Unless otherwise provided by the Board of Advisors by resolution,  twenty-five percent (25%) of the members of a Technical Committee, Subcommittee, or Working Group eligible to vote shall constitute a quorum for the transaction of any business at any meeting, except for votes on recommending adoption of a draft standard, and the vote of the majority of the eligible members present in person at a meeting at which a quorum is present shall be the act of the Technical Committee, unless specifically provided otherwise in these Operating Procedures, the Articles of Incorporation, Bylaws, or applicable law. If less than a quorum is present at any meeting properly noticed and called, the Members present may continue the meeting. If a quorum is not available and a formal vote is required, an electronic vote shall be undertaken, and a majority of those voting shall constitute the disposition of the question. The TAC must approve any action taken on business issues at such meeting.

 

ARTICLE III

STANDARDS APPROVAL AND ADOPTION PROCESS

Section 3.1 Definition of Standards

The term "Draft Standard" shall mean any proposed or recommended standards, specifications, technical guidance documents, implementation guides, or other related documentation developed by a Working Group or Technical Committee pursuant to a New Work Item; provided, however, that documents such as best practices, training guides and white papers may qualify for the “fast track” procedures established herein. The term "Final Standard" shall mean any such Draft Standard adopted by a vote of the Conexxus General Assembly.

Section 3.2 Uniform Requirements for Draft Standards

When a Technical Committee has approved recommended Draft Standards, the chair of the committee shall notify the Standards Quality Assurance Committee (SQA) and the Technical Advisory Committee (TAC).   

Within twenty (20) days of the notification from the Technical Committee, the SQA chair shall circulate a copy of the draft standards and shall convene a meeting of the SQA to review the draft standards to ensure that all necessary documentation has been prepared by the Technical Committee. If the SQA Committee concludes that the draft standard does not have appropriate documentation, the chair of the SQA shall so notify the chair of the appropriate Technical Committee. Such notification should be accompanied by recommendations from the SQA as to how the draft standard may be modified or enhanced to meet documentation requirements. 

Within twenty (20) days of the notification from the Technical Committee, the TAC chair shall circulate a copy of the draft standards and shall convene a meeting of the TAC to review the draft standards to ensure they are consistent with New Work Item, any applicable Conexxus design guidelines, and that Counsel has reviewed the draft standards to ensure that they meet all legal requirements, especially those related to Articles VI and VIII.  If the TAC concludes that the draft standard is inconsistent with or does not fully meet the business needs, the chair of the TAC shall so notify the chair of the appropriate Technical Committee. Such notification should be accompanied by recommendations from the TAC as to how the draft standard may be modified, enhanced, or changed to meet the approved business requirements. 

The reviews by SQA and TAC, as well as the general comment period by the General Assembly may occur in parallel.  Until the SQA and TAC approve a Draft Standard to confirm that it meets these uniform requirements, it shall not be considered for adoption by the General Assembly. 

Section 3.3 Consensus Voting

Votes on approval of Draft Standards for recommendation to the next level, whether from the Working Group or Subcommittee to the Technical Committee, the Technical Committee to the General Assembly, shall be consensus votes. Negative votes or comments on Draft Standards are to be reviewed and addressed  first by the Working Group, Subcommittee, or Technical Committee considering the draft, and the resolution of those comments, including any correspondence with the parties, shall be forwarded to the Executive Director following any vote, consistent with the procedures set forth in Section 3.5 governing Public Comments, whether or not the draft has been circulated for Public Comment or is still in preliminary draft form and has not yet been released for Public Comment. Consistent with ANSI procedures, consensus is defined as more than a mere majority of the members of the Working Group, Subcommittee, or Technical Committee, but not a unanimous approval. Only eligible members in good standing may vote to reach such a consensus to recommend approval of draft standards or adoption of Final Standards. The Executive Director shall maintain this correspondence in the official files.

Section 3.4 Standards Adoption

The Chair of the Working Group or Subcommittee shall send the final voting tally on any proposed Draft Standard by the Working Group or Subcommittee, including al negative comments, to the parent Technical Committee for its consideration. After any affirmative consensus on a proposed Draft Standard by a Technical Committee and upon the completion of the SQA and TAC reviews, the Executive Director shall send the final voting tally, including the resolution of all negative comments, to the General Assembly for its review and a vote on adoption of a Final Standard pursuant to the Bylaws.

Section 3.5 Public Comments

Section 3.5.1 Each Technical Committee shall submit to the Executive Director or his designee any Draft Standard or related document for Public and General Assembly Review and Comment following Committee adoption of the draft proposal. This Review and Comment period shall be at least twenty-five (25) days. Comments received during this comment period shall be considered in accordance with Section 3.5.3.  An email notification to all Conexxus members shall be sent to all members in good standing, of the availability of the Draft Standard on the Conexxus website. Only after all comments have been addressed by the Technical Committee and reviewed by the TAC and/or SQA, as appropriate, shall the Draft Standard be submitted to the General Assembly for final adoption.

Section 3.5.2 Negative votes shall be accompanied by documentation that includes the following: (a) a specific paragraph, sections, or parts to which the negative ballot pertains; (b) specific substantive reason(s) for the objection; and (c) proposed wording or action requested to resolve the objection.

Section 3.5.3 Every comment shall be considered and resolved in accordance with this subsection before a ballot is considered to have been approved by the Technical Committee responsible for circulating a draft standard or related document. Consideration given to all comments, including an explanation of resolution decisions, shall be documented in meeting notes, minutes, or other records and submitted to the Executive Director. If comments are received pertaining to Conexxus policies and procedures, the Committee shall seek input from the Executive Director on how to resolve those questions, but the eventual resolution of comments shall rest with the responsible Committee, subject to the following general guidelines.

Comments should in most instances be resolved in one of the following ways:

(a) Comments on affirmative ballots determined to be persuasive and editorial in nature: the proposed editorial changes are incorporated into the document and the draft shall be approved with those changes.

(b) Comments on affirmative ballots determined to be persuasive and substantive in nature: accepted substantive changes are treated as a negative comments and the revised draft must be re-balloted.

(c) Comments on affirmative ballots determined not to be technically persuasive: such comments are not considered further.

(d) Comments on negative ballots that are determined to be persuasive and substantive will be accepted as         substantive changes and will be re-balloted, as provided in subsection 3.6 below.

(e) Comments on negative ballots may be withdrawn by the commentor after consultation with the Chair of the Technical Committee, Subcommittee, or the Working Group and that Member's vote shall be changed in writing or through electronic communications to either an abstention or an affirmative vote. If a negative vote is not changed in writing or through electronic communication, it shall be reported as an outstanding negative comment and must be reported as such to the Executive Director.

(f) Comments on negative ballots that are determined to be technically non-persuasive or are found to be unrelated to the item being balloted will not be considered further.

Section 3.6 Re-balloting

If any substantive changes are made to a Draft Standard as a result of comments received to an initial ballot or through Public Comment, the entire document may be re-balloted, or only those items that were substantively changed during ballot resolution may be re-balloted. Re-balloting procedures are the same as balloting procedures, including provision of another 25-day Public Comment period.

Section 3.7 Appeals

Any person having a material interest in a Conexxus standards action shall have the right to bring a timely appeal to raise objections to the procedures used to adopt a Final Standard; provided, however, that such person must have exhausted all operating procedures for conflict resolution in the standards development process, including consideration of negative ballots, before lodging any appeal. Appeals shall be considered by the Technical Advisory Committee, with the right of further appeal to the Conexxus Board of Advisors; provided that no Member of the TAC or the Board of Advisors who has an interest in the outcome of any appeal shall participate in such resolution. The TAC and the Board of Advisors may call upon experts familiar with the issues of the dispute. The appellant shall be given the opportunity to appear before the TAC and the Board of Advisors to present evidence and arguments in support of its objections.

Initially, the TAC shall consider whether applicable Conexxus policies and procedures were satisfied and whether the procedural and substantive actions or requirements complained of merit corrective action. The Conexxus Board of Advisors shall have the right to review the decision of the TAC to ensure that a proper decision is reached on the objections raised. Any decision by either the TAC or the Board of Advisors shall each issue a written decision within 45 calendar days after any hearing or submission of evidence by the appellant. The decision shall indicate the conclusions reached, their basis, and the right of further appeal. The Executive Director shall ensure that a complete record of the appeal is compiled and maintained in conformance with Conexxus operating procedures.

Section 3.8 Electronic Balloting

Technical Committees, Subcommittees, and Working Groups are expressly permitted to conduct electronic votes on adoption of draft standards and recommendation of those draft standards to the next level of review.

Section 3.9 Fast Track Procedures

When a NWI is submitted for approval by a Technical Committee and it believes that the expected form of deliverable of the development process will be best practices, training guides or white papers (Draft Deliverable), or if there is a need for the requested alternative deliverable to be developed within a limited time, the Technical Committee shall request that the TAC assign the work under the “fast track” expedited procedures set forth herein. Upon such designation by the TAC, the Technical Committee, Subcommittee, or Working Group shall follow these expedited procedures; provided, however, that except for the explicit changes to the timing of comments and approval process, all other requirements of this Article III, including the need for consensus and the appeal process, shall apply to the adoption of a Final Standard.  At all stages of the “fast track” process, the provisions for electronic balloting in Section 3.8 shall be used.

Section 3.9.1 When new work that will be handled under this “fast track” process is assigned to a Technical Committee, or one of its Subcommittees or Working Groups, that group shall hold an initial meeting to define the scope of the project, confirm the expected deliverables, and determine the timeline for development of the deliverables.  The Technical Committee, Subcommittee, or Working Group  shall take into consideration the expedited nature of a “fast track” request and shall provide a time line for development of all deliverables based on this factor. All this information shall be shared with the chair of the Technical Committee, the TAC, and the Executive Director. 

Section 3.9.2 In accordance with the time line established by the Technical Committee, Subcommittee or Working Group, a Draft Deliverable shall be prepared and circulated for comments and approval within the development group. The development group may seek assistance and appropriate feedback, where appropriate, from SQA and/or TAC or Technical Committee in order to facilitate preparation of the Draft Deliverable in an expedited manner.

Section 3.9.3 When the Draft Deliverable has been prepared, it shall be circulated to the Full Committee for review and approval, unless the Technical Committee is the developer, in which case this stage of the process is not required. The comment period for this stage of the “fast track” process shall be fifteen (15) days; provided, however, that all other procedural requirements of this Section shall apply.  If negative comments are received, the developing group shall consider them and determine what, if any, changes should be made to the Draft Deliverable.  Unless significant substantive comments are received that require major changes to the Draft Deliverable, the revised Draft does not have to be circulated for review and approval a second time; if the all comments received have been incorporated in the revised Draft Deliverable no additional circulation is required.

Section 3.9.4 When a Draft Deliverable has been fully vetted and approved by the Technical Committee, and reviewed by counsel, the SQA and TAC should be notified.

Within ten (10) days of the notification from the Technical Committee, the SQA chair shall circulate a copy of the Draft Deliverable and convene a meeting of SQA to review it; provided, however, that all other procedural requirements of this Section shall apply.  If SQA determines that the Draft Deliverable is deficient, then it shall return it to the development group for additional standards development work consistent with the comments and/or other feedback provided by SQA.  However, if SQA determines that the Draft Deliverable may be adopted as is or with only minor edits/changes, then it shall provide that feedback to the Executive Director or his designee for action.

Within ten (10) days of the notification from the Technical Committee, the TAC chair shall circulate a copy of the Draft Deliverable and convene a meeting of TAC to review it; provided, however, that all other procedural requirements of this Section shall apply.  If the TAC determines that the Draft Deliverable is deficient, then it shall return it to the development group for additional standards development work consistent with the comments and/or other feedback provided by the TAC.  However, if the TAC determines that the Draft Deliverable may be adopted with only minor edits/changes, then it shall provide that feedback to the Executive Director or his designee for action.

The reviews by SQA and TAC, as well as the general comment period by the General Assembly may occur in parallel.  Until the SQA and TAC approve a Draft Standard to confirm that it meets these uniform requirements, it shall not be considered for adoption by the General Assembly. 

Section 3.9.5 A General Assembly and Public Review and Comment period should occur for a ten (10)-day period. Comments received during this comment period shall be considered in accordance with Section 3.5.3. Only after all comments have been addressed by the Technical Committee and reviewed by the TAC or SQA, as appropriate, shall the Draft Standard be submitted to the General Assembly for final adoption.

ARTICLE IV

NEW WORK ITEM APPROVAL PROCESS

Section 4.1 New Work Items

Conexxus Members suggesting the development of draft standards, specifications, technical guidance documents, implementation guides, or “fast track” deliverables, must submit a New Work Item (NWI) to the Conexxus Executive Director, setting forth a description of the work proposed and related information, including which Conexxus members are willing to participate in such NWI, and which Technical Committee, Subcommittee, or Working Group should be given jurisdiction over the work, if it is approved. At least three (3) Conexxus Members in good standing must be willing to participate for the NWI to be considered by the TAC. A NWI form may be adopted by the Executive Director to facilitate this process.

Section 4.2 Approval of New Work Items

A NWI shall be submitted to the Technical Advisory Committee for its approval and assignment to the appropriate Technical Committee, Subcommittee, or Working Group. A NWI shall be considered approved if it receives an affirmative vote of the majority vote of the TAC, if at least a majority of the TAC votes.

ARTICLE V

CHANGES TO STANDARDS

Section 5.1 Authority to Update or Change Standards

Each Technical Committee, Subcommittee, and Working Group shall function in a manner that provides for periodic review and updating of standards under its jurisdiction, as initially assigned by the TAC. In carrying out those responsibilities, each Technical Committee, Subcommittee, and Working Group shall be entitled to consider requests to change or update standards under its jurisdiction submitted by Members of that Technical Committee or Working Group, and each Technical Committee, Subcommittee, or Working Group shall consider any Change Requests submitted to it in accordance with the following procedures. In addition, the TAC may in its discretion create a form for the submission of such Change Requests.

Section 5.2 Procedures for Approving Change Requests

Section 5.2.1 Members and non-members may submit a request to modify or update any existing standard developed and being maintained by the Technical Committee, Subcommittee, and/or Working Group under the appropriate parent Technical Committee. Change Requests shall be submitted electronically to the Executive Director and should be submitted sufficiently in advance of any pending meeting of the Technical Committee, Subcommittee, or Working Group as determined by the Working Group, Subcommittee, or Committee to permit Members of the Committee, Subcommittee, or Working Group to review the requested change prior to the meeting.

Section 5.2.2 At least fifteen (15) days in advance of such meeting of the Technical Committee, Subcommittee, or Working Group, the Executive Director shall simultaneously post on the Conexxus website and circulate to all Members of that committee, subcommittee, or working group, any Change Requests that have been received. An electronic bulletin board will be maintained by Conexxus for Members of any Technical Committee, Subcommittee, or Working Group where Change Requests have been posted to be discussed prior to the upcoming meeting. A formal vote on all Change Requests received, posted, and circulated in accordance with these procedures, as well as Change Requests originated during the course of a Technical Committee meeting and agreed to be voted on at such meeting, will be taken at the upcoming meeting, or by electronic ballot subsequent to the meeting if the Members in attendance at the meeting fail to vote.

Section 5.2.3 Approval of any Change Request shall require that at least a majority of the Members of the Technical Committee, Subcommittee, or Working Group who are eligible to vote cast a ballot and that each individual Change Request is agreed to by at least two-thirds (2/3) of the actual votes cast.

Section 5.3 Procedures for Versioning Standards

Versioning of standards are strictly controlled based on criteria outlined in the Conexxus Standards Documentation Guide.  Each Working Group, Subcommittee, or Technical Committee shall make its recommendation concerning whether the proposed changes or update to a Conexxus Standard or standards-related document(s) constitute a major, minor or point release.   Final approval of such versioning decision for any Conexxus Final Standard shall rest with the General Assembly. At the time that such a versioning decision is made, the General Assembly shall also determine whether the preceding version of the Standard will continue to be supported by Conexxus.

ARTICLE VI

INTELLECTUAL PROPERTY POLICY

Section 6.1 General Policy

Conexxus will develop and fund various Work Groups, Subcommittees, and Technical Committees.  The goals of the Conexxus efforts are to research, develop, and maintain standards that enable Conexxus Members to become more efficient, to reduce costs, and to increase profitability.  Work on such Conexxus Standards includes development of intellectual property.  Because of the serious implications such intellectual property holds for the standards process, Conexxus has adopted a Policy respecting how the Organization and its Members, as well as any non-Members who participate in standards development activities (collectively "Participants"), will treat any intellectual property assets.  This Policy governs the development of any Draft Conexxus Standard or adoption of a Final Standard, including the protection and administration of intellectual property that may be associated with a Conexxus Standard after it has been adopted.

Section 6.2 Compliance and Openness

Section 6.2.1 The Conexxus Policy is consistent with the Standards Development procedures adopted by the American National Standards Institute (ANSI), including the ANSI Patent Policy as approved periodically by the ANSI Board of Directors (the "ANSI Procedures"), which is incorporated herein.  This Policy conforms in all material respects to the ANSI Procedures in order to ensure that nondiscriminatory licenses for free or reasonable royalties are available if patented or patentable elements are included within Conexxus Standards.

Section 6.2.2 Meetings of the Conexxus Technical Committees, Subcommittees, and Working Groups are open to all parties that have a direct or material interest in Conexxus Standards, including all industry retailers and vendors, subject to the voting rights for each class of membership (Participants).  A summary of this Intellectual Property Policy will be presented at the beginning of each Conexxus Standards meeting in order to ensure that all Participants are aware of its requirements and effects.  Conexxus shall provide timely and adequate notice of all meetings and meeting agendas will be published prior to each meeting.  Detailed minutes of each meeting are promptly published for Participants.

Section 6.3 Duty to Disclose Intellectual Property

Section 6.3.1 Because Participants will rely upon Conexxus Standards, Conexxus has adopted a duty to disclose intellectual property rights in any work undertaken by the Technical Committees, Subcommittees, or Working Groups.  It is imperative that every Participant in the standards process knows what potential patents or copyrights might affect proposed Standards as they are being discussed, debated and modified.  Early disclosure of the patented/copyrighted technology enhances the efficiency of the process used to develop and finalize a Conexxus Standard, giving Conexxus and other Participants the greatest opportunity to evaluate the propriety of standardizing any such technology while allowing a patent holder ample time to determine how it wants to treat standardizing the IP.   The failure to disclose claimed intellectual property rights may induce other Participants to act to their detriment and seriously undermines the utility of Conexxus Standards.

Section 6.3.2

(A).  A Participant is obligated to disclose any patents that it owns or any patent applications that it files in any form with the USPTO and to disclose the existence of any copyrights that it owns, to the extent claims in the patent are in conflict with a Draft Standard (also referred to as “essential elements” of the patent in the ANSI procedures or “necessary IP” where it is not possible to use or practice the standard without infringing the patent claim or copyright) or are necessary to use or implement a proposed Draft Standard when it is adopted as a Final Conexxus Standard ("Exclusive IP Rights") (i.e., it is not possible to use or practice the standard without infringing the patent claim).   In addition, a Participant is encouraged to disclose any patents, patent applications, or copyrights owned by any third party of which it becomes aware during the standards development process.  Disclosure of Exclusive IP Rights should be made as soon as a Participant realizes or becomes aware that its Exclusive IP Rights are or may be in conflict with the language in a Draft Standard, or a subsequent version thereof, and is an ongoing responsibility during the development of a Final Conexxus Standard, although a Participant shall have a reasonable period of time to disclose not to exceed forty-five (45) days, following any new or revised language, to review it, conduct any necessary patent searches, and prepare and make a required disclosure.  Once the Disclosure Notice is received, Conexxus will disclose the information to the Working Group, Subcommittee, or Technical Committee involved within five (5) business days. 

(B)  For a New Work Item as approved in Article IV, Conexxus will call for disclosure of intellectual property from the Membership as related to the proposed work and shall grant Participants a reasonable period of time not to exceed forty-five (45) days to respond to a call for disclosure of intellectual property.  Conexxus will gather any submissions and disclose the information to the Working Group, Subcommittee, or Technical Committee involved within fifteen (15) business days after the initial meeting.

(C)  For the Public Comment Period, Conexxus will call for disclosure of intellectual property from the Membership and shall grant Participants a reasonable period of time not to exceed twenty (20) days to respond to a call for disclosure of intellectual property.  Conexxus will gather any submissions and disclose the information to the Working Group, Subcommittee, or Technical Committee involved within five (5) business days after submission.

(D).  The written notification by a Participant to Conexxus (“Disclosure Notice”), using the approved Conexxus form, should, at a minimum, include identification of the specific element(s) of the Exclusive IP Rights that it considers to be in conflict with the proposed standard and information to identify how the Exclusive IP Rights would interfere with or hinder adoption of the proposed standard; however, in the case of a pending filed patent applications the Participant must only identify with reasonable particularity the specific claims or elements it believes would be essential to use or implement the proposed Draft Standard.

Section 6.3.3

(A)  Participant claiming Exclusive IP Rights in a Disclosure Notice that may affect the use or implementation of the proposed Draft Standards and who agrees the Exclusive IP may be incorporated, must also agree to give assurances to Conexxus either to disclaim such Exclusive IP Rights or to provide licenses to all potential users of the Final Standard with no fee or on fair, reasonable and nondiscriminatory terms and conditions, including a commitment that its assurances are binding on any transfer such Exclusive IP Rights, and that the transferee will similarly include appropriate provisions in the event of future transfers with the goal of binding each successor-in-interest.  Alternatively, a Participant retains the right to inform Conexxus that its Exclusive IP Rights will not be made available for use in the Draft Standard.

(B)  In the event a Participant fails to notify Conexxus of Exclusive IP Rights in accordance with Section 6.3.2, and a Standard is adopted that is in conflict with later-discovered Exclusive IP Rights, the Participant agrees that it shall: (1) disclaim the Exclusive IP Rights with respect to its inclusion in the Final Conexxus Standard; and (2) not seek to enforce the non-disclosed conflicting Exclusive IP Rights against any implementer of the Final Conexxus Standard. 

(C)  If the Conexxus Executive Director determines that a Participant has violated the provisions of the IP Policy, the Executive Director shall be entitled to seek approval of the Board of Directors to immediately suspend the Participant’s right to participate in the affected Technical Committee, Subcommittee, or Working Group, pending the resolution of a formal suspension or expulsion notice to the Member under the Bylaws (Section 3.4(b)).

Section 6.4 Ownership of Rights and License

Section 6.4.1 The value of the standards process lies in the Final Standards developed and adopted by Conexxus. That value is diminished, or lost altogether, if third parties are permitted to adopt freely the Standards, or claim compliance with the Standards. In order to protect and preserve the Standards, Conexxus agrees to act as a steward of the final Standards. By doing so, Conexxus can obtain copyrights to protect the dissemination of the Standards and any derivative works, and to develop certification programs based on the Standards. Conexxus shall use this copyright protection to secure control over proposed and final Standards and related documents for purposes of their sales and use, thereby assuring that only one interpretation of the Standards is accepted for the petroleum, convenience, and related industries. By participating in the Conexxus Technical Committees, Subcommittees, and Working Groups, Members agree that Conexxus shall retain all right, title and interest in and to the Standards adopted by Conexxus and that participants agree to assign to Conexxus all right, title and interest in and to the Standards adopted by Conexxus, including all working papers, electronic files and correspondence related thereto. Members who have agreed to the terms of this Policy shall be deemed to receive a license from Conexxus to use and adopt the Standard, but may not claim compliance with such Standard.

Section 6.4.2 In order to facilitate this copyright policy, the Organization shall make available Conexxus Standards and related documents to Members and non-members on different bases. All copyright notices on all Conexxus standards-related documentation shall include at least the following notice, along with any other specific notices required for specific circumstances:

“Copyright © CONEXXUS, INC. (Date). All Rights Reserved.”

Section 6.4.3 In addition to the general notice contained in Subsection 6.4.2, documents for public distribution without charge, including those being posted to the non-member section of the website, shall contain language noting that these documents do not contain explanatory implementation documentation or other proprietary information, and may be shared with anyone without restriction or permission from Conexxus, except that any derivative work for publication, including documents quoting, citing, or based upon a Conexxus Standard, is expressly prohibited, unless the user obtains prior, written permission from Conexxus. All copyright notices for public standards and related documents shall include the following notice:

“This document may be furnished to others, along with derivative works that comment on or otherwise explain it or assist in its implementation that cite or refer to the standard, specification, protocol or guideline, in whole or in part. All other uses must be pre-approved in writing by Conexxus. Moreover, this document may not be modified in any way, including removal of the copyright notice or references to Conexxus. Translations of this document into languages other than English shall continue to reflect the Conexxus copyright notice.

The limited permissions granted above are perpetual and will not be revoked by Conexxus, Inc.  or its successors or assigns, except in the circumstance where an entity, who is no longer a member in good standing but who rightfully obtained Conexxus Standards as a former member, is acquired by a non-member entity.  In such circumstances, Conexxus may revoke the grant of limited permissions or require the acquiring entity to establish rightful access to Conexxus Standards through membership.”

Section 6.4.4 In addition to the general notice contained in Subsection 6.4.2, documents being sold to non-Members shall contain language noting that these documents may be shared only on a limited basis, that any inconsistent use requires written permission from Conexxus in advance of such use, and that any derivative work for publication, including documents quoting, citing, or based upon a Conexxus Standard, is expressly prohibited, unless the user obtains prior, written permission from Conexxus. All copyright notices for non-member standards and related documents shall include the following notice:

“This document may be copied or used exclusively for the benefit of the purchaser for purposes consistent with adoption of the Conexxus Standards; however, any inconsistent uses must be pre-approved in writing by Conexxus, Inc.  . As such, this document may not be furnished to non-members of Conexxus, except for the limited sharing with a direct contractor of purchaser whose responsibility is to implement the standard for purchaser; however any derivative works that comment on or otherwise explain it or assist in its implementation may not cite or refer to the standard, specification, protocol or guideline, in whole or in part, without such permission. Moreover, this document may not be modified in any way, including removal of the copyright notice or references to Conexxus. Translations of this document into languages other than English shall continue to reflect the Conexxus copyright notice.

The limited permissions granted above are perpetual and will not be revoked by Conexxus, Inc.  or its successors or assigns, except in the circumstance where an entity, who is no longer a member in good standing but who rightfully obtained Conexxus Standards as a former member, is acquired by a non-member entity.  In such circumstances, Conexxus may revoke the grant of limited permissions or require the acquiring entity to establish rightful access to Conexxus Standards through membership.”

Section 6.4.5 Documents available to Members shall be made available only to Members and shall contain language noting that these documents contain explanatory implementation documentation or other proprietary information and that Conexxus Members should not share them.  Any derivative work for publication, including documents quoting, citing, or based upon a Conexxus Standard, is allowed, but the Member is restricted to sharing such derivative works only with other Conexxus Members who possess document rights or with direct contractors who are responsible for implementing the standard for the Member.  Conexxus Members also are expected to inform any non-member with which it deals that, in order to gain access to the explanatory or implementation Conexxus Standard or related materials, the non­member must purchase the underlying Standard or other proprietary material, or join the Organization. All notices for member standards and related documents shall include the following notice:

“Conexxus members may use this document for purposes consistent with the adoption of the Conexxus Standard; however, Conexxus must pre-approve any inconsistent uses in writing.

Conexxus recognizes that a Member may wish to create a derivative work that comments on, or otherwise explains or assists in implementation, including citing or referring to the standard, specification, protocol, schema, or guideline, in whole or in part.  The Member may do so, but may share such derivative work ONLY with another Conexxus Member who possesses appropriate document rights (i.e., Gold or Silver Members) or with a direct contractor who is responsible for implementing the standard for the Member.  In so doing, a Conexxus Member should require its development partners to download Conexxus documents and schemas directly from the Conexxus website.  A Conexxus Member may not furnish this document in any form, along with any derivative works, to non-members of Conexxus or to Conexxus Members who do not possess document rights (i.e., Bronze Members) or who are not direct contractors of the Member.  A Member may demonstrate its Conexxus membership at a level that includes document rights by presenting an unexpired digitally signed Conexxus membership certificate.

This document may not be modified in any way, including removal of the copyright notice or references to Conexxus. However, a Member has the right to make draft changes to schema for trial use before submission to Conexxus for consideration to be included in the existing standard.    Translations of this document into languages other than English shall continue to reflect the Conexxus copyright notice.

The limited permissions granted above are perpetual and will not be revoked by Conexxus, Inc.  or its successors or assigns, except in the circumstance where an entity, who is no longer a member in good standing but who rightfully obtained Conexxus Standards as a former member, is acquired by a non-member entity.  In such circumstances, Conexxus may revoke the grant of limited permissions or require the acquiring entity to establish rightful access to Conexxus Standards through membership.”

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Changes to Procedures

Conexxus, by and through authority granted to its Board of Advisors pursuant to the Conexxus Bylaws, reserves the right to establish, change or update any operating procedures at any time by posting a notice to that effect on the Conexxus website, or by sending notice of the change to the Members either by first class mail, or by e-mail. The updated Operating Procedures and Guidelines will become effective upon such notice.

Section 7.2 Maintenance Agencies

Section 7.2.1 A Conexxus Technical Committee, Subcommittee, or Working Group preparing a standard that requires a maintenance agency should inform the Conexxus Board of Advisors as soon as that potential is obvious in order that Conexxus decision may be taken at the most appropriate time. This notification should preferably be in advance of the publication of the draft standard in order that any interim functions may have full authority by the Board of Advisors.

Section 7.2.2 Conexxus shall have the authority to designate itself, or any approved entity, as a maintenance agency in connection with standards, including the designation of a specific Technical Committee, Subcommittee, or Working Group.

Section 7.2.3 The membership of any maintenance agency within Conexxus shall be approved by the Board of Advisors.

Section 7.2.4 The rules of procedure of any maintenance agency designated shall be subject to approval by Conexxus and any other requested delegation of authority in connection with the updating of the Standard or the issuing of amendments shall be specifically authorized by Conexxus.

Section 7.3 Website

Conexxus shall maintain a Website for the use of its Technical Committees, Subcommittees, and Working Groups. This Website shall enable Members, including members of any Technical Committee, Subcommittee, and Working Group to gain appropriate access to all relevant documents, including draft and final standards, technical guidance documentation and implementation guides. Different classes of memberships may have access to different standards or related documents/pages on the Website. In addition, the general public shall have access to other materials, as determined by the Board of Advisors, consistent with the Conexxus IP Policy.

ARTICLE VIII

ANTITRUST POLICY

Although a standards organization, including its Technical Committees, Subcommittees, and Working Groups, is recognized as a valuable tool of American business, one of the potential dangers which members of any organization face is compliance with federal and state antitrust laws, which generally forbid any combination, contract or conspiracy that restrains trade. Since Conexxus, as well as its Technical Committees, Subcommittees, and Working Groups, are by nature comprised of a combination of competitors, all Conexxus Members must ensure that their activities do not violate the law.

The following activities are among those that have been held to be per se illegal under the antitrust laws:

  • Agreements to fix prices, regardless of whether prices are increased, decreased, stabilized or set according to an agreed formula or subject to uniform discounts or allowances, including topics that might indirectly affect prices, such as costs, discounts, profit levels, production schedules or cost margins, standardization or stabilization of prices, pricing procedures, credit terms, or control of sales.
  • Agreements to restrict volume or production;
  • Agreements to divide or allocate territories or customers;
  • Agreements not to deal with a particular customer or supplier or group of customers or suppliers, i.e. a boycott; while you can talk about your dissatisfaction or satisfaction with a class of goods or services, you cannot single out a supplier for derision or criticism in a group setting.

Conexxus Members should, therefore, refrain from any discussion that could be interpreted as an agreement to take common action on prices or production or allocation of customers or markets. This is especially true in the setting of an informal gathering, either before or after a regular meeting.

In order to avoid potential antitrust problems, Conexxus adheres strictly to the following guidelines:

  • Conexxus meetings, including those of its Technical Committees, Subcommittees, and Working Groups, are held only when there is appropriate business to discuss.
  • New members will receive an antitrust pamphlet that explains the antitrust laws and outlines their responsibilities as members of the Conexxus, its Technical Committees, Subcommittees, or Working Groups, under the antitrust laws.
  • Agendas are prepared, reviewed by counsel, and circulated to members.
  • An antitrust statement and acknowledgement by the members will precede all regularly scheduled meetings.
  • Counsel participates in the drafting of minutes and attends Conexxus meetings, including those of its Technical Committees, Subcommittees, or Working Groups, when appropriate, unless the chair of the Technical Committee or Working Group has been trained in these areas.
  • If Members at any time have questions regarding the propriety of any activities of Conexxus, its Technical Committees, Subcommittees, or Working Groups, or have questions in general regarding the antitrust laws, they are encouraged to seek legal counsel. Conexxus retains competent counsel, whose primary purpose is to address any questions the Members might have regarding their actions and the antitrust laws. Members should contact the Executive Director if they have such a question, so that counsel can review the issue and render an opinion.

The following is taken from ARTICLE VI of the Conexxus Operating Procedures and Guidelines.

INTELLECTUAL PROPERTY POLICY

Section 6.1 General Policy

Conexxus will develop and fund various Work Groups, Subcommittees, and Technical Committees.  The goals of the Conexxus efforts are to research, develop, and maintain standards that enable Conexxus Members to become more efficient, to reduce costs, and to increase profitability.  Work on such Conexxus Standards includes development of intellectual property.  Because of the serious implications such intellectual property holds for the standards process, Conexxus has adopted a Policy respecting how the Organization and its Members, as well as any non-Members who participate in standards development activities (collectively "Participants"), will treat any intellectual property assets.  This Policy governs the development of any Draft Conexxus Standard or adoption of a Final Standard, including the protection and administration of intellectual property that may be associated with a Conexxus Standard after it has been adopted.

Section 6.2 Compliance and Openness

Section 6.2.1 The Conexxus Policy is consistent with the Standards Development procedures adopted by the American National Standards Institute (ANSI), including the ANSI Patent Policy as approved periodically by the ANSI Board of Directors (the "ANSI Procedures"), which is incorporated herein.  This Policy conforms in all material respects to the ANSI Procedures in order to ensure that nondiscriminatory licenses for free or reasonable royalties are available if patented or patentable elements are included within Conexxus Standards.

Section 6.2.2 Meetings of the Conexxus Technical Committees, Subcommittees, and Working Groups are open to all parties that have a direct or material interest in Conexxus Standards, including all industry retailers and vendors, subject to the voting rights for each class of membership (Participants).  A summary of this Intellectual Property Policy will be presented at the beginning of each Conexxus Standards meeting in order to ensure that all Participants are aware of its requirements and effects.  Conexxus shall provide timely and adequate notice of all meetings and meeting agendas will be published prior to each meeting.  Detailed minutes of each meeting are promptly published for Participants.

Section 6.3 Duty to Disclose Intellectual Property

Section 6.3.1 Because Participants will rely upon Conexxus Standards, Conexxus has adopted a duty to disclose intellectual property rights in any work undertaken by the Technical Committees, Subcommittees, or Working Groups.  It is imperative that every Participant in the standards process knows what potential patents or copyrights might affect proposed Standards as they are being discussed, debated and modified.  Early disclosure of the patented/copyrighted technology enhances the efficiency of the process used to develop and finalize a Conexxus Standard, giving Conexxus and other Participants the greatest opportunity to evaluate the propriety of standardizing any such technology while allowing a patent holder ample time to determine how it wants to treat standardizing the IP.   The failure to disclose claimed intellectual property rights may induce other Participants to act to their detriment and seriously undermines the utility of Conexxus Standards.

Section 6.3.2

(A).  A Participant is obligated to disclose any patents that it owns or any patent applications that it files in any form with the USPTO and to disclose the existence of any copyrights that it owns, to the extent claims in the patent are in conflict with a Draft Standard (also referred to as “essential elements” of the patent in the ANSI procedures or “necessary IP” where it is not possible to use or practice the standard without infringing the patent claim or copyright) or are necessary to use or implement a proposed Draft Standard when it is adopted as a Final Conexxus Standard ("Exclusive IP Rights") (i.e., it is not possible to use or practice the standard without infringing the patent claim).   In addition, a Participant is encouraged to disclose any patents, patent applications, or copyrights owned by any third party of which it becomes aware during the standards development process.  Disclosure of Exclusive IP Rights should be made as soon as a Participant realizes or becomes aware that its Exclusive IP Rights are or may be in conflict with the language in a Draft Standard, or a subsequent version thereof, and is an ongoing responsibility during the development of a Final Conexxus Standard, although a Participant shall have a reasonable period of time to disclose not to exceed forty-five (45) days, following any new or revised language, to review it, conduct any necessary patent searches, and prepare and make a required disclosure.  Once the Disclosure Notice is received, Conexxus will disclose the information to the Working Group, Subcommittee, or Technical Committee involved within five (5) business days. 

(B)  For a New Work Item as approved in Article IV, Conexxus will call for disclosure of intellectual property from the Membership as related to the proposed work and shall grant Participants a reasonable period of time not to exceed forty-five (45) days to respond to a call for disclosure of intellectual property.  Conexxus will gather any submissions and disclose the information to the Working Group, Subcommittee, or Technical Committee involved within fifteen (15) business days after the initial meeting.

(C).  The written notification by a Participant to Conexxus (“Disclosure Notice”), using the approved Conexxus form, should, at a minimum, include identification of the specific element(s) of the Exclusive IP Rights that it considers to be in conflict with the proposed standard and information to identify how the Exclusive IP Rights would interfere with or hinder adoption of the proposed standard; however, in the case of a pending filed patent applications the Participant must only identify with reasonable particularity the specific claims or elements it believes would be essential to use or implement the proposed Draft Standard.

Section 6.3.3

(A)  Participant claiming Exclusive IP Rights in a Disclosure Notice that may affect the use or implementation of the proposed Draft Standards and who agrees the Exclusive IP may be incorporated, must also agree to give assurances to Conexxus either to disclaim such Exclusive IP Rights or to provide licenses to all potential users of the Final Standard with no fee or on fair, reasonable and nondiscriminatory terms and conditions, including a commitment that its assurances are binding on any transfer such Exclusive IP Rights, and that the transferee will similarly include appropriate provisions in the event of future transfers with the goal of binding each successor-in-interest.  Alternatively, a Participant retains the right to inform Conexxus that its Exclusive IP Rights will not be made available for use in the Draft Standard.

(B)  In the event a Participant fails to notify Conexxus of Exclusive IP Rights in accordance with Section 6.3.2, and a Standard is adopted that is in conflict with later-discovered Exclusive IP Rights, the Participant agrees that it shall: (1) disclaim the Exclusive IP Rights with respect to its inclusion in the Final Conexxus Standard; and (2) not seek to enforce the non-disclosed conflicting Exclusive IP Rights against any implementer of the Final Conexxus Standard. 

(C)  If the Conexxus Executive Director determines that a Participant has violated the provisions of the IP Policy, the Executive Director shall be entitled to seek approval of the Board of Directors to immediately suspend the Participant’s right to participate in the affected Technical Committee, Subcommittee, or Working Group, pending the resolution of a formal suspension or expulsion notice to the Member under the Bylaws (Section 3.4(b)).

Section 6.4 Ownership of Rights and License

Section 6.4.1 The value of the standards process lies in the Final Standards developed and adopted by Conexxus. That value is diminished, or lost altogether, if third parties are permitted to adopt freely the Standards, or claim compliance with the Standards. In order to protect and preserve the Standards, Conexxus agrees to act as a steward of the final Standards. By doing so, Conexxus can obtain copyrights to protect the dissemination of the Standards and any derivative works, and to develop certification programs based on the Standards. Conexxus shall use this copyright protection to secure control over proposed and final Standards and related documents for purposes of their sales and use, thereby assuring that only one interpretation of the Standards is accepted for the petroleum, convenience, and related industries. By participating in the Conexxus Technical Committees, Subcommittees, and Working Groups, Members agree that Conexxus shall retain all right, title and interest in and to the Standards adopted by Conexxus and that participants agree to assign to Conexxus all right, title and interest in and to the Standards adopted by Conexxus, including all working papers, electronic files and correspondence related thereto. Members who have agreed to the terms of this Policy shall be deemed to receive a license from Conexxus to use and adopt the Standard, but may not claim compliance with such Standard.

Section 6.4.2 In order to facilitate this copyright policy, the Organization shall make available Conexxus Standards and related documents to Members and non-members on different bases. All copyright notices on all Conexxus standards-related documentation shall include at least the following notice, along with any other specific notices required for specific circumstances:

“Copyright © CONEXXUS, INC. (Date). All Rights Reserved.”

Section 6.4.3 In addition to the general notice contained in Subsection 6.4.2, documents for public distribution without charge, including those being posted to the non-member section of the website, shall contain language noting that these documents do not contain explanatory implementation documentation or other proprietary information, and may be shared with anyone without restriction or permission from Conexxus, except that any derivative work for publication, including documents quoting, citing, or based upon a Conexxus Standard, is expressly prohibited, unless the user obtains prior, written permission from Conexxus. All copyright notices for public standards and related documents shall include the following notice:

“This document may be furnished to others, along with derivative works that comment on or otherwise explain it or assist in its implementation that cite or refer to the standard, specification, protocol or guideline, in whole or in part. All other uses must be pre-approved in writing by Conexxus. Moreover, this document may not be modified in any way, including removal of the copyright notice or references to Conexxus. Translations of this document into languages other than English shall continue to reflect the Conexxus copyright notice.

The limited permissions granted above are perpetual and will not be revoked by Conexxus, Inc.  or its successors or assigns, except in the circumstance where an entity, who is no longer a member in good standing but who rightfully obtained Conexxus Standards as a former member, is acquired by a non-member entity.  In such circumstances, Conexxus may revoke the grant of limited permissions or require the acquiring entity to establish rightful access to Conexxus Standards through membership.”

Section 6.4.4 In addition to the general notice contained in Subsection 6.4.2, documents being sold to non-Members shall contain language noting that these documents may be shared only on a limited basis, that any inconsistent use requires written permission from Conexxus in advance of such use, and that any derivative work for publication, including documents quoting, citing, or based upon a Conexxus Standard, is expressly prohibited, unless the user obtains prior, written permission from Conexxus. All copyright notices for non-member standards and related documents shall include the following notice:

“This document may be copied or used exclusively for the benefit of the purchaser for purposes consistent with adoption of the Conexxus Standards; however, any inconsistent uses must be pre-approved in writing by Conexxus, Inc.  . As such, this document may not be furnished to non-members of Conexxus, except for the limited sharing with a direct contractor of purchaser whose responsibility is to implement the standard for purchaser; however any derivative works that comment on or otherwise explain it or assist in its implementation may not cite or refer to the standard, specification, protocol or guideline, in whole or in part, without such permission. Moreover, this document may not be modified in any way, including removal of the copyright notice or references to Conexxus. Translations of this document into languages other than English shall continue to reflect the Conexxus copyright notice.

The limited permissions granted above are perpetual and will not be revoked by Conexxus, Inc.  or its successors or assigns, except in the circumstance where an entity, who is no longer a member in good standing but who rightfully obtained Conexxus Standards as a former member, is acquired by a non-member entity.  In such circumstances, Conexxus may revoke the grant of limited permissions or require the acquiring entity to establish rightful access to Conexxus Standards through membership.”

Section 6.4.5 Documents available to Members shall be made available only to Members and shall contain language noting that these documents contain explanatory implementation documentation or other proprietary information and that Conexxus Members should not share them.  Any derivative work for publication, including documents quoting, citing, or based upon a Conexxus Standard, is allowed, but the Member is restricted to sharing such derivative works only with other Conexxus Members who possess document rights or with direct contractors who are responsible for implementing the standard for the Member.  Conexxus Members also are expected to inform any non-member with which it deals that, in order to gain access to the explanatory or implementation Conexxus Standard or related materials, the non­member must purchase the underlying Standard or other proprietary material, or join the Organization. All notices for member standards and related documents shall include the following notice:

“Conexxus members may use this document for purposes consistent with the adoption of the Conexxus Standard; however, Conexxus must pre-approve any inconsistent uses in writing.

Conexxus recognizes that a Member may wish to create a derivative work that comments on, or otherwise explains or assists in implementation, including citing or referring to the standard, specification, protocol, schema, or guideline, in whole or in part.  The Member may do so, but may share such derivative work ONLY with another Conexxus Member who possesses appropriate document rights (i.e., Gold or Silver Members) or with a direct contractor who is responsible for implementing the standard for the Member.  In so doing, a Conexxus Member should require its development partners to download Conexxus documents and schemas directly from the Conexxus website.  A Conexxus Member may not furnish this document in any form, along with any derivative works, to non-members of Conexxus or to Conexxus Members who do not possess document rights (i.e., Bronze Members) or who are not direct contractors of the Member.  A Member may demonstrate its Conexxus membership at a level that includes document rights by presenting an unexpired digitally signed Conexxus membership certificate.

This document may not be modified in any way, including removal of the copyright notice or references to Conexxus. However, a Member has the right to make draft changes to schema for trial use before submission to Conexxus for consideration to be included in the existing standard.    Translations of this document into languages other than English shall continue to reflect the Conexxus copyright notice.

The limited permissions granted above are perpetual and will not be revoked by Conexxus, Inc.  or its successors or assigns, except in the circumstance where an entity, who is no longer a member in good standing but who rightfully obtained Conexxus Standards as a former member, is acquired by a non-member entity.  In such circumstances, Conexxus may revoke the grant of limited permissions or require the acquiring entity to establish rightful access to Conexxus Standards through membership.”

The following is taken from ARTICLE VIII of the Conexxus Operating Procedures and Guidelines.

ANTITRUST POLICY

Although a standards organization, including its Technical Committees, Subcommittees, and Working Groups, is recognized as a valuable tool of American business, one of the potential dangers which members of any organization face is compliance with federal and state antitrust laws, which generally forbid any combination, contract or conspiracy that restrains trade. Since Conexxus, as well as its Technical Committees, Subcommittees, and Working Groups, are by nature comprised of a combination of competitors, all Conexxus Members must ensure that their activities do not violate the law.

The following activities are among those that have been held to be per se illegal under the antitrust laws:

·         Agreements to fix prices, regardless of whether prices are increased, decreased, stabilized or set according to an agreed formula or subject to uniform discounts or allowances, including topics that might indirectly affect prices, such as costs, discounts, profit levels, production schedules or cost margins, standardization or stabilization of prices, pricing procedures, credit terms, or control of sales.

·         Agreements to restrict volume or production;

·         Agreements to divide or allocate territories or customers;

·         Agreements not to deal with a particular customer or supplier or group of customers or suppliers, i.e. a boycott; while you can talk about your dissatisfaction or satisfaction with a class of goods or services, you cannot single out a supplier for derision or criticism in a group setting.

Conexxus Members should, therefore, refrain from any discussion that could be interpreted as an agreement to take common action on prices or production or allocation of customers or markets. This is especially true in the setting of an informal gathering, either before or after a regular meeting.

In order to avoid potential antitrust problems, Conexxus adheres strictly to the following guidelines:

·         Conexxus meetings, including those of its Technical Committees, Subcommittees, and Working Groups, are held only when there is appropriate business to discuss.

·         New members will receive an antitrust pamphlet that explains the antitrust laws and outlines their responsibilities as members of the Conexxus, its Technical Committees, Subcommittees, or Working Groups, under the antitrust laws.

·         Agendas are prepared, reviewed by counsel, and circulated to members.

·         An antitrust statement and acknowledgement by the members will precede all regularly scheduled meetings.

·         Counsel participates in the drafting of minutes and attends Conexxus meetings, including those of its Technical Committees, Subcommittees, or Working Groups, when appropriate, unless the chair of the Technical Committee or Working Group has been trained in these areas.

·         If Members at any time have questions regarding the propriety of any activities of Conexxus, its Technical Committees, Subcommittees, or Working Groups, or have questions in general regarding the antitrust laws, they are encouraged to seek legal counsel. Conexxus retains competent counsel, whose primary purpose is to address any questions the Members might have regarding their actions and the antitrust laws. Members should contact the Executive Director if they have such a question, so that counsel can review the issue and render an opinion.

CONEXXUS, INC.

CONFLICTS OF INTEREST POLICY AND PROCEDURES

REVISED APRIL 18, 2014

 

A statement of policy regarding conflicts of interest with respect to members of the Board of Directors, members of the Board of Advisors, and participants on Conexxus committees, subcommittees, or working groups, as well as accepting a role as staff, counsel, and other providers and the procedures used to resolve allegations about violations of the policy.

Background

The mission of Conexxus, Inc. (“Conexxus”) is to develop and implement technology and related standards to make the petroleum/convenience industry more efficient and profitable.  Thus, the central interest upon which Conexxus’ efforts are focused is on the entire industry as a unified class of members, rather than on any single entity.  Promoting this interest is the means by which the industry and its channel of distribution are most likely to be benefited.

Conexxus has sought, and obtained, the participation of many entities that are active at multiple levels of distribution within the channel of trade that comprises the industry, including the involvement of vendors and suppliers whose customers may include more than just retail convenience store operators.

The availability of input from diverse points of view is of enormous value to Conexxus.  However, on occasion, an individual’s obligation to advance interests not in concert with the interests of the petroleum/convenience industry as a class, or Conexxus as a representative of that class, may arise.  The policy delineated below sets forth the expectations of Conexxus for the members of the Board of Directors, Board of Advisors, committees, subcommittees, and working groups, as well as staff, counsel, and all other providers of services to Conexxus.  By accepting the opportunity for service in any of these capacities, an individual agrees to fulfill these expectations and behave in a manner that comports with this policy.

Policy

By accepting the opportunity to serve Conexxus as a member of its Board of Directors, its Board of Advisors, or on any committee, subcommittee, or working group, or accept a role as staff, counsel or other provider of services, an individual acknowledges that the central interest upon which the efforts of Conexxus are focused is that of petroleum/convenience industry as a entirety or class.  Under any circumstances in which an individual, serving in the previously described capacities is: 

1.     Obliged, by employment, investment, fiduciary obligation, or other duty, to protect or promote an interest other than the interests of the petroleum/convenience industry, as a class, or specifically as Conexxus; and

2.     Involved in the development of an action, standard, position or policy to be taken or advocated by Conexxus, then, that individual shall:

a) Promptly disclose his or her actual or potential conflict of interest, and

b) Recuse himself/herself from voting or other action that could result in the formulation of that position, policy or taking of action. 

Upon the disclosure of an actual or potential conflict, the other members of the Boards, committee, subcommittee, or working group shall determine whether that individual may participate in any relevant exchange of views relating to the issue or decision that gives rise to that conflict.

Conflicts Of Interest Review Procedures

Conexxus is committed to upholding its policy against actual violations of conflicts of interest in order to ensure that its ability to promote the interests of the petroleum/convenience industry as a class. In furthering that policy, Conexxus has the responsibility to hear and resolve
complaints about alleged violations of that policy.  The following procedures shall be used in the conduct of all such hearings.  Initially, a complaint shall be heard by the Finance & Audit Committee, and an appeal from a determination of that committee shall be heard by the Board of Directors.  A decision by the Board of Directors is final and non-appealable.

1.     Any individual, whether a member, employee, or director of Conexxus, may bring a written complaint on a confidential basis, which shall be submitted to the Executive Director.  Such Complaint shall set forth the allegations that an individual had a conflict of interest and did not disclose it in a manner consistent with the Conexxus Conflicts of Interest Policy.

2.     The Executive Director shall determine if there the complaint sets forth an allegation that the Conflicts of Interest Policy has been violated.  If so, the Executive Director shall set a date for a hearing on the complaint, and shall notify the complainant of the date.  The hearing may be either in person or by conference call.  The Executive Director shall keep all records concerning complaints, and shall be responsible for ensuring that these procedures are followed.

3.     The Audit & Finance Committee, and eventually the Board of Directors if it is called up to participate in the resolution of a complaint, shall respect the confidentiality of the identity of the complainant and shall keep all materials and discussions that take place in the hearing and resolution of a complaint in the strictest confidence.   

4.     The Audit & Finance Committee shall hold its hearing on the date set by the Executive Director to investigate the nature and validity of the complaint (“Complainant’s Hearing”).  Only the Complainant and his/her counsel shall be present in addition to the members of the Committee and Conexxus Counsel and necessary staff.  The Complainant shall have the right to present relevant evidence in writing and verbally and to respond to questions from the Committee.  The Committee shall make a transcript of the Hearing.  The Committee shall determine, based on a preponderance of the evidence, whether it is more likely than not that the Conexxus Conflicts of Interest Policy was violated.

5.     Within ten (10) calendar days after the Complainant’s Hearing, the Executive Director shall notify the subject of the complaint (“Respondent”) about the Complaint and the results of the Complainant’s Hearing without naming the Complainant, and provide the Respondent with an opportunity to respond to the allegations in person, in writing or by conference call.   Any written response shall be submitted to the Executive Director.  A date for any conference call or in person hearing (“Respondent’s Hearing”) shall be set by the Executive Director, which date shall also apply to the submission of all written responses from the Respondent in lieu of a Hearing.

6.     The Audit & Finance Committee shall conduct the Respondent’s Hearing, or in the alternative, review the written response submitted by the Respondent.  At a hearing/conference call, only the Respondent and his/her counsel shall be present in addition to the members of the Committee and Conexxus Counsel and necessary staff.  The Respondent shall have the right to present evidence in writing and verbally and to respond to questions from the Committee.  The Committee will make a transcript of the Hearing.

7.     Within ten (10) calendar days after the Respondent’s Hearing, or the receipt of a written response or lack thereof by the date set for the Respondent’s Hearing, the Audit & Finance Committee shall meet and consider all of the evidence presented by the Complainant and the Respondent and make a determination on the merits of the Complaint.  The Committee shall have the authority to retain outside counsel, experts, and other advisors as it deems necessary in its decision-making.  The Committee shall weigh all evidence equally and shall make a determination based on the preponderance of the evidence as to whether the individual named in the Complaint violated the Conexxus Conflicts of Interest Policy.   The Committee shall prepare a Report stating its findings.

8.     If the Committee determines that sufficient evidence supports the Complaint, it shall forward a copy of its Report, including any recommended sanctions against the Respondent, to the Board of Directors, the Complainant and the Respondent, including the identity of the Complainant.  If the Committee determines that the Complaint is without merit, it shall notify the Complainant and the Respondent that the investigation has been terminated. 

9.     Only the individual adversely affected by the Report may appeal the decision to the Board of Directors.  Such an appeal must be made in writing and submitted to the Executive Director within ten (10) days following issuance of the Report.  The Appeal shall detail all reasons why the findings in the Report are in error, or may advance any new evidence not presented to the Audit & Finance Committee. The Board shall hold either a Special Meeting, or make arrangements to conduct the appeal at its next scheduled meeting.  The Board shall review the Appeal and consider it in light of the Report and the two transcripts of the Hearings.  If the Board considers it necessary, it may in addition contact the Complainant and/or the Respondent and obtain additional information at its discretion.  At the conclusion of its consideration of all the evidence, the Board of Directors, by a majority vote, shall decide on whether the appeal will be granted or denied, and if the final decision concludes that a violation of the Policy has occurred, the Board shall decide on the appropriate measure(s) to remedy the violation, including termination of the Respondent’s participation in Conexxus’ governance activities, employment, or provision of services, or lesser sanctions or a warning.  The Board shall direct the appropriate officer(s) of Conexxus to implement such remedies.

10.   The decision of Board shall be final and non-appealable and the Executive Director shall notify the Committee, the Complainant and the Respondent of the final decision.

11.   For a period of one-year after the conclusion of any investigation, the Executive Director shall retain in a secure and confidential manner, all documents (whether hard copies or in electronic form) created or used in connection with the investigation, including without limitation memoranda, correspondence, communications, other documents or records.  After one year, the Executive Director shall retain for a period of six years only such documents as are sufficient to support the Report by the Audit & Finance Committee and the final decision by the Board of Directors.

 

CONEXXUS, INC.
WHISTLEBLOWER POLICY
REVISED AUGUST 31, 2020

A statement of policy regarding protection of an employee’s right to bring to the attention of management actions that violate the law or public policy.

Policy
It is the intent of the Conexxus, Inc. (“Conexxus”) to adhere to all laws and regulations that apply to the organization. Accordingly, Conexxus requires the full and complete support of its staff in achieving compliance with those laws and regulations.  Accordingly, it shall be the policy of Conexxus that its employees are protected from retaliation for the disclosure or threatened disclosure to a supervisor or a public body, of any activity, policy, or practice of Conexxus that an employee reasonably believes is in violation of a law, or rule or regulation, mandated pursuant to law or is in violation of a clear mandate or public policy concerning the health, safety, welfare, or protection of the environment, only so long as  the employee brings the alleged unlawful activity, policy, or practice to the attention of Conexxus so that the organization has a reasonable opportunity to investigate and correct the alleged unlawful activity. 

If an employee reasonably believes that some activity, policy, or practice of Conexxus is in violation of law, then he or she must file a written complaint with the Executive Director or, if the Executive Director is implicated in such allegation, with the Chair of the Board of Advisors.

Conexxus shall not retaliate against an employee who, in good faith, has filed such a complaint against some activity, policy, or practice of Conexxus, or of another individual or entity with whom Conexxus has a business relationship, on the basis of such reasonable belief that the activity, policy, or practice is in violation of the law, regulation, or clear public policy.  

This policy shall be communicated in writing to each individual employee of Conexxus, and each individual shall be provided an opportunity to ask questions about the policy.  A signed form acknowledging that communication and opportunity shall be included in the employee’s file.

The signature below confirms that the employee has received a copy of this policy, with an opportunity to ask questions about it, and therefore understands the policy.


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CONEXXUS, INC.

ANTI-HARASSMENT POLICY

REVISED DECEMBER  21, 2017

Conexxus expressly prohibits any form of employee discrimination or employee harassment, including any form of unlawful employee harassment based on race, color, religion, sex, national origin, age, disability, status as a Vietnam-era or special disabled veteran, or status in any group protected by state or local law.

Sexual Harassment

With respect to sexual harassment, Conexxus prohibits the following:

  1. Unwelcome sexual advances, requests for sexual favors, and all other verbal or physical conduct of a sexual or otherwise offensive nature, especially where:
    • Submission to such conduct is made either explicitly or implicitly a term or condition of employment
    • Submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s employment, or
    • Such conduct has the purpose or effect of creating an intimidating, hostile, or offensive working environment.
  2. Offensive comments, jokes, innuendos, and other sexually oriented statements.

Examples of the types of conduct expressly prohibited by this policy include, but are not limited to, the following:

  • Touching, such as rubbing or massaging someone’s neck or shoulders, stroking someone’s hair, or brushing against another’s body
  • Sexually suggestive touching
  • Grabbing, groping, kissing, fondling
  • Violating someone’s “personal space”
  • Offensive whistling
  • Lewd, off-color, sexually oriented comments or jokes
  • Derogatory comments or jokes about any person’s race, religion, ethnicity, sexual orientation, and the like
  • Foul or obscene language
  • Leering, staring, stalking
  • Suggestive or sexually explicit posters, calendars, photographs, graffiti, cartoons
  • Unwanted or offensive letters or poems
  • Sitting or gesturing sexually
  • Offensive e-mail or voice-mail messages
  • Sexually oriented or explicit remarks, including written or oral references to sexual conduct, gossip regarding one’s sex life, body, sexual activities, deficiencies, or prowess
  • Questions about one’s sex life or experiences
  • Repeated requests for dates
  • Sexual favors in return for employment rewards, or threats if sexual favors are not provided
  • Sexual assault or rape

Responsibility for Compliance

Each member of management is responsible for creating an atmosphere free of discrimination and harassment, sexual or otherwise.  Further, employees are responsible for respecting the rights of their co-workers.

Filing of Complaints

If an employee experiences any job related harassment based on one’s sex, race, national origin, disability, or another factor, or believes he/she has been treated in an unlawful, discriminatory manner, the incident should be promptly reported to the Vice President of Human Resources or another designated organization Harassment Officer.  This policy applies to all incidents of alleged discrimination or harassment, including those which occur off-premises, or off-hours, where the alleged offender is a supervisor, co-worker, or even a non-employee with whom the employee is involved, directly or indirectly, in a business or potential business relationship.

Should the alleged discrimination or harassment occur at a time other than one’s normal business hours, a complaint should be filed as early as practicable on the first business day following the alleged incident.

Please understand that Conexxus takes complaints of discrimination and harassment very seriously.  Consequently, there is no need to follow any formal chain of command when filing a complaint or when discussing or expressing any issue of concern regarding alleged discrimination or harassment; an employee may bypass anyone in one’s direct chain of command and file a complaint or discuss or express any issue of concern with any member of management.  Conexxus will undertake an investigation of any complaints.  All employees have a duty to cooperate with Conexxus in connection with any such investigation.

Confidentiality

All complaints will be kept confidential to the maximum extent possible.

Disciplinary Action

If Conexxus determines that an employee is guilty of discriminating against or harassing another individual, appropriate disciplinary action will be taken against the offending employee, up to and including termination of employment.

No Retaliation

Conexxus prohibits any form of retaliation against any employee for filing a complaint under this policy or for assisting in a complaint investigation.

However, if after investigating any complaint of harassment or unlawful discrimination, Conexxus determines that the employee knowingly made a false complaint or that an employee has provided false information regarding the complaint, disciplinary action may be taken against the individual who filed the complaint or who gave the false information.

If you have any questions concerning this policy, please contact the Vice President of Human Resources or another designated organization Harassment Officer.

 

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