BY-LAWS

Dated: 6/25/2017

ARTICLE I, GENERAL

Title
The name of this organization shall be the “7x24 Exchange- The OHIO Chapter 7x24]”.

Organization
The formal title to this organization shall be the “7x24 Exchange- The OHIO Chapter,” a non-profit body. 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.

Official Documents
Documents governing the organization and operation of the OHIO 7x24 Exchange shall be included in the By-laws of the Chapter as approved by the Officers. Said documents shall include any amendments or additions which may be made and approved from time to time.

Newsletter
The official Newsletter for the OHIO 7x24 Chapter shall be titled The OHIO 7x24 Chapter News, to be published by the OHIO 7x24 Chapter at times and in a manner as established by the Officers.

Purpose/Charter
The OHIO 7x24 Chapter is an educational forum bringing 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.

The OHIO 7x24 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. Details of how information is gathered and disseminated shall be developed by the Public Relations Committee of the Chapter.

The OHIO 7x24 Chapter Meetings will serve as an open forum to present topics relevant to infrastructure reliability.

The OHIO 7x24 Chapter will not endorse specific products or vendors.

Board of Directors

Officers initially.

Officers
The officers of the OHIO 7x24 Chapter shall consist of a President, One (1) Executive Vice President, Ten (10) Vice Presidents, One (1) Executive Director, One (1) Recording Secretary, One (1) Treasurer and One (1) Past President for retiring President. (15 Total) The officers shall have the duties as established by the By-laws.

Article II MEMBERSHIP

Qualifications
Any member of good character who is interested in the The OHIO 7x24 Chapter and who agrees to conform to the By-laws of the OHIO 7x24 Chapter may be a member of the The OHIO 7x24 Chapter.

Membership Classification: Membership in the The OHIO 7x24 Chapter shall be unlimited as to the number and shall include the following classifications:

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.

Termination
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.

Refunds
A member who resigns or is expelled is not entitled to a refund of any dues or fees paid for membership.

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.

Transfer of Membership
No membership in the OHIO 7x24 Chapter shall be transferable or assignable to another company.

Application for Membership
Any qualified company desiring to become a member of the The OHIO 7x24 Chapter shall request to the secretary to be added to the Communications Roster.

Membership Year
The Membership year of the OHIO 7x24 Chapter shall be as determined by the officers, but in no event shall be less that three hundred sixty-five [365] calendar days.

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.

Article III MEETINGS OF THE OHIO 7x24 Chapter

Meetings
At least four meetings of the membership and officers of the OHIO 7x24 Chapter will be held each year.

Notice of Meetings
The call to a meeting shall be issued by the Secretary by meeting notice to members on the Communication Roster.

Expenses
The Officers will be authorized to expend funds of the The OHIO 7x24 Chapter such sums as it may deem appropriate for the expenses of holding meetings provided said reimbursed expenditures are approved by the Board of Directors by a majority vote.

Quorum
A quorum for an annual meeting, or special meeting of members shall consist of eight [8] voting members in good standing, regardless of the number of participants in attendance from a member, in addition to a majority of the Officers.

Voting
A voting member is defined as a user of critical support systems [aka the infrastructure] or a non-user at the discretion of the Officers. A non-voting member is defined as a vendor and/or consultant and/or organization that has a direct cause and/or effect in the availability of the infrastructure. A voting member is entitled to one [1] vote by its designated representative or by proxy.

A proxy must be in writing and signed by that member’s designated representative for that purpose. The proxy shall be valued only for the meeting for which it is made or any adjournment thereof. A proxy will be over-ruled if a participant of the member is present at the aforesaid meeting.

ARTICLE IV BOARD OF DIRECTORS

Founding Officers
The initial founding officers shall serve the terms as outlined in the Terms of Office after which general elections shall occur as necessary to fill vacancies.

ARTICLE V ELECTION OF OFFICERS

Conduct of Election
Nominees receiving the greatest number of votes from the membership shall be deemed to have been elected to the vacancies to be filled for a full term of office. At least five (5) board members shall be end-users

Chapter Terms of Office
The election for President will be for a two [2] year term of office. The retiring President shall occupy the position of Past President for an additional two (2) years
The election of Executive Vice President, Treasurer and Recording Secretary will be for two [2] year terms of office.
The election of Ten (The OHIO 10) Vice Presidents will be for a two (2) year terms of office
The election of the executive director will be for a five (5) year term of office.
In the transition year of executive director, a co-executive director shall be nominated and hold a joint position for one (1) transition year to ensure smooth transition of the organization.
Once elected, the founding Board of Directors shall vote to stagger initial terms of the founding Board members ( adding or subtracting a year) so as to stagger the number of Directors up for election in any one year.

Organizational Meetings
At the direction of the President, and as soon as practicable following the selection of Officers, the Officers, including those existing and newly elect, shall meet for the purpose of organization and the transaction of the OHIO 7x24 Chapter business. Said meeting, if feasible, is to be scheduled in conjunction with the OHIO 7x24 Chapter’s meeting of members.

Quorum
A simple majority of the duly elected Officers shall constitute a quorum for the transaction of business.

Term of Office
Each duly elected Officer shall serve until his replacement has been duly elected and qualified.

Compensation
No Officer shall receive any compensation for services as an Officer.

ARTICLE VI EXECUTIVE COMMITTEE

Not Applicable

ARTICLE VII OFFICERS

Eligibility
One participant of any voting member or non-voting member that is in good standing of the OHIO 7x24 Chapter shall be eligible to hold elective or appointive office. A participant may run for only one [1] elective office.

Term of Office
Officers shall be elected to their respective offices by the membership at an annual organizational meeting, held the last month of the calendar year. The term of office for each officer so elected shall commence on the first day of January of that year of election to the office and terminate on the last day of December of two years thereafter, or when successor in office has been duly elected and qualified, whichever event shall last occur. Any officer may succeed himself in office for one consecutive term (total of two consecutive) if so duly elected and qualified.

Resignation
Any officer may tender a resignation from office by delivery of a notice thereof to the other officers

Removal
Any officer may be removed by action of the membership for Malfeasance or non-feasance in office.

Vacancies
In the event of a vacancy due to death, resignation or removal, such vacancy shall be promptly filled by a special election made by the membership.

Honorariums
Officers may be rewarded for their contributions to the OHIO 7x24 Chapter 24 in a manner and to such extent as may be established by the membership.

ARTICLE VIII DUTIES OF OFFICERS

President
The President shall preside at all meetings of the membership of the OHIO 7x24 Chapter. Annually at a meeting of the members of the OHIO 7x24 Chapter, the President shall deliver a report as to the condition of the OHIO 7x24 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.

Executive Vice President
The Executive 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.

Vice Presidents
The ten (10) Vice Presidents shall attend at all meetings. In the event of a vacancy, an inability or refusal to act by the President, or Executive Vice President, one of the Vice Presidents 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, Executive Vice President and/or membership from time to time.

Executive Director
The Executive Director and Recording Secretary shall attend all meetings of the membership and other such OHIO 7x24 Chapter meetings 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. Executive Director shall be responsible for recording and keeping accurate and permanent records of all meetings of the OHIO 7x24 Chapter membership, and other such meetings as the President may direct, 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 OHIO 7x24 Chapter. The Executive Director shall prepare and facsimile notices of meetings, ballots and such other information as may be required by these By-Laws and as may be directed but the President from time to time.

Secretary
The Secretary/Treasurer shall be a member of the board of directors. The Secretary shall be responsible for all recording all functions of the organization and the OHIO 7x24 Chapter.

Treasurer
The /Treasurer shall have custody of all funds, accounts, securities or other moneys of the Chapter and shall pay all debts of the OHIO 7x24 Chapter after approval in the manner prescribed, receive sums due and payable to the OHIO 7x24 Chapter and account therefore, deposit funds of the OHIO 7x24 Chapter in accounts as approved by the officers, and sign on behalf of the The Carolinas 7x24 an checks and drafts drawn on The Carolinas 7x24 accounts. All checks shall require two (2) signatures- one of the Executive Director and Treasurer or the President or Executive Vice President, in the absence of the President.

ARTICLE IX, DEPARTMENTS AND COMMITTEES

Enumeration
Departments or Committees may be created by the Officers as may be deemed desirable from time to time.

Chairman
The Chairman of each Department shall be appointed by the President with the advice and consent of the Officers, except for those Departments having an officer as Chairman.

ARTICLE X, DUES

Dues for each membership class and participants in the OHIO 7x24 Chapter may be fixed by the members on a calendar year basis and shall not be changed more than once in any calendar year. The initial dues structure proposed is $300 for end user members ($200 if both national and chapter memberships are maintained), $600 for vendor members ($500 if both national and chapter memberships are maintained), and free to all students and media. The dues would cover the cost of the company and the first five (5) representatives, with a discounted membership cost for additional members to be determined by the Board.

ARTICLE XII, ADMINISTRATION AND PROCEDURES

Fiscal Year
Unless otherwise indicated, the OHIO 7x24 Chapter shall operate on a calendar year.

Legal Documents
The membership may authorize any officer or officers, agent or agents, to enter into, on behalf of the OHIO 7x24 Chapter, any contract or legal document in its name, providing such authorization is made in writing.

Gifts and Grants
The OHIO 7x24 Chapter may accept such gifts and grants of moneys or property as the officers may authorize.

Books and Records
All officers or agents who have funds or property of the OHIO 7x24 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.

Review of Financial Records
The officers may cause a review to be made by one or more members of the OHIO 7x24 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.

Year End Financial Statements shall be prepared by an independent Certified Public Accountant along with annual tax returns

The officers may also direct that a review be performed of the accounts of any officer or agent having custody of OHIO 7x24 Chapter funds at such times and in such manner and by such persons as the officers may deem appropriate.

Bonds
The officers may require any officer or agent having custody of the OHIO 7x24 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 OHIO 7x24 Chapter.

Rules of Procedure
The officers of the OHIO 7x24 Chapter may adopt rules of procedure not inconsistent with the By-laws of the National 7x24 any statute, provided that any such rules shall be in writing and made available to the membership upon request.

ARTICLE XIII, AMENDMENTS

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 OHIO 7x24 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.

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.

Review
All proposals for change to these By-laws shall first be reviewed by the officers.

Adoption
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 (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). A vote of Two-thirds of the voting members shall be required to carry the proposal.

Any changes to the By-laws as made by the membership shall be published at the next meeting.

These Amended By-Laws, of the OHIO 7x24 Chapter have been ratified by the Charter Board of Directors as written, on January 1, 2020.