Approved by the FISD Executive Committee June 23, 2005
Approved by the SIIA Board, June 23, 2005
Approved by the FISD Executive Committee June 15, 2017 (Secretary role added to member leadership group and the provisions of the SIIA/FISD operating agreement have been incorporated.)
Approved by the FISD Executive Committee February 26, 2019 (Leadership terms extended from one to two years and process for appointing FISD's representation on SIIA Board defined.)
Article I. Purpose & Composition
The Software & Information Industry Association's (SIIA) Financial Information Services Division (FISD) was established to provide a neutral and balanced business forum for exchanges, third-party providers, market data vendors, brokerage firms, asset managers, and banks to address and resolve issues related to the dissemination, management, administration and use of financial information. Members use FISD to exchange ideas, establish new levels of mutual understanding, and improve the business climate associated with the worldwide flow of financial information.
The FISD consists of those corporations, associates, and other members of the SIIA that have designated a contact for the Division. The membership categories are those defined by SIIA Board of Directors. As used in these Bylaws, the terms "member" (when referring to an entity) or "member company" shall refer to a dues-paying member. Any employee of an SIIA member company may attend meetings and participate in the projects, activities and discussions within FISD. There is no limit on the number of individuals from a single company who may participate.
All members have the right to participate in the deliberations of FISD; receive notices of FISD meetings and related activities; receive information related to FISD issues and activities; participate in the development and implementation of FISD initiatives; and serve as chair or member of FISD committees, subcommittees and working groups.
Article II. FISD Organizational Structure
Section 1. SIIA Board of Directors. FISD is subject to the SIIA Bylaws and supervision, control and direction of the SIIA Board of Directors, as provided in the SIIA Bylaws. In the event of a conflict between these Bylaws the SIIA Bylaws, the SIIA Bylaws shall govern.
Section 2. FISD Executive Committee. The FISD executive committee (EC) shall serve as the volunteer governing body of the division that directs and oversees the activities of the Division. The EC shall have no operational, fiduciary, nor human resources responsibilities except as provided in these By-laws. Such responsibilities are the province of the SIIA staff and/or the SIIA Board of Directors. FISD EC members are not covered by the SIIA's Directors and Officers liability insurance. The EC determines issue and resource allocation priorities and votes on acceptance of final projects.
Section 3. Composition of the EC. The EC shall consist of no more than 27 members with no more than nine and no fewer than four representatives from each group constituency (exchanges, vendors, and user firms). The EC shall strive for equitable representation from each of the constituency groups and for equitable geographical representation.
Section 4. FISD Volunteer Leadership. Chairperson. The Executive Committee shall elect a chairperson for a two-year term. The role of the Chair is to provide leadership for the EC and its various sub-committees, and give guidance and perspectives to FISD management on FISD operations and its long-term agenda. The election shall be held every two years by majority vote of a quorum of the Executive Committee. The chairperson may serve for no more than one consecutive terms. In the event of a tie, the chairperson will be selected by a random process determined by the staff.
Section 5. FISD Volunteer Leadership. Vice-Chair: The EC shall also elect a Vice-Chair, by a majority vote of the Executive Committee for a two-year term. Along with the Chair, the role of the Vice-Chair is to provide leadership for the EC and its various sub-committees, and give guidance and perspectives to FISD management on FISD operations and its long-term agenda. The election shall be held every two years by majority vote of a quorum of the Executive Committee. The Vice-Chair shall ensure continuity of work in the absence of the chair. If there is a mid-term vacancy, the Vice-Chair becomes the interim chair until a full election is possible. The Vice-Chair must represent a constituency group different from the Chair. In the event that the Vice-Chair candidate who receives the most votes is from the same constituency as the Chair, then the Vice-Chair candidate receiving the second-most votes will be the Vice-Chair (assuming that that candidate is from a constituency group different from the Chair).
Section 6. FISD Volunteer Leadership. Secretary: Once the EC has chosen the Chair and Vice-Chair, the Chair and Vice-Chair will nominate a Secretary from among the members of the EC. The Secretary must represent a constituency group other than those represented by the Chair and Vice-Chair and provide, if possible, a diversity of geographic representation. Along with the Chair and Vice-Chair, the role of the Secretary is to provide leadership for the EC and its various sub-committees, and give guidance and perspectives to FISD management on FISD operations and its long-term agenda. The EC will be asked to vote to approve the Secretary for a two-year term by majority vote of a quorum of the Executive Committee.
Section 7. Term of Office. EC terms are for two years, with no limit on number of terms served.
Article III.SIIA Board
Section 1. FISD Representation on the SIIA Board. In April 2019 and every two years thereafter, the FISD Executive Committee will choose three FISD representatives to the SIIA Board (“FISD-selected Board Members”) for terms that commence on May 1. The representatives selected by the FISD Executive Committee must meet the qualifications for SIIA Board membership as provided in the SIIA Bylaws.
Section 2. Large Dues Members: In April 2019 and annually thereafter, all SIIA members that pay dues in excess of $100,000 per year and do not already have a Board seat shall be offered an SIIA Board seat. Such members must notify the SIIA President by May 1 if they wish to name a Board member and any such members joining after April 1 of each year shall notify the SIIA President within 30 days of joining if they wish to name a Board member for the remainder of the current fiscal year. If they decline, their seat shall be vacant until the next May and not be counted towards determination of a quorum or majority.
Section 3. FISD Leadership Group. The FISD Executive Committee will name its Chair, Vice-Chair, and Secretary (“FISD Leadership Group”) selected in February 2019, and every two years thereafter, as the FISD-selected Board Members for the Board term that begins in May except to the extent that they elect not to serve on the SIIA Board or are otherwise a member of the SIIA Board. If any of the following conditions occur, the FISD Executive Committee will nominate as a replacement one or more of its members from the FISD constituency (or constituencies) not represented among the remaining FISD-selected Board Members:
- One or more of the three members of the current FISD Leadership Group elects not to serve on the SIIA Board or is otherwise a member of the SIIA Board.
- An incumbent FISD-selected Board Member resigns their position on the Board.
- An incumbent FISD-selected Board Member leaves the employment of an FISD member company in the constituency that they were originally named to represent.
The members of the FISD Executive Committee will vote to choose among the nominated candidates by majority vote of a quorum of the Executive Committee.
Article IV. Election Procedures for the EC
Section 1. General Election Procedures. EC elections shall be held in December of each year for seats that are due to become vacant at the end of that month. Such terms shall be for a period of two years. The selection process shall take place in three stages:
- The general FISD membership shall vote to choose from among the all the nominated candidates in each of the three constituency groups. The results of this vote will be used to determine the EC members for all but one of the vacancies that are open in each constituency group.
- If a candidate is not selected in first stage of the process but is an “FISD-selected Board Member” (as provided in Article III) with an SIIA Board term that extends through the upcoming year, the EC shall select them for a seat.
- Any remaining vacancies in each constituency shall be filled by a vote of the new EC from among the candidates who did not receive a seat as a result of the first two stages of the selection process.
Section 2. Special Procedures for FISD Member Departure. If an EC member firm must drop off the EC as result of merger or the firm leaving the FISD, then the following procedures will be followed to replace the EC member for the remainder of the term. The general membership is given the opportunity to nominate candidates for a vacant EC position. The nominees must be an FISD member from the appropriate constituency group. The existing EC members of that constituency group shall provide recommendation(s) to the rest of the EC, who shall then vote to choose from among the all the nominated candidates.
Section 3. Ties. In the general FISD membership phase of the election, two or more candidates may tie for a smaller number of EC seats. In these situations, it will be the new EC’s responsibility to choose among the tied candidates to fill the open slot(s) in addition to voting to fill the “EC-chosen Seats”. In the event that there is a tie between two or more candidates from the same constituency in the EC-choice phase of the election, the candidate receiving the most votes from their constituency on the EC will be selected. In the event that two or more candidates receive the same number of votes from their constituency on the EC, the winner will be selected by a random process determined by the staff.
Article V. FISD Advisory Committees
Section 1. Role. The FISD Advisory Committees provide oversight to FISD activities. The EC may create and eliminate division committees and working groups. Advisory Committees shall officially be comprised of EC members. There is no requirement regarding the minimum or maximum number of members for each Advisory Committee. Geographic and constituent diversity is desirable.
Section 2. Advisory Committees
- Business Issues AC - providing oversight to activities related to business and commercial issues like billing/reporting, market data administration, contractual issues (data usage and redistribution), and service level quality.
- Governance and Operations AC - providing oversight to the operational requirements of the Division including budgeting, membership development/retention and events and the development of FISD regulatory positions, FISD elections, and the establishment of new inter-organizational relationships.
Article VI. Constituency Groups
FISD consists of three committees representing the FISD Exchange, Vendor and User Constituencies. The groups may identify issue areas to be included on the FISD agenda; provide a mechanism for industry segment evaluation of work in progress and deliverables; and ensure that interests/concerns of each constituency is reflected within FISD discussions. Participation in the Constituency Groups is open to all SIIA members from the relevant constituency. A chair shall be elected by a majority vote of each constituency group for a two year term with no limit on the number of terms served.
Article VII. Working Groups
Working Groups are formed to address specific issues and manage the work effort required to move projects and initiatives forward within FISD. Each Working Group is chartered under the auspices of one of the Advisory Committees of the EC. Working Groups will be disbanded when the activity related to their area of focus is complete. Participation in a Working Group is generally open to any SIIA members, provided that the charter of the Working Group does not limit participation to a particular geographic, business, or other constituency. The Chair for a Working Group is elected my majority vote of the participants of the Working Group.
Article VIII. Approval Procedures
FISD projects, budgets, documents, and decisions are considered approved when they are approved by a majority of the FISD Executive Committee, plus at least 1/3 of the members of each constituency group within the EC. Positions specific to a Constituency Group or Working Group may be approved based on a 2/3 majority vote of the relevant group. Once approved, such positions must be presented so that it is clear that the position does not necessarily constitute the position of the FISD as a whole. Members of the EC, an Advisory Committee, a Constituency Group, or a Working Group will be permitted one week after the announcement of a vote to cast their vote. After that time, the determination of majorities will be based on votes actually cast. Once the necessary majority of the total eligible voting group has approved a matter, a vote will be considered final, regardless of whether week has elapsed. The staff will ensure that notice of a vote is provided to all EC members as contemporaneously as possible.
Voting may be conducted electronically. Votes by proxy must be delivered in writing to either SIIA staff or the committee chair before the meeting.
FISD/SIIA staff may, at their discretion and in consultation with the Chair and Vice-Chair, elect to hold a particular vote based on vetoes rather than affirmation. That is, a matter subject to majority approval would be considered approved if less than ½ of the total voting group rejects it or a matter subject to a 2/3 majority would be considered approved if no more than 1/3 of the total voting group rejects it. This discretion is intended to support the expeditious approval of matters that are either (1) non-controversial or (2) time sensitive.
Article IX. Project Management
The success of any significant FISD project or program is dependent on active member participation and guidance of the project. Major projects and programs will generally be undertaken by a working group consisting of committed FISD members. Working group activities will be overseen by one or more of the Advisory Committees to the EC. The EC will approve the formal creation of any working group based on their assessment of the level of member support and availability of FISD resources (e.g., staffing and funding) necessary to support the working group. The relevant FISD Advisory Committee will monitor the status of all "work in progress" and provide guidance to resolve conflicts, evaluate stagnant projects, and manage the communication of project status among all constituency groups. The status of all projects will be available to members on a close to real-time basis and disseminated via the FISD web site for review, evaluation and comment.
Article X. Financial Matters
Section 1. Annual Budget. The EC directs the spending of its annual budget as approved by the SIIA Board. EC approval of the FISD annual budget and subsequent significant intra-year adjustments is governed by the voting rules described above [Article VIII].
Section 2. FISD Annual Expenditures. The SIIA Board has authorized FISD annual expenditures up to a defined share of FISD’s revenue, the “Revenue Share”. The Revenue Share is equal to 70% of FISD’s first $1,000,000 in annual revenue plus 75% of its annual revenue in excess of $1,000,000. The remaining FISD revenue not covered under this formula is considered to be retained by SIIA for its provision of core services to FISD.
Section 3. FISD Reserve. If FISD’s Revenue Share exceeds actual FISD direct expenses in a given year, that excess revenue will be added to a reserve earmarked for future FISD activities. The EC, in consultation with SIIA and FISD management, will determine how expenditures from that reserve will be made in subsequent years. The goal of the EC is to maintain a reserve equal to 50% of FISD’s expected annual direct expenses.
Article XI. Appeals
Any FISD member may appeal any action of the FISD or Executive Committee to the SIIA Board of Directors.
Article XII. Communication
The success of FISD as a global operation depends on effective cross-border communication. It is imperative that the Working Group sponsors, Committee chairs and FISD chair actively promote international communication and proactively seek input from all participants in the affairs of FISD.
The staff and the EC will strive to support broad communications to the FISD membership through the following types of communications and access opportunities:
- Quarterly general membership meetings.
- Monthly membership newsletters summarizing recent and upcoming activities.
- Prompt posting of meeting agendas and notes from Executive and Advisory Committee meetings.
- EC members are readily accessible to other members at FISD general meetings, networking events, and telephonically.
Article XIII. Bylaws Effective Date; Amendment
The FISD Bylaws shall go into effect upon the approval by a majority of the EC serving in June, 2005, and by a majority of the SIIA Board of Directors. The EC may modify these Bylaws by a two-thirds majority vote of the EC then in office, ratified by a majority of the SIIA Board.