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2017 Spring DIOA — New Orleans, LA
Hyatt French Quarter
New Orleans, Louisiana, United States
3 — 5 April 2017
   

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Articles of Association
ARTICLES OF ASSOCIATION OF THE DEFENSE INDUSTRY OFFSET ASSOCIATION (DIOA)
Amended and approved on 1 May 2014

To further common purposes, the member companies, which are U.S. defense companies engaged in the sale of defense equipment and defense-related services and which are directly involved in offset agreements with foreign countries, hereby agree to participate in the Defense Industry Offset Association (the "Association") under these Amended Articles of Association.

ARTICLE I - PURPOSES

  1. The purposes of the Association shall be:
    (a). To promote trade and commerce between U.S. defense equipment and service contractors and their customers in foreign countries with offset requirements;
    (b). To improve the professionalism of offset executives of member companies by providing a forum for developing increased awareness of foreign offset requirements and for discussing techniques for the successful handling of those requirements; and
    (c). Generally, to do anything necessary and proper for the advancement of the U.S. defense equipment and service industry in connection with foreign offset requirements, or for any other purposes proper and lawful for an association.
  2. Nothing, however, in these Articles shall authorize the Association to engage in any business for pecuniary profit. The Association is organized and shall be operated for non-profit purposes only, and no part of any net earnings shall inure to the benefit of any member.

ARTICLE II - POWERS
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  1. In furtherance of its purposes, the Association shall have the power to call and hold meetings; to collect and disseminate information; to assess meeting, training, publications and services costs; and to conduct such other activities as are lawful and necessary to accomplish and fund its purposes.

ARTICLE III - MEMBERSHIP
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  1. (a) Any entity organized or chartered under the laws of the United States and having its principal place of business in the United States, that is significantly engaged as a direct contractor in the sale of defense equipment or defense-related services, except offset/countertrade services, wherein such equipment is manufactured in or services originate substantially from the U.S., and that is a party as a prime contractor to offset agreements established directly with foreign governments is eligible to apply for membership in the Association, provided, however, that (i) an entity which is owned or controlled by a foreign government shall not be so eligible, and (ii) an entity that is controlled by, under common control with, or controls another member shall not be so eligible. For these purposes, control shall mean either equity ownership of at least 50% or the power to elect a majority of the board of directors.
    (b). U.S. subsidiaries of foreign entities may be eligible for membership provided that they meet the membership qualifications listed herein.
    (c). Applications for membership must be approved by a majority vote of the Executive Committee, which shall be the sole judge of the qualifications of the applicant and whether inclusion of the applicant in the Association's membership would be consistent with commonality of member interests and the Association's ability effectively to accomplish its purposes. Membership decisions of the Executive Committee shall be final.
    (d). First-tier subcontractors of DIOA member companies, which are indirectly involved in offset agreements with foreign countries, are eligible to attend DIOA meetings under an "Associate" status. Associates and their representatives must meet all other conditions that apply to DIOA membership. Associates shall not have voting rights and shall not be eligible to serve on the Executive Committee or as chairperson of any DIOA committee.
    (e). Associates must be sponsored by an existing DIOA member company in good standing. The term of Associate status will be for a maximum period of two years from the date of approval by the Executive Committee of the Associate’s application. An Associate may be sponsored for subsequent two-year terms by following the original procedure and approval process. A DIOA member may sponsor a maximum of five associates at any given time.
  2. Each company approved for membership shall designate an individual who will represent such member at meetings of the Association and have one vote. Such representative shall be engaged substantially in handling the offset obligations of the member, and shall not be engaged in providing offset services for companies unaffiliated with the member. The Executive Committee, by a two-thirds vote of those Executive Committee members present at a duly called meeting, may for good cause disapprove a member's designation of a particular representative,
  3. All members shall have equal voting and other privileges.
  4. Any member may withdraw from the Association by giving written notice of its resignation to the Secretary/Treasurer.
  5. For good cause and in the interests of the Association, the Executive Committee may terminate the membership of any company by a two-thirds vote of the full Executive Committee.

ARTICLE IV – PARTICIPATION OF INDIVIDUALS
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  1. An “individual” is defined, for the purpose of this Article, as a person that is employed by and reports directly to a U.S.-based Member Company even though that employee may be located/stationed at a facility outside of the United States of America and whose offset responsibilities are in support of the Member Company’s U.S.-originated offset obligations.
  2. Individuals of good standing within the Association are allowed to attend Association meetings, conferences and training seminars; participate on committees as defined in Article VII; and access the Association’s proprietary section of its website.
  3. Any individual who does not meet the criteria in Article IV-1 who requests any privileges in Article IV-2 must have the designated primary contact of their member company request approval of the Executive Committee. The approval of the privileges will last two years.
  4. An individual does not have Association voting rights. Voting rights are reserved for the Member Company who may designate an individual to cast votes on its behalf.

ARTICLE V - FINANCES
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  1. Except as the Association's members may decide by majority vote, management and control of the finances of the Association shall rest with the Executive Committee.
  2. To defray the expenses of the Association and to permit it to carry out its purposes, attendees from member companies will be assessed meeting fees. Costs for training, publications and special services may also be assessed, as dictated by need and circumstance.

ARTICLE VI - MEETINGS
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  1. Unless otherwise called by the Executive Committee, the Association shall hold at least one meeting annually. Meetings shall be open to all members, and notices shall be sent to each member at least thirty (30) days in advance.
  2. A majority of all members of the Association present at a meeting shall constitute a quorum.
  3. Each member may be represented at Association meetings by the individual designated pursuant to Article III.2 above. Members may have additional employees or designated persons from their U.S. operations attend meetings, provided that such designated persons shall not be engaged in providing offset services to companies unaffiliated with the member.

ARTICLE VII - COMMITTEES
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  1. (a). The Association shall have an Executive Committee of seven persons, each of whom shall be a designated representative or an employee of an Association member in good standing.
    (b). Election to the Executive Committee shall be by majority vote of Association members present at the annual meeting. The Executive Committee shall select from its members its Chairperson, who shall serve as the Association's President; a Vice President, who shall act for the President when so assigned by the President or in case of the inability of the President to perform; and a Secretary/Treasurer, who shall handle the Association's correspondence and financial affairs.
    (c). Members of the Executive Committee shall serve for staggered three-year terms. At each annual meeting of the Association, elections shall be held to fill upcoming vacancies on the Executive Committee. All Executive Committee members shall begin service effective with the end of the annual meeting at which they are elected.
    (d). Membership on the Executive Committee shall be limited to one individual per corporate family. If during the term of an Executive Committee member the member's company is merged or consolidated and such merger or consolidation results in there being two employees of the newly-formed corporate family on the Executive Committee, or if an Executive Committee member changes employers during his/her term of service, resulting in there being two members of the Executive Committee from the same corporate family, the company shall decide who will remain in their position to serve out their full term. The other person will serve until the next general meeting, then an election be held to vote in a replacement to serve out the remainder of their original term. In terms of election procedures, the top vote recipients are elected to full terms. The one who receives the next highest amount of votes will be elected to the partial term.
    (e). If an Executive Committee member changes employers to another member company during his/her term of service, and if the break in employment does not exceed 30 days, the member may finish his/her term as elected unless the member company is already represented on the Executive Committee. In that case, refer to Article VII.1.d.
    (f). If an Executive Committee member shall resign from the Committee, his or her office shall be filled by vote of the Executive Committee and the new member shall serve the balance of the unexpired term.
  2. The Executive Committee, at its discretion, may use the DIOA Roundtable as a resource. The DIOA Roundtable shall consist of past Chairpersons of the Executive Committee and shall be available to provide continuity and assistance in long-term planning and other similar functions for the Executive Committee.
  3. The Executive Committee, by majority vote of those Executive Committee members present at a duly called meeting, shall supervise and control the affairs of the Association.
  4. The Executive Committee, by majority vote of those Executive Committee members present at a duly called meeting, may designate additional committees of the Association and may appoint their members.
  5. A majority of all members of the Executive Committee shall constitute a quorum. Members of the Executive Committee may participate in Executive Committee meetings by means of telecommunications that enable the members to hear each other.
  6. Meetings of the Executive Committee may be called by the Chairperson or by any two members of the Executive Committee. Notice of Executive Committee meetings shall be given to all Executive Committee members not less than 24 hours in advance of the meeting; provided, however, that notice may be waived before or after the meeting.
  7. The Executive Committee at its discretion may request formation of various committees with the intent to contribute to the greater good of the Association. These committees may include but are not limited to Membership, Education, Government Issues and Website. Individuals from Member Companies per Article IV are eligible to be a committee chairman by appointment of the Executive Committee.

ARTICLE VIII - EMERITUS INDIVIDUAL MEMBERSHIPS
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  1. The Executive Committee may, from time to time at its sole discretion, approve Emeritus members - certain individuals who have been members in good standing and who are no longer eligible to attend meetings or represent member companies under Articles III and V.
  2. The Executive Committee may consider for Emeritus membership those individuals who would provide an exceptional service to the Association because of their experience and expertise.
  3. Emeritus members shall be entitled to attend all meetings held under Article V.1.
  4. Emeritus members shall not have voting membership.
  5. Emeritus members shall, as a condition of their appointment, be required to sign a certificate in such form as the Executive Committee may require. The certificate shall, as a minimum, require that the Emeritus member (1) abide by the Articles of Association and such rules as may from time to time be adopted by the Executive Committee, and (2) refrain from soliciting business at Association meetings or functions.

ARTICLE IX - AMENDMENTS
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  • These Articles may be amended or repealed by a majority vote of the members present at any duly organized meeting of the Association.

APPLICATIONS
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