7X24 Carolina Chapter By-Laws

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BY-LAWS

1) Organization

1.1: Name - The name of the organization shall be “7 X 24 Exchange - The Carolinas Chapter” hereinafter referred to as “The Chapter.” The organization has always considered equal opportunity for all members to be fundamental to its success. We do not discriminate on the basis of race, creed, age, color, national origin, sex, sexual preference, disability or marital status.
1.2: Governing Law - The Chapter is a non-stock, non-profit corporation existing pursuant and subject to the provisions of the North Carolina Nonprofit Corporation Act, Chapter 55A. The Chapter may conduct any activity not consistent with its applicable articles of incorporation, these By-Laws or its federal tax-exempt status under section 501(c)(6) of the Internal Revenue Code.
1.3: Corporate Offices - The principal office of The Chapter shall be designated by the Board of Directors.
1.4: Fundamental Statement - 7x24 Exchange is the leading knowledge exchange for those who design, build, use and maintain mission-critical enterprise information infrastructures. The Chapter’s goal is to improve end-to-end reliability by promoting dialogue among these groups, especially within the Carolinas
1.5: Purposes
a. The Chapter is an educational forum that brings together the Information Services/Computer Technology and Facility/Engineering functions of user organizations to promote a better understanding of the design, implementation, and management issues involved in achieving high levels of uninterrupted infrastructure uptime.
b. The Chapter will work to advance the state-of-the-art in infrastructure reliability by collecting and disseminating information in the form of statistics, case studies, guidelines, practices and standards for use by users, engineering and/or architectural firms, and code or enforcement agencies.
c. The Chapter meetings will serve as an open forum to present topics relevant to infrastructure reliability.
d. The Chapter will not endorse specific products or vendors.

2) Membership

2.1: Classes of Membership - There shall be seven classes of Membership: End User Operator - Gold, End User Operator - Silver, Government Agency, Student and Media, Vendor/Consultant - Gold, Vendor/Consultant – Silver, and Retired Member.
2.2: Qualifications
a. Any Company of good character who is interested in The Chapter and who agrees to conform to the By-Laws of The Chapter may be a member of The Chapter.
b. Membership in The Chapter shall be unlimited as to the number of Members per class.
c. A member is defined as a company that is a user or involved in the use of mission critical systems/support for IT infrastructure, or a vendor and/or consultant organization that has direct cause and/or effect in the availability of the infrastructure.
2.3: The Classification for each Membership class shall be as follows
a. End User/Operator - Gold - Companies using technology systems or services to support management, customer, employee, production or distribution needs, and are members of 7x24 Exchange International.
b. End User/Operator - Silver - Companies using technology systems or services to support management, customer, employee, production or distribution needs.
c. Government Agency - Government organizations that use technology systems or services to support management, customer, employee, production or distribution needs.
d. Educational/Students and Media - Students and Media who use technology systems or services to learn about supporting management, customer, employee, production or distribution needs. The Educational/Student member includes Faculty and students attending a school of higher education and is pursuing a degree in a related field of study.
e. Vendor/Consultant - Gold - Companies that support facilities that sell uninterruptible products or services and/or advise users and are members of 7x24 Exchange International. Vendor organizations provide services and education that support these facilities relating to uptime issues. A vendor and/or consultant is not permitted to market or sell their wares in the Meeting Hall.
f. Vendor/Consultant - Silver - Companies that support facilities that sell uninterruptible products or services and/or advise users. Vendor organizations provide services and education that support these facilities relating to uptime issues. A vendor and/or consultant is not permitted to market or sell their wares in the Meeting Hall.
g. Retired Member - Any industry “Retired” member (End-user, Consultant, Vendor, Contractor, etc.).
i. “Retired” is defined as a person who is paid no more than 10 hours/week for their services and are not on a Commission payment for sales.
ii. Members must either:
1. attend at least two Chapter meetings /year (representing themselves)
2. actively participate in a Chapter Committee
2.4: Good Standing - All Classes of members (active or passive as defined by the Officers) shall be in good standing if their membership is not under suspension, revocation or subject to any disciplinary proceedings and, if required to pay dues, they have paid the required dues for the current year.
2.5: Application for Membership - Any qualified company desiring to become a member of The Chapter should complete and submit an application request to the Membership Committee for review and approval.
2.6: Dues - The amount of the annual dues, assessments and the administration for payment thereof by the membership shall be as established by the Board of Directors.
2.7: Membership Year - The Membership year of the Chapter shall be as determined by the officers, but in no event shall be less than three hundred sixty-five (365) calendar days.
2.8: Termination
a. Any active member who is required to pay dues may have such membership terminated automatically by the Officers if such dues are not paid when due.
b. Any violation of the membership qualifications shall have additional restrictions imposed upon the offending member and/or shall be removed at the discretion of the officers by majority vote.
2.9: Professional Conduct - All members and/or participants, whether or not in good standing, are subject to high standards of ethical conduct, honesty, and fair and open dealing in their relationship with other members.
2.10: Reinstatement - Any former member whose membership was terminated for non-payment of dues or any former member who resigned from membership while in good standing may be reinstated to membership upon written application and payment of current dues. As applicable to all new members.
2.11: Refunds - A member who resigns or is expelled is not entitled to a refund of any dues or fees paid for membership.
2.12: Transfer of Membership - No membership in The Chapter shall be transferable or assignable to another company or individual.
2.13: Meetings of Members
a. The Annual Meeting of the Chapter shall take place during the Summer Meeting.
b. Annual Meeting. The annual meeting of the members of The Chapter for any calendar year shall be held at the time(s) and location(s) as determined by the Board of Directors and applicable law.
c. Annual Meeting Notice. The notice for each annual meeting shall be given to each member, by mail, or other electronic transmission, not less than thirty (30) days prior to the annual meeting and shall contain a meeting agenda.
d. Special Meetings. A special meeting of the members may be called at the request of the President, or the President shall call a special meeting of the members on behalf of the Board of Directors upon written notice by a majority of the Board of Directors, or on behalf of the membership upon written notice by not less than twenty percent (20%) of the voting membership in good standing.
e. Special Meeting Notice. The notice for each special meeting shall be given to each member, by mail, facsimile or other electronic transmission, not less than fifteen (15) days prior to the special meeting and shall state the purpose(s) for which the special meeting is called.
2.14: Membership Voting
a. Voting Members. Only members in good standing shall have a vote on matters brought before and requiring the approval of voting members.
b. Quorum. At any meeting of the membership, the members entitled to vote, who are in attendance in person at such meeting, provided that number constitutes at least 80% of the voting membership, shall constitute a quorum herein.
c. Membership Voting. Every member entitled to vote shall be entitled to cast one (1) vote on each matter submitted to the membership, including but not limited to election of member(s) to the Board of Directors and amendments to the Articles of Incorporation or the By-Laws of The Chapter. Except as otherwise provided by law or in these By-Laws, the affirmative vote of a majority of the members entitled to vote on any matter(s) submitted at a meeting in which a quorum is present shall constitute the action of the members.
d. Written Ballot. Matters may be placed before the membership by written ballot, including without limitation ballots sent by email.

3) Board of Directors

3.1: General Powers - The business, affairs, power and authority of The Chapter shall be exercised, conducted and controlled by the Board of Directors in all matters, except as otherwise reserved to the voting membership of this organization pursuant to the Articles of Incorporation, these By-Laws or applicable law. The Board of Directors may, from time to time, delegate to officers of The Chapter or to any committees, such powers and duties as the Board of Directors shall deem proper.
3.2: Composition and Eligibility - The Board of Directors shall exercise the general powers of The Chapter and shall consist of the Officers and ten (10) individuals from the End User and or Vendor/Consultant Categories, referred to as Directors, who are nominated and elected by the membership, and the Committee Chairpersons who are appointed by the President. All representatives must be from members in good standing.
3.3: Term of Directors
a. Directors shall serve for a period of two (2) years. For the purposes of a Board term, a year shall be defined as January 1 thru December 31.
b. Any Director may succeed himself/herself for two (2) additional terms for a total of three (3) consecutive terms.
3.4: Nominations and Elections
a. Nominations of Directors. Nominations of directors shall be made by the Membership to the Secretary who will qualify each candidate and present to the voting membership.
b. Election of Directors. The candidates receiving the greatest number of votes cast by the voting membership of the organization shall be declared duly elected as director(s).
3.5: Organizational Meetings - At the direction of the President, and as soon as practicable following the election of the Directors, the newly elected Directors, shall meet for the purpose of organization and the transaction of The Chapter business. The meeting shall take place in addition of one of the regularly schedule telephonic meetings.
3.6: Meetings of the Directors
a. Regular Meetings. The Board of Directors shall hold, at a minimum, ten (10) regular meetings of the Board of Directors per calendar year, including a meeting during the annual meeting(s) of the members, to be held with such notice and at such time(s) and location(s) as determined by the President and in accordance with applicable law.
b. Special Meetings. The President shall call special meeting(s) of the Board of Directors at his/her option, or upon written notice by a majority of the Board of Directors, and in accordance with applicable law.
3.7: Director Voting
a. Quorum. At any meeting of the Board of Directors, the directors entitled to vote, who represent at least two-thirds (2/3) of the directors, shall constitute a quorum.
b. Director Voting. Every director entitled to vote shall be entitled to cast one (1) vote on each matter submitted to the Board of Directors. Except as otherwise provided by law or in these By-Laws, the affirmative vote of a majority of the directors entitled to vote on any matter(s) submitted at a meeting in which a quorum is present shall constitute the action of the directors. Votes may be taken either verbally or via email or other electronic means.
c. Action without meeting. The Board of Directors may take action without a meeting if the action is taken by the unanimous written consent of all directors entitled to vote. The action shall be documented by one or more consent resolutions stating the action taken, signed by each director entitled to vote thereon and shall be included in the corporate records.
3.8: Resignation - A director may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary. Unless the notice specifies a later effective date, the resignation is effective when the notice is delivered.
3.9: Removal
a. A director may be removed if his/her company fails to maintain a Member of good standing or fails to comply with the membership qualification.
b. With Cause. A director may be removed at any time, with cause, by a two-thirds (2/3) majority vote of the Board of Directors, when doing so is considered in the best interests of The Chapter. Cause is defined as a director’s violation, breach or non-compliance with the By-Laws of the organization, or any federal, state, or local statute, rule, ordinance or regulation which impairs the reputation of The chapter or its ability to comply with the organization’s purpose in assisting members, provided however, that any director subject to termination for cause shall be afforded notice and an opportunity for a hearing pursuant to the policies and procedures as prescribed by the Board of Directors.
3.10: Vacancies - In the event of any vacancies of a Director, the President of The Chapter shall fill the vacancy by appointment of an eligible member for the unexpired term, subject to approval by the Board of Directors. Preference will be given to prior board members.
3.11: Compensation - Members of the Board of Directors shall receive no compensation for their services as such, but may be reimbursed in whole or in part for their reasonable expenses associated with attending Board of Directors’ meetings as determined in accordance with the policies and procedures as prescribed by the Board of Directors.

4) Officers

4.1: General Powers - The officers of The Chapter shall have such authority and shall perform such duties in the management of The Chapter as may be provided in these By-Laws or as may be determined by the Board of Directors not inconsistent therewith.
4.2: Composition and Eligibility
a. The officers of The Chapter shall consist of a President, Vice President, Executive Director, Secretary/Treasurer, Past President and three (3) Emeritus Directors. These officers shall constitute the Executive Committee.
b. The Offices of President, Vice President and Secretary/Treasurer must be elected from the current Board of Directors or serving as a current Officer.
c. The Past President position will be filled through succession from the previous President
d. The Officers of Emeritus Directors and Executive Director must be elected from the current Board of Directors, current Officer or a previously served Board of Director Member.
4.3: Term of Officers - The officer’s terms of The Chapter shall be as specified below. The President, Vice President and Secretary/Treasurer may succeed themselves for two (2) consecutive terms for a total of three (3) terms.
a. The election for President will be for a one (1) year term of office.
b. The election of Vice President and Secretary/Treasurer will be for one (1) year terms of office.
c. The election of the Executive Director will be for a five (5) year term of office. An Executive director may serve consecutive terms. In the transition year of the Executive Director, the outgoing Executive Director shall serve as a co-Executive Director and hold a joint position for one (1) transition year to ensure smooth transition of the organization.
d. The election of the Emeritus Directors will be for a three (3) year term. The Emeritus Directors shall have staggered terms.
4.4: Nominations and Elections of Officers - During any year where an election is to occur, the Nominations Committee will receive nominations from the Board and will verify of a willingness to serve 1 month prior to the September Meeting. At the September Board Meeting, the Election will be held for the available officer positions.
4.5: Organizational Meetings - At the direction of the President, and as soon as practicable following the election of Officers, the Officers, including those existing and newly elect, shall meet for the purpose of organization and the transaction of The Chapter business. Said meeting, if feasible, is to be scheduled in conjunction with The Chapter’s meeting of members.
4.6: Duties of Officers
a. President - The President shall preside at all meetings of the membership of The Chapter. Annually at the business meeting of the members of the Chapter, the President shall deliver a report as to the condition of The Chapter, which report shall be made a part of the minutes of such meeting. The President shall be an ex officio member of all committees.
b. Vice President - The Vice President shall preside at all meetings in the absence of the President. In the event of a vacancy, an inability or refusal to act by the President, the Vice President shall perform all of the duties of the President during each unfilled period. In addition, the Vice President shall perform such duties as may be directed by the President and/or membership from time to time.
c. Secretary/Treasurer - The Secretary/Treasurer shall be a member of the board of directors. The Secretary/ Treasurer shall be responsible for all recording and financial functions of the organization and have custody of all funds, accounts, securities or other moneys of The Chapter. The Secretary/Treasurer shall pay all debts of The Chapter after approval in the manner prescribed, receive sums due and payable to The Chapter and account therefore, deposit funds of The Chapter in accounts as approved by the officers, and sign on behalf of The Chapter for checks and drafts drawn on The Chapter accounts. All checks shall require two (2) signatures; one of the Executive Director and Treasurer or the President, Executive Director, in the absence of the President.
A financial report of Events shall be submitted to the board of directors 30 days after event closing for final review.
d. Executive Director - The Executive Director and Recording Secretary shall attend all meetings of the membership and other such meetings of The Chapter as the President may direct. Said Executive Director shall be responsible for the day to day operation of the organization and direct the ongoing development of the organization.
e. The Executive Director shall be responsible for recording and keeping accurate and permanent records of all meetings of The Chapter membership, and other such meetings as the President may direct, will have said records when transcribed to be the official record of such meeting or proceeding. The Executive Director shall be the custodian of all corporate and of final records of The Chapter. The Secretary shall prepare and send notices of meetings, ballots and such other information as may be required by these By-Laws and as may be directed by the President from time to time.
e. Past President - The Past President shall provide the President and Board of Directors with advice and counsel and shall have primary responsibility for maintaining communications with all Past Presidents of The Chapter. The purpose of such communications shall be to facilitate the continuing interest and support of Past Presidents in current chapter activities.
The Immediate Past President shall perform such other duties and functions as from time to time may be determined by the Board of Directors.
f. Emeritus Directors - The Emeritus Directors shall provide the Board of Directors with a history of the governance of the Chapter. They should ensure the Board of Directors are staying with the confines of the Articles of Corporation and the By-Laws.
4.7: Meetings of the Officers:
a. Regular Meetings - The Officers shall hold, at a minimum, ten (10) regular meetings prior to a scheduled meeting of the Board of Directors Meetings per calendar year, to be held with such notice and at such time(s) and location(s) as determined by the President and in accordance with applicable law.
b. Special Meetings - The President shall call special meeting(s) of the Officers at his/her option, or upon written notice by a majority of the Officers, and in accordance with applicable law.
4.8: Officer Voting.
a. Quorum - At any meeting of the Officers, the officers entitled to vote, who represent at least two-thirds (2/3) of the officers, shall constitute a quorum.
b. Officer Voting - Every officer entitled to vote shall be entitled to cast one (1) vote on each matter submitted to the Executive Committee and Board of Directors. Except as otherwise provided by law or in these By-Laws, the affirmative vote of a majority of the Officers entitled to vote on any matter(s) submitted at a meeting in which a quorum is present shall constitute the action of the Officers. Votes may be taken either verbally or via email or other electronic means.
c. Action without meeting - The Executive Committee may take action without a meeting if the action is taken by the unanimous written consent of all officers entitled to vote.
The action shall be documented by one or more consent resolutions stating the action taken, signed by each director entitled to vote thereon and shall be included in the corporate records.
4.9: Resignation - An officer may resign at any time by delivering written notice to the President or the Secretary. Unless the notice specifies a later effective date, the resignation is effective when the notice is delivered.
4.10: Removal
a. An Officer may be removed if his/her company fails to maintain a Member of good standing or fails to comply with the membership qualification.
b. With Cause. An officer may be removed at any time, with cause, by a two-thirds (2/3) majority vote of the Board of Directors, when doing so is considered in the best interests of The Chapter.
c. Cause is defined as an officer’s violation, breach or non-compliance with the By-Laws of the organization, or any federal, state, or local statute, rule, ordinance or regulation which impairs the reputation of The chapter or its ability to comply with the organization’s purpose in assisting members, provided however, that any officer subject to termination for cause shall be afforded notice and an opportunity for a hearing pursuant to the policies and procedures as prescribed by the Board of Directors.
4.11: Compensation - Officers of the Chapter shall receive no compensation for their services as such, but may be reimbursed in whole or in part for their reasonable expenses associated with attending Executive Committee/Board of Directors’ meetings as determined in accordance with the policies and procedures as prescribed by the Board of Directors.
4.12: Vacancies - In the event of any vacancies in the officer position(s), the Board of Directors shall fill such vacancies for the unexpired term from current Board members. The exception is if the Past President resigns. This position shall be filled by a previous Past President in Good Standing.

5) Committees

5.1: Committees
a. Committees may be created by the Officers as may be deemed desirable from time to time.
b. The Chairperson of each Department shall be appointed by the President with the advice and consent of the Officers, except for those Committees having a Director as Chairman.
c. Committees:
i. Chairpersons shall meet monthly and or as needed to conduct the business of the committee.
ii. Chairpersons will report to the board during the monthly board meeting the status of their respective committees.
iii. Chairpersons are responsible for assembling a committee of at least 3 persons to ensure consistency year to year.
iv. Committees are, but not limited to:
1. Membership Committee
2. Education Committee
3. Events Committee
a. Programs Committee
b. Thought Leadership Committee
c. Sponsorship Committee
d. WiMCO Committee
4. Nominations Committee
5. End User Liaison Committee

6) Administration and Procedures

6.1: Fiscal Year - Unless otherwise indicated, The Chapter shall operate on a calendar year commencing on the first day of January and ending on the last day of December.
6.2: Legal Documents - The membership may authorize any officer or officers, agent or agents, to enter into, on behalf of The Chapter, any contract or legal document in its name, providing such authorization is made in writing and is approved by the Executive Committee.

6.3: Gifts and Grants - The Chapter may accept such gifts and grants of moneys or property as the officers may authorize.
6.4: Books and Records - All officers or agents who have funds or property of The Chapter in their possession shall maintain such written records of their transactions as enable them to fully account for the use and disposition thereof, and to be maintained in such form as to be subject to audit, which are the property of The Chapter.
6.5: Review of Financial Records
a. The officers may cause a review to be made by one or more members of The Chapter, or by an independent Certified Public Accountant, of the books and records maintained by the Treasurer at such intervals as the officers may determine.
b. Year-end financial statements shall be prepared by an independent Certified Public Accountant along with annual tax returns.
c. The officers may also direct that a review be performed of the accounts of any officer or agent having custody of The Chapter funds at such times and in such manner and by such persons as the officers may deem appropriate.
6.6: Bonds - The officers may require any officer or agent having custody of The Chapter funds to be bonded by a bonding company and in such amounts as selected by the Officers. All premiums for such bonds shall be paid by The Chapter.
6.7: Rules of Procedure - The officers of The Chapter may adopt rules of procedure not consistent with any statutes and By-Laws of 7 X 24 Exchange International, provided that any such rules shall be in writing and made available to the membership upon request.
6.8: Indemnification - The Chapter shall indemnify any director, officer, former director, and former officer who is or has served at the request of The Chapter (and his/her heirs, executors and administrators) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him/her by reason of the fact that he/she is or was such director or officer in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, to the full extent required by applicable law.
6.9: Conflict of Interest - Directors, officers, employees and contractors of The Chapter should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of The Chapter. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, staff member or contractor competes or appears to compete with the interests of The Chapter. If any such conflict of interest arises, the interested person shall call it to the attention of the Executive Director, who shall timely call it to the attention of the Board of Directors for resolution. If the conflict relates to a matter requiring Board action, such person shall not vote on the matter. The minutes of the meeting of the board shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter. When there is doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.
6.10: Dissolution - Upon the dissolution of The Chapter or the winding up of its affairs, or other liquidation of its assets, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of The Chapter, distribute all the remaining assets of The Chapter for one (1) or more tax exempt purposes within the meaning of Section 501(c)(3) or 501(c)(6) of the United States Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue Code), in such manner as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of The Chapter is then located, exclusively for such purposes to such organization(s), as the court shall determine, which are organized and operated exclusively for such purposes.

7) Amendments

7.1: Proposal for Amendments by Members - Any proposal for a change or changes to these By-Laws must be made in writing by at least three (3) voting members in good standing of The Chapter. Such proposal shall be submitted to the Recording Secretary and must contain the names and addresses of each member’s designate making such proposal, together with a statement of that part of the By-Laws proposed for change, the nature of the change being proposed, and the reasons why such change is proposed.
7.2: Proposal by Officers and Directors - The officers may at any time propose changes to these By-Laws in the same manner as a proposal made by the members.
7.3: Review - All proposals for change to these By-Laws shall first be reviewed by the officers.
7.4: Adoption
a. The officers may, on its own motion, adopt, reject or modify the proposed change or, in its discretion, determine that the change proposed should be submitted to a quorum vote of the membership, in which event it shall be voted on by the membership at the next meeting (stays of the existing By-Law- and the text of the proposed change, designed in such a manner as to clearly afford each voting member to vote for or against the proposal). Two-thirds (2/3) of these voting members shall be present at the meeting.
b. Any changes to the By-Laws as made by the membership shall be published at the next meeting.

End of By-Laws

These By-Laws were approved on February 27^th, 2020 by the Board of Directors of the 7X24 Exchange Carolina Chapter.

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