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Bylaws

AMENDED RESTATED BYLAWS

7×24 Exchange, Inc.
Amended and Adopted: March 31, 2011.

ARTICLE I — GENERAL

Organization

The entity is a Delaware not-for-profit corporation entitled 7×24 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

7×24 Exchange Mission: To be the leading knowledge exchange for those who design, build, operate and maintain mission critical enterprise information infrastructures, 7×24 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, conferences 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 7×24 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

7×24 Exchange shall have seven classes of membership:
  1. End User: An individual or company that builds, designs, operates or maintains mission critical technology and enterprise information infrastructures for internal use.
    **Companies that can be considered as an End User or a Vendor will be classified a Vendor organization.**Companies that can be considered as an End User or a Consultant will be classified a Consultant organization.
  2. Vendor: An individual or company that sells or distributes products and/or services to the mission critical industry.
  3. Consultants: An individual or company that provides professional advice or consulting services for a fee in the mission critical industry.
  4. Media: An individual or company that disseminates news to the mission critical industry.
  5. Government Agency: Includes agencies of international, local or regional levels of government responsible for the planning and/or economic development of public areas for the mission critical market.
  6. Industry Partner: Peer organizations in the mission critical industry.
  7. Nonprofit Organization: Organizations with a 501 (c)3 or 501 (c)6 IRS classification.

Each business entity shall be considered a separate member organization subject to payment of dues. One individual from the member organization will be the designated representative receiving all official 7×24 Exchange correspondence. Any number of individuals in that member organization are entitled to membership benefits but only the designated representative may vote in official ballots. However the member organization shall only have one vote on matters submitted to a vote of the membership.

Election to Membership

Members shall be approved by the Board of Directors, applications for such approval having been made thereto in writing.

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 7×24 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 entity that is the member of 7×24 Exchange.

Membership Year

7×24 Exchange’s membership year shall be January 1st through December 31st each year.

Delinquency and Cancellation

Any member of the 7×24 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 7×24 Exchange membership and Board of Directors meetings.

National Conventions

At least one national convention of 7×24 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 7×24 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 Fifty Percent (50%) 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 Eighty Percent (80%)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 7×24 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 7×24 Exchange and to do all acts necessary or advisable in connection therewith and shall exercise general supervision of the receipts and expenditures of the 7×24 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/operator driven organization directed by their majority interests.

Number of Directors, Terms and Qualifications

The Board of Directors shall consist of not less than five (5) or more than seven (7) members, of which one shall be the Chairman of the Board; one (1) shall be the Chapter Representative. No more than four(4) board membersshall also be Officers.A Director is elected for a one- (1) year term. No term-limits exist. Any person that is part of a member organization who has a serious interest in the purposes of 7×24 Exchange may qualify for election as a Director; however, such organization must be a member in good standing and there may only be one (1) candidate from any member organization.

Chairman of the Board

The Board of Directors shall select, by a majority vote, a Chairman from among the members of the Board. The Chairman shall lead Board meetings and perform all other duties outlined in these Bylaws and as otherwise prescribed by the Board of Directors. The Chairman shall 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. In the event that the Chief Executive Officer (as described below) becomes unable to serve for any reason, the Chairman shall perform the Chief Executive’s duties until the Chief Executive Officer is able to resume those duties or until the Chief Executive Officer’s successor has been chosen. In the event that the Chairman becomes unable to serve for a period of thirty (30) days, the Board of Directors shall select a replacement from among the remaining Board members by a majority vote.

Chapter Representative

The member of the Board who is 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 7×24 Exchange National Board, will be channeled through the Chapter Representative. The Chapter Representative will also assist the Board in all other matters as needed. The Chapter Representative shall be selected from among the members of the Board by a majority vote of the Board of Directors.

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, 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 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 Chairman, 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 fifteen(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 firstday of August of each year, the Chairman shall appoint a nominating Committee from among the Board of Directors consisting of three (3) Board members, one of which shall act as the Chairperson of the Committee. Before the first day in November, the Chairperson of the Committee shall report the names of the candidates selected for election as Directors and Officers to the 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 1st of each year. Ballots from members must be returned to the Secretary not later than December 20th (postmarked not later than three(3) days prior). The 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.

Special Elections

If a position on the Board of Directors or among the Officers becomes vacant between elections, the vacancy may be filled by a majority vote of the Board,as provided in Articles IV or VII, respectively, or by a special election. If the Board chooses to hold a special election, the Chairman shall appoint a nominating Committee from among the Board of Directors consisting of three (3) Board members, one of which shall act as the Chairperson of the Committee. Within thirty (30) days of such nomination, the Chairperson of the Committee shall report the names of the candidates selected for election to the vacant Director or Officer position to the Secretary. Candidates must have consented, in writing, that their name be placed in nomination. A special election shall be held by mail ballot sent to all voting members. Ballots from members must be received by the Secretary no later than twenty (20) days following the date the ballots were postmarked. The Secretary shall tally the votes, reporting the results to the Board. 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 shall be held every year. Directors are elected for a one- (1) year term. No term limits exist. Directors or Officers appointed by the Board, or elected by special election, to fill a vacancy shall hold office until the next regularly scheduled election.

Compensation

Directors and Officers may receive reasonable compensation in the discretion of the Board of Directors.

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. Officers and Directorsappointed or elected as the result of a vacancy shall assume the responsibility of their office immediately following appointment or election.

ARTICLE VI — COMMITTEES

Executive Committee

The Board shall elect from its voting membership an Executive Committee, which shall consist of the Chairman of the Board and such of the Chief Executive Officer, President, Vice President and Treasurer who are also members of the Board of Directors. 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 the desired actions 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 7×24 shall be a Chief Executive Officer, President, Vice President, Treasurer. The Administrative Director shall perform the duties of Secretary of the 7×24 Exchange, but shall not be an officer.

Election and Term of Office

The Chief Executive Officer, President, Vice President and Treasurer shall be elected annually by the members. The Chief Executive Officer, President, Vice President and Treasurer shall hold the same office for a term of one (1) year and may be eligible for re-appointment to the same office. No term limits shall exist.

Removal from Office

Any 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, or by special election as described in Article V.

Chief Executive Officer

The Chief Executive Officer may or may not be a member of the Board of Directors. The Chief Executive Officer shall perform such duties as prescribed by the Board of Directors. The duties and compensation, if any, shall be set by the Board of Directors each year. At the Annual Business Meeting of the 7×24 Exchange and at such other times as deemed proper, the Chief Executive Officer shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the 7×24 Exchange.

President

In the event that both the Chairman of the Board and the Chief Executive Officer are unable to serve for any reason, the President shall exercise all the powers and discharge all the duties of Chief Executive Officer and Chairmanuntil the Chairman or the Chief Executive Officer shall be able to resume theChairman and Chief Executive Officer’s duties or the Chief Executive Officer’s successor shall be chosen.

Vice President

In the absence of the Chief Executive Officer, the Chairman of the Board and the President, the Vice President shall exercise all the powers and discharge all the duties of Chief Executive Officer, the chairman and presidentuntil the Chief Executive Officer, Chairman of the Board or the President shall be able to resume their duties or the Chief Executive Officer’s successor shall be chosen.

Treasurer

The Treasurer shall have the general supervision of the financial affairs of the 7×24 Exchange and shall be the Chairperson 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 7×24 Exchange for the payment or transfer of money. The Treasurer shall report on the financial conditions of the 7×24 Exchange to the Board of Directors and to the Executive Committee in such form and frequency as they may direct.

Administrative Director

The Board of Directors shall appoint the Administrative Director. The Administrative Director shall manage and direct all activities of the 7×24 Exchange subject to the policies of the Board of Directors and through the office of the Chairman of the Board. The Administrative Director shall perform the duties of 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 (7) 7×24 Exchange voting members in good standing may associate themselves to form a Chapter. At least Fifty Percent (50%) of Chapter officers must be from the user community. The National Board of Directors must approve all Chapters.

Affiliate Charter Agreement

To become a 7×24 Exchange Chapter, groups must complete and submit for approval of the 7×24 Exchange National Board of Directors the official “Affiliate Charter Agreement”. Upon approval by the 7×24 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 7×24 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 7×24 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

Power to Amend

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 7×24 Exchange Magazine.

ARTICLE XI — DISSOLUTION

Dissolution

The 7×24 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 7×24 Exchange. On dissolution of the 7×24 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.