BY-LAWS

7 X 24 EXCHANGE-The Carolinas CHAPTER

Revised January 4, 2010

ARTICLE I, GENERAL

Title

The name of this organization shall be the “7 X 24 Exchange- The Carolinas [The Carolinas 7 X 24]”.

Organization

The formal title to this organization shall be the “7 X 24 Exchange- The Carolinas 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 The Carolinas 7 X 24 shall be included in the By-laws of the 7 X 24 Exchange Carolinas Chapter as approved by the Officers. Said documents shall include any amendments or additions which may be made and approved from time to time.

The official Newsletter for the The Carolinas 7 X 24 shall be titled The Carolinas 7 X 24 News, to be published by the The Carolinas 7 X 24 at times and in a manner as established by the Officers.

Purpose/Charter

The Carolinas 7 X 24 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 Carolinas 7 X 24 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 Carolinas 7 X 24 Meetings will serve as an open forum to present topics relevant to infrastructure reliability.

The Carolinas 7 X 24 will not endorse specific products or vendors.

Board of Directors

Officers initially.

Officers

The officers of the Carolinas 7 X 24 shall consist of a President, One (1) Executive Vice President, Ten (10) Vice Presidents, One (1) Executive Director, One (1) Co-Executive Director whenever a transition of Executive Director occurs, One (1) Recording Secretary/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 Carolinas 7 X 24 and who agrees to conform to the By-laws of the The Carolinas 7 X 24 may be a member of the The Carolinas 7 X 24.

Membership Classification: Membership in the The Carolinas 7 X 24 shall be unlimited as to the number and shall include the following classifications:

a. Member: A member is defined as a corporation or individual that is a user or involved in the use of critical support systems [a.k.a. the infrastructure] or, a vendor and/or consultant and/or organization that has direct cause and/or effect in the availability of the infrastructure. A Vendor and/or Consultant is not permitted to market or sell their wares. Any violation of this code of conduct shall have additional restrictions imposed upon the offending member and/or shall be removed at the discretion of the officers by majority vote.

b. Education or Student member: This free membership is designated for the educational community, including students and faculty.- attending a school of higher education and is pursuing a Bachelors of Science or Masters degree in mechanical, electrical engineering, architecture or computer science.

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 The Carolinas 7 X 24 shall be transferable or assignable to another company.

Application for Membership

Any qualified company desiring to become a member of the The Carolinas 7 X 24 shall request to the secretary to be added to the Communications Roster.

Membership Year

The Membership year of the The Carolinas 7 X 24 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 The Carolinas . 7 X 24

Meetings

At least one meeting of the membership and officers of the The Carolinas 7 X 24 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 Carolinas 7 X 24 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 The Carolinas 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

Not Applicable

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.

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 and Recording Secretary will be for two [2] year terms of office.

The election of Ten (The Carolinas 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.

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 Carolinas 7 X 24 business. Said meeting, if feasible, is to be scheduled in conjunction with the The Carolinas 7 X 24 ’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 The Carolinas 7 X 24 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 second quarter of the calendar year. The term of office for each officer so elected shall commence on the first day of _____of that year of election to the office and terminate on the last day of _____ 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 The Carolinas . 7 X 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 The Carolinas 7 X 24. Annually at a meeting of the members of the The Carolinas 7 X 24, the President shall deliver a report as to the condition of the The Carolinas 7 X 24, which report shall be made a part of the minutes of such meeting. The President shall be an ex officio member of all committees. The President should be an end-user.

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 The Carolinas . 7 X 24 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 The Carolinas . 7 X 24 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 The Carolinas . 7 X 24. 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/Treasurer

The Secretary/Treasurer shall be a member of the board of directors. The Secreatry/ 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 The Carolinas 7 X 24.

The Secretary/Treasurer shall pay all debts of the The Carolinas 7 X 24 after approval in the manner prescribed, receive sums due and payable to the The Carolinas 7 X 24 and account therefore, deposit funds of the The Carolinas 7 X 24 in accounts as approved by the officers, and sign on behalf of the The Carolinas 7 X 24 an checks and drafts drawn on The Carolinas 7 X 24 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 The Carolinas 7 X 24 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 $150 for end user members ($100 if both national and chapter memberships are maintained), $300 for vendor members ($200 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.

ARTICLE XII, ADMINISTRATION AND PROCEDURES

Fiscal Year

Unless otherwise indicated, the The Carolinas 7 X 24 shall operate on a fiscal year commencing on the first day of May and ending on the last day of April.

Legal Documents

The membership may authorize any officer or officers, agent or agents, to enter into, on behalf of the The Carolinas 7 X 24, any contract or legal document in its name, providing such authorization is made in writing.

Gifts and Grants

The The Carolinas 7 X 24 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 The Carolinas 7 X 24 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 The Carolinas 7 X 24, 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 The Carolinas 7 X 24 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 Carolinas 7 X 24 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 The Carolinas 7 X 24.

Rules of Procedure

The officers of the The Carolinas 7 X 24 may adopt rules of procedure not inconsistent with the By-laws of the National 7 X 24 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 The Carolinas 7 X 24. 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 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 of these voting members shall be present at the meeting.

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