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7x24 Exchange, Inc.
Amended: August 5, 2004
ARTICLE I -- GENERAL
Organization
The entity is a Delaware not-for-profit corporation entitled 7x24 Exchange, Inc. The organization is an equal opportunity organization and does not discriminate based on race, creed, age, color, national origin, sex, sexual preference, disability or marital status.
Purpose
- 7x24 Exchange Mission: To be the leading knowledge exchange for those who design, build, use and maintain mission-critical enterprise information infrastructures, 7x24 Exchange's goal is to improve end-to-end reliability by promoting dialogue among these groups.
- To conduct or cooperate in providing programs, courses of study, Institutes and research relating to the industry.
- To provide a forum on behalf of the collective interests of its members and the industry.
- To advocate on behalf of the collective interests of its members and the industry.
- To undertake such other functions and to cooperate with other associations or organizations in such programs and activities as may be consistent with the mission and purpose of 7x24 Exchange.
ARTICLE II -- MEMBERSHIP
Membership
Membership is open to organizations committed to advancing the state of the art in infrastructure reliability including, but not limited to, the following: voice/data networks, mainframes, client servers, blades, PCs, routers, gateways, applications, raised floor, HVAC systems, UPS systems, all aspects of security, electrical systems, capital expenditures, business processing requirements, technical staff, system upgrades, education and training, process improvements, and any other methodologies or tools that impact a data center's overall reliability.
Membership Classification
The organization shall have three classes of membership:
(1) User/Operator: Organizations using facilities or technology infrastructures, systems or services to provide high availability of information processing.
(2) Vendor: Organizations selling products or services designed to assist in providing high availability.
(3) Consultants: Organizations advising user or vendor organizations on High Availability.
Each business segment is considered a separate entity subject to payment of dues. One individual from the business segment will be the designated representative, receiving all official 7x24 Exchange correspondence. Any number of individuals in that business segment are entitled to membership benefits but only the designated representative may vote in official ballots.
Election to Membership
Members shall be approved by the Board of Directors, applications for such approval having been made thereto in writing.
Resignation
Any member resigning from membership shall be liable for payment of the current year's dues, unless such resignation is received within thirty (30) days following the annual billing for dues.
Expulsion
Members may be expelled by the Board of Directors for cause including 90 days delinquency in payment of dues. For any cause other than nonpayment of dues, expulsion shall take place only after the member organization complained against has been advised of the complaint lodged against the organization and has been given reasonable opportunity for defense; and such member, if expelled, may appeal the decision of the Board of Directors to the 7x24 Exchange at the Annual Meeting.
Membership Dues
Annual dues shall be determined by the Board of Directors and shall be payable January of each year in advance. Dues paid encompass all individuals within the paying business segment.
Membership Year
7x24 Exchange's membership year shall be January 1st through December 31st each year.
Delinquency and Cancellation
Any member of the 7x24 Exchange who shall be delinquent in dues for a period of ninety (90) days from the time dues become due shall be notified in writing of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Board of Directors.
Refunds
No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE III -- MEETINGS
Meetings
The Board of Directors shall declare 7x24 Exchange membership and Board of Directors meetings.
National Conventions
At least one national convention of 7x24 Exchange shall be held each calendar year on a date and place designated by the Board of Directors.
Annual Meeting
An Annual Meeting of the 7x24 Exchange members shall be held in May or June at a time and place to be designated by the Board of Directors. The meeting shall be for the purpose of presenting reports and conducting such other business as may properly come before the Membership.
Special Meetings
Other meetings may be called by the Chairman or by the Board of Directors at any time, or shall be called by the Chairman upon written request of any twenty-five(25) Members within thirty (30) days after filing of such request with the Secretary. The purpose of the Special Meetings shall be given in the notice of such meetings.
Notices
Notice of each meeting shall be mailed to all members at least thirty (30) days prior to the date thereof.
Quorum
A quorum for an annual meeting or special meeting of members shall consist of 10 voting members in good standing, regardless of the number of participants attending from a member organization, in addition to either a majority of the Executive Committee or a majority of the Board of Directors.
In the absence of a majority of the members of the Executive Committee or the Board of Directors, said quorum shall consist of at least 20 voting members in good standing, regardless of the number of participants in attendance from a member organization. A quorum of the Executive Committee or the Board of Directors shall consist of a majority of qualified members.
Voting
A member organization is entitled to one vote by its designated representative.
ARTICLE IV - MANAGEMENT/BOARD OF DIRECTORS
Board of Directors
The management of the affairs, funds, and property of the 7x24 Exchange shall be vested in its Board of Directors. The Board of Directors shall have full power and authority to put into effect the resolutions and decisions of the 7x24 Exchange and to do all acts necessary or advisable in connection therewith and shall exercise general supervision of the receipts and expenditures of the 7x24 Exchange.
The Board of Directors is to provide the best possible forum for advancing the state of the art in maximizing infrastructure reliability based on conferences that address issues deemed important by its membership. The Board of Directors shall ensure that its membership is able to openly and actively participate in a user driven organization directed by their majority interests.
Number of Directors, Terms and Qualifications
The Board of Directors shall consist of not less than 5 or more than 7 members of which one shall be a Chapter Representative and not more than 4 shall be Directors by virtue of their office. A Director is elected for a one-year term. No term-limits exist.
Any member who has a serious interest in the purposes of 7x24 Exchange may qualify for election as a Director; however, such person must be a voting member in good standing and may be the only candidate from his/her organization.
Meetings
The Board of Directors shall hold meetings at such times and places, upon such notice and under such rules as the members of the Board shall determine.
Quorum
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings and a majority vote of the members of the Board of Directors attending any meeting thereof at which a quorum shall be present shall be necessary for the adoption of any motion.
Vacancies
Any vacancies which may occur in the Board of Directors shall be filled within thirty (30) days by nomination by the Chairman of the 7x24 Exchange followed by a majority vote of the Board of Directors either at any meeting of the Board of Directors or at a special meeting called for the purpose by the Chairman or President of the 7x24 Exchange, or by mail vote.
Action By Mail Ballot
Any action required or permitted to be taken at any meeting of the Board of Directors may, at the election of the Chairperson, be taken without a formal meeting by submitting a mail ballot to the members. The Secretary shall mail a copy of each proposed resolution to be voted on by mail ballot, together with a ballot form and return address envelope to be returned to the Secretary.
No ballot shall be effective unless received by the Secretary on or before the date designated on the ballot. Such date shall not be less than 15 days after the date of mailing. Approval by a majority of the Directors duly qualified and eligible to vote shall constitute approval of the resolution by the Board.
ARTICLE V -- ELECTION OF DIRECTORS AND OFFICERS
Nominating Committee
On or before the first day of August of each year, the Chairman shall appoint a nominating Committee consisting of a Chairperson and at least two additional members. Before the first day in November, the Chairperson shall report the names of the candidates selected for election as Directors and Officers to the Administrative Director and Secretary. Candidates must have consented, in writing, that their name be placed in nomination.
Elections
Elections shall be held by mail ballot sent to all voting members on or before December 1 of each year. Ballots from members must be returned to the Administrative Director and Secretary not later than December 20th (postmarked not later than 3 days prior). The Administrative Director and Secretary shall tally the votes reporting the results to the Board of Directors. Those nominees receiving the greatest number of votes shall be declared elected. A tie shall be decided by a revote.
Terms of Office
Election of Directors and Officers will be every year. Directors and Officers are elected for a one year term. No term limits exist. Directors and Officers of 7x24 Exchange shall not receive compensation for services.
Assumption of Duties
The newly-elected Officers and Directors may be installed in office at any time following their election, but they shall assume the responsibility of their office and the official exercise of their duties and prerogatives on the ensuing January 1st.
ARTICLE VI -- COMMITTEES
Executive Committee
The Board shall elect from its voting membership an Executive Committee which shall consist of the Chairman, President, Vice President and Treasurer. Meetings of the Executive Committee may be called by the Chairman on two (2) days notice to each member, given either personally or in writing. Notice of meetings may also be given by mail in which case five (5) days notice shall be given. Special meetings shall be called by the Chairman in like manner and on like notice on written request of any two (2) members of the Executive Committee. The Executive Committee shall have and may exercise all of the powers of the Board of Directors between the meetings of the Board. Any three (3) of its members shall constitute a quorum for the transaction of business at any Executive Committee meeting. Minutes of any Executive Committee meeting shall be presented to the Board of Directors at its next regularly scheduled meeting.
Standing Committee
The Chairman shall be empowered to appoint the chairpersons of all committees and the chairpersons and members of special committees subject to the approval of the Board of Directors. The Chairman shall be an ex-officio member of all committees except the Nominating Committee.
ARTICLE VII -- OFFICERS DUTIES AND POWERS
Number
The Officers of the Society shall be a Chairman, President, Vice President and a Treasurer. The Administrative Director shall be the appointed Secretary of the 7x24 Exchange.
Election and Term of Office
The Chairman, President, Vice President and Treasurer shall be elected annually by the members. The Chairman, President, Vice President and Treasurer shall hold the same office for a term of one year and may be eligible for re-election to the same office.
Removal from Office
An officer/director may be removed from office for cause by a majority vote of the Board of Directors present at a regular meeting or at a special meeting called for the purpose, provided that notice thereof shall be given in writing to the Officer/Director at least thirty (30) days prior to said meeting.
Vacancies
If any office should become vacant, same shall be filled for the unexpired term thereof by a majority vote of the Board of Directors.
Chairman of the Board
The Chairman of the Board shall be the Chief Elected Officer of the 7x24 Exchange and serve as Chairman of both the Board of Directors and the Executive Committee. The Chairman shall also serve as an ex-officio member of all committees except the Nominating Committee and shall make all required appointments of standing and special committees and trustees.
At the Annual Business Meeting of the 7x24 Exchange and at such other times as deemed proper, the Chairman of the Board shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the 7x24 Exchange. The Chairman shall perform such other duties as are necessarily incident of the office of Chairman of the Board or as may be prescribed by the Board of Directors.
President
In the event that the Chairman is unable to serve for any reason, the President shall exercise all the powers and discharge all the duties of Chairman until the Chairman shall be able to resume the Chairman's duties or the Chairman's successor shall be chosen.
Vice President
In the absence of both the Chairman and the President, the Vice President shall exercise all the powers and discharge all the duties of Chairman until the Chairman or the President shall be able to resume the Chairman's duties or the Chairman's successor shall be chosen.
Treasurer
The Treasurer shall have the general supervision of the financial affairs of the Society and shall be the Chairman of the Finance Committee. The Treasurer shall perform all the duties incident to the office and such other duties assigned by the Board of Directors or Executive Committee. The Treasurer may sign any check or other order of the 7x24 Exchange for the payment or transfer of money. The Treasurer shall report on the financial conditions of the 7x24 Exchange to the Board of Directors and to the Executive Committee in such form and frequency as they may direct.
Chapter Representative
The Chapter Representative will act as the principal liaison between all chapters and the Board of Directors. All chapter issues, whether introduced by Chapters or the 7x24 Exchange National Board, will be channeled through the Chapter Representative. The Chapter Representative will also assist the Board in all other matters as needed.
Administrative Director
The Board of Directors shall appoint the Administrative Director who shall be the Chief Administrative Officer of the 7x24 Exchange. The Administrative Director shall manage and direct all activities of the 7x24 Exchange subject to the policies of the Board of Directors and through the office of the Chairman of the Board. The Administrative Director shall act as Secretary and serve without vote as an ex-officio member of the Executive Committee and Board of Directors.
ARTICLE VIII -- CHAPTERS
Organization
Any group of at least seven 7x24 Exchange voting members in good standing may associate themselves to form a Chapter. The majority of Chapter officers must be from the user community. The National Board of Directors must approve all Chapters.
Affiliate Charter Agreement
To become a 7x24 Exchange Chapter, groups must complete and submit for approval of the 7x24 Exchange National Board of Directors the official "Affiliate Charter Agreement". Upon approval by the 7x24 Exchange's National Board of Directors all benefits and services afforded to chapters shall commence.
ARTICLE IX -- ADMINISTRATION AND PROCEDURES
Fiscal Year
The fiscal year shall begin on the first day of January and shall end on the last day of December.
Audit
An annual audit of the accounts of the 7x24 Exchange covering the fiscal year shall be made by a certified public accountant appointed by the Board of Directors. The report of the auditors shall be read at the next meeting of the Board of Directors and shall also be open to inspection by other members of the 7x24 Exchange.
Rules of Order
At all meetings, including meetings of the Board of Directors, the most current edition of Robert's Rules of Order shall govern.
ARTICLE X -- AMENDMENTS
Subject to the provisions of the certificate of incorporation and the applicable law, the power to amend, alter or repeal these by-laws and to adopt new by-laws may be exercised by the Board of Directors or by the membership.
Review
All proposals for change to these by-laws shall first be reviewed by the Executive Committee for compliance with the certificate of incorporation and applicable law. Any changes to the by-laws shall be published in the next convenient issue of the Newsletter.
ARTICLE XI - DISSOLUTION
Dissolution
The 7x24 Exchange shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure or be distributed to the members of the 7x24 Exchange. On dissolution of the 7x24 Exchange, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
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