Bylaws

Title

The name of this organization shall be the “7×24 Exchange – Ohio Chapter”.

Organization

The formal title of this organization shall be the “7×24 Exchange – 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 based on race, creed, age, color, national origin, sex, sexual preference, disability, or marital status.

Official Documents

The by-laws, as approved by the officers, shall include documents governing the organization and operation of the 7 X 24 Exchange—Ohio Chapter. Said documents shall consist of any amendments or additions that may be made and approved from time to time.

Newsletter

The official newsletter for the 7×24 Exchange – Ohio Chapter shall be titled “7×24 Ohio Chapter News” and will be published by the 7×24 Exchange – Ohio Chapter at times and in a manner established by the officers.

Purpose/Charter

7×24 Exchange – Ohio 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.

7×24 Exchange—Ohio 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. The chapter’s Education and Outreach Committee will develop details of how information is gathered and disseminated.

7×24 Exchange – Ohio Chapter Meetings will serve as an open forum to present topics relevant to infrastructure reliability.

7×24 Exchange – Ohio Chapter will not endorse specific products or vendors other than allowing sponsors to provide company or service information without prejudice.

Board of Directors

Officers initially.

Officers

The officers of the 7×24 Exchange – Ohio Chapter shall consist of:

• President (1)
• Past President (1) if applicable
• Executive Vice President (1)
• Executive Director (1)
• Secretary (1)
• Treasurer (1)
• Committee Leads (6)

The officers (12-13 Total) shall have the duties as established by the By-laws

Qualifications

Any member of good character interested in the 7×24 Exchange – Ohio Chapter and who agrees to conform to the By-laws of 7×24 Exchange – Ohio Chapter may be a member of the 7×24 Exchange – Ohio Chapter.

Membership Classification: Membership in the 7×24 Exchange – Ohio Chapter 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 using critical support systems (a.k.a. the infrastructure) or a vendor and/or consultant and/or organization that has a direct cause and/or effect on 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 high school, community college, or university. Those faculty or students should be pursuing or interested in pursuing a degree or accreditation in a mission-critical related function: trades, mechanical, electrical engineering, architecture, computer science, etc.

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 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 retired member who resigned while in good standing may be reinstated upon written application or payment of current dues. As applicable to all new members.

Transfer of Membership

No 7×24 Exchange – Ohio Chapter membership shall be transferable or assignable to another individual or company.

Application for Membership

Any qualified company desiring to become a member of the 7×24 Exchange – Ohio Chapter shall request the secretary to be added to the Communications Roster.

Membership Year

The Membership year of 7×24 Exchange – Ohio Chapter shall be as determined by the officers, but in no event shall it be less than three hundred sixty-five [365] calendar days.

Professional Conduct

All members and/or participants, whether in good standing or not, are subject to high standards of ethical conduct, honesty, and fair and open dealing in their relationships with other members.

Meetings

Each year, 7×24 Exchange – Ohio Chapter members and officers will hold four (4) meetings, one per quarter. Eight (8) meetings of the voting board members, one per month, except for those containing an all-member meeting, shall also occur. The Committee Lead shall set Committee Meetings, which will occur as required to achieve the Committee Goals.

Notice of Meetings

All meetings shall have the ability to be held remotely in an electronic forum.

The Secretary or Administrative Assistant shall control the meeting and ensure appropriate invitations to required meetings. Committee Leads shall control those meetings as are necessary for their Committee.

All members in good standing shall be invited to the quarterly board meetings.

All Board Members in good standing shall be invited to the monthly board meeting.

Expenses

The Officers will be authorized to expend funds of the 7×24 Exchange—Ohio Chapter in such sums as they may deem appropriate for meeting expenses, provided said reimbursed expenditures are approved by the Board of Directors by a majority vote.

Quorum

A quorum for a meeting requiring a vote or a 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, a majority of the Officers in good standing must be present.

Voting

A voting member is defined as a paid member in good standing or a non-paying end user or educational member in good standing at the Officers’ discretion. A non-voting member is defined as a member who does not have a current active membership, paid or unpaid, or is not in good standing. A voting member is entitled to one [1] vote in person or by proxy.

A proxy must be in writing and signed by that member. The proxy shall be valued only for the meeting for which it is made or any adjournment thereof. A proxy will be overruled if a participant of the member is present at the aforesaid meeting.

Founding Officers

The initial founding officers of 7×24 Exchange – Ohio Chapter shall serve the terms outlined in the Terms of Office, after which general elections shall occur as necessary to fill vacancies.

Conduct of Election

Nominees receiving the majority of votes from the membership shall be deemed elected to fill the vacancies for a full term of office.

Terms of Office

No term limits are imposed on members of the Board of Directors if they remain in good standing. If retired or voted out of the position of President, that individual shall occupy the position of Past President until the next President has completed their term.

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 elected, shall meet for the purpose of organization and the transaction of the 7×24 Exchange – Ohio Chapter business. The said meeting, if feasible, is to be scheduled in conjunction with the 7×24 Exchange – Ohio Chapter meeting of members.

Quorum

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

Compensation

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

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. A vote of no confidence must be requested for their position, and a quorum must be met to ratify the vote of no confidence.

Vacancies

If a vacancy occurs due to death, resignation, or removal, a special election by the membership shall promptly fill it.

Honorariums

Officers may be rewarded for their contributions to 7×24 Exchange – Ohio Chapter 24 in a manner and to such extent as may be established by the Board of Directors.

The President shall preside at all membership meetings of 7×24 Exchange—Ohio Chapter. Annually, at a quarterly meeting of the members, the President shall deliver a report on the chapter’s condition, which report shall be included in the minutes of such meeting. The President shall be an ex officio member of all committees.

The President serves as the principal leader and public face of the organization. This role is essential for ensuring the organization’s mission, goals, and operations align with its strategic vision and governance requirements. The President oversees board activities, fosters collaboration among the board and members, and acts as a key decision-maker in organizational leadership. Key Responsibilities and Duties:

1. Leadership: Provide strategic leadership by setting goals and establishing long-term priorities. Ensure compliance with the organization’s bylaws, policies, and legal requirements. Maintain order by presiding over meetings and ensuring discussions align with the agenda and organizational objectives. Facilitate effective decision-making by promoting engagement, collaboration, and consensus among board members.
2. Financial Stewardship: Work with the Treasurer to review and approve budgets, financial reports, and significant expenditures. Support fundraising efforts by engaging sponsors, attending events, and leveraging personal and professional networks. Ensure the organization remains fiscally responsible and sustainable.
3. Executive Oversight: Collaborate with the Executive Director to oversee the implementation of strategic initiatives and operational goals. Ensure effective communication between the board and members, maintaining alignment on mission and priorities. Provide guidance and support while addressing organizational challenges and opportunities.
4. Representation and Advocacy: Serve as the organization’s primary spokesperson, representing it to sponsors, members, the media, and the community. Advocate for the organization’s mission and programs, building relationships with sponsors, members, and end-users.
5. Crisis Management and Conflict Resolution: Act as the key decision-maker during crises, coordinating with the board and staff to manage challenges effectively. Mediate conflicts within the board or between members, fostering resolution and collaboration.

The President is instrumental in driving the organization forward, ensuring it fulfills its mission while upholding its core values and principles. This role requires strategic vision, hands-on leadership, and a collaborative mindset to guide the organization toward long-term success.

The Past President is an advisor and mentor, leveraging their experience and institutional knowledge to support the organization’s ongoing success. Focused on continuity, guidance, and support for current leadership. Key Responsibilities and Duties:

1. Advisory Leadership: Based on past experiences and institutional knowledge, advise and guide the current President and Executive Director. Offer historical context and insights to help navigate the organizational challenges and transitions.
2. Continuity and Succession Support: Ensure a smooth leadership transition by sharing knowledge, practices, and documentation with new officers and board members. Mentor incoming board members and officers, helping them understand their roles and responsibilities.
3. Participation: Participate in board meetings, strategic planning sessions, and other key activities to provide perspective and institutional memory.
4. Ambassadorship: Represent the organization at external events, serving as an advocate and spokesperson when appropriate, while maintaining relationships with sponsors and community partners, fostering goodwill and continued support.
5. Preservation of Organizational History: Oversee the documentation of organizational milestones, ensuring that records are preserved for future leadership. Assist in updating or archiving organizational policies, bylaws, and procedures.

The Past President’s role is one of service, continuity, and support, contributing to the organization’s ongoing success without bearing the operational responsibilities of an executive.

The Executive Vice President plays a vital leadership role, supporting the President and contributing to the organization’s overall strategic and operational success. As second-in-command, the executive vice president is responsible for overseeing committee success, organizational initiatives, or administrative functions while ensuring alignment with the organization’s mission and goals. This role involves strategic planning, organizational management, and collaborative leadership.

The Executive Vice President shall preside at all meetings in the absence of the President. In the event of a vacancy, an inability to act, or a refusal to act by the President, the Executive Vice President shall perform all of the duties of the President during each unfilled period. Key Responsibilities and Duties Include:

1. Leadership and Strategic Support: Assist the President in developing and implementing the organization’s strategic vision and long-term goals. Also, perform any such duties as may be directed by the President to achieve the organization’s mission.
2. Representation and External Relations: Represent the organization at community events, conferences, and meetings, building relationships with key sponsors. Act as a spokesperson when necessary, promoting the organization’s programs and achievements to members and sponsors.
3. Crisis and Risk Management: Support the President in managing crises, addressing organizational risks, and implementing contingency plans. Help resolve internal conflicts and foster a culture of collaboration and accountability.

The Executive Vice President is crucial in ensuring the organization operates efficiently and effectively, acting as both a leader and a strategic partner. This position requires balancing high-level strategic responsibilities with hands-on operational management, contributing to the organization’s long-term success.

The Executive Director serves as the organization’s chief executive officer and is responsible for the organization’s overall leadership, strategic direction, and operational management. Tasked with ensuring the organization fulfills its mission, achieves its goals, and complies with all legal and regulatory requirements. Key responsibilities of the Executive Director include:

1. Leadership and Strategic Planning: Develop and implement the organization’s strategic vision and long-term goals while providing leadership to members, fostering a shared commitment to the organization’s mission and values, and identifying and responding to emerging opportunities and challenges in alignment with the organization’s objectives.
2. Governance: Assist in board development by providing timely and accurate reports, preparing meeting agendas, and supporting decision-making processes while ensuring adherence to the organization’s bylaws and governance best practices.
3. Program Development and Oversight: Direct the development, implementation, and evaluation of programs and services that align with the organization’s mission while monitoring program effectiveness and adjusting strategies to maximize impact and efficiency.
4. Advocacy and Community Engagement: As our primary spokesperson in the community, building relationships with stakeholders and sponsors to promote our mission. Also, an advocate for policies and initiatives that advance the organization’s goals and support its beneficiaries.

The Executive Director is our visionary leader and a pragmatic manager who drives the organization forward while maintaining operational excellence. This role demands strategic thinking, interpersonal skills, financial acumen, and a deep commitment to the organization’s mission and stakeholders.

The Secretary is a key officer responsible for maintaining accurate records, facilitating communication, and ensuring the organization’s compliance with governance and legal requirements. This role is the custodian of the organization’s official documents and is critical to its effective functioning. The Secretary works closely with the President and other officers to support efficient and transparent operations. Key Responsibilities and Duties:

1. Record-Keeping and Documentation: Maintain accurate and up-to-date records of board meetings, including preparing, distributing, and preserving meeting minutes. Ensure the safekeeping of organizational documents, such as bylaws, articles of incorporation, policies, and governance records. Certify and maintain records of board resolutions, decisions, and official correspondence.
2. Meeting Coordination and Support: Assist in planning and scheduling board meetings, ensuring timely notice is given to all members as required by bylaws or regulations. Prepare and distribute meeting agendas in collaboration with the President or Executive Director. Keep track of attendance at meetings and confirm that quorum requirements are met.
3. Board and Member Communication: Serve as the primary point of contact for board communications, ensuring timely and accurate distribution of materials. Facilitate communication between board members and committees to promote coordination and accountability. Assist with correspondence to external stakeholders when needed, such as responding to legal inquiries or requests for information.
4. Elections and Membership Oversight: Manage the election process for board members, officers, or other positions, ensuring compliance with organizational procedures. Maintain a roster of board members, including contact information and term limits, to ensure compliance with governance policies.
5. Administrative Support: Maintain an organized filing system, whether electronic or physical, for easy access to organizational records. Assist in preparing reports or documents for board or member review. Support other board officers and committees with administrative tasks as required.

The Secretary is essential for ensuring that the organization operates transparently and efficiently. This role supports the integrity of the board’s decision-making process and provides a foundation for the organization’s long-term success.

The Treasurer holds a key role in ensuring the organization’s financial integrity and transparency by overseeing the organization’s financial operations, including budgeting, accounting, financial reporting, and compliance with relevant financial regulations and policies. The Treasurer works closely with the Executive Director, Board of Directors, and appropriate committees to ensure sound financial management and facilitate informed decision-making. Specific duties may include:

1. Financial Oversight: The Treasurer monitors the organization’s financial health by reviewing financial statements, cash flow, and budget performance. They provide regular financial updates to the board, ensuring members are well-informed on the organization’s fiscal status.
2. Budgeting and Forecasting: Collaborating with staff and board members, the Treasurer develops the annual budget and prepares financial forecasts, adjusting as necessary based on the organization’s needs and goals.
3. Financial Reporting: The Treasurer is responsible for preparing or reviewing financial reports, including balance sheets, income statements, and cash flow statements. They present these reports at board meetings to ensure transparency and accountability.
4. Compliance and Audits: The Treasurer ensures compliance with all financial and legal reporting requirements, including tax filings and grant documentation. If required, they may also lead the coordination of audits and work with external auditors to address any issues or recommendations.
5. Internal Controls: The Treasurer establishes and monitors internal financial controls to prevent the misuse or misappropriation of funds and ensure that the organization’s resources are used appropriately and effectively.
6. Financial Policies: The Treasurer assists in drafting, implementing, and reviewing financial policies and procedures to guide the organization in managing finances responsibly.

In fulfilling these duties, the Treasurer safeguards the organization’s financial well-being, enabling it to achieve its mission with integrity and accountability. This role requires attention to detail, financial acumen, and a commitment to the organization’s values and goals

As outlined in ARTICLE VII below, the six (6) Committee leaders shall attend board meetings as voting members. They will be responsible for overseeing and executing their committee responsibilities. Those who have served at least two (2) years as successful committee leads shall be eligible to run for a named board position.

The officers shall first review all proposals for changes to this Appendix of the by-laws.

The officers may, on their 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 this 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 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 out the proposal.

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

This amended Appendix of the By-Laws of 7×24 Exchange – Ohio Chapter has been ratified by the Board of Directors as written, on 11 July 2025.

Committees may be created by the Officers as may be deemed necessary. The currently approved committees are as follows:

1. Membership Growth: 10% Annual growth goal
2. Identifying members’ needs and recommending initiatives to meet them where possible.
3. Define memberships and benefits.
4. Enhance the member experience.
5. New member onboarding and outreach, including a monthly membership email.
6. Ensuring membership renewals and maintaining an accurate member database.
7. Collecting member feedback.

1. Secure sponsors for the chapter and/or chapter events: Goal of 75% across all sponsorship opportunities.
2. Identify potential new sponsors.
3. Develop sponsorship packages.
4. Manage current sponsor relationships. Touch base with sponsors at a minimum of once a quarter.
5. Ensure proper recognition/value for sponsors
6. Collaboration with committees to ensure event sponsorship is met.

1. Identify education needs & set priorities.
2. WimCo contact and event.
3. Data Center Day Event
4. Planning & overseeing education curriculum/programs.
5. Obtain/secure appropriate speakers/course directors.
6. Ensure awareness of membership.
7. Disseminate information on education programs/speakers.

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1. Work as the chapter liaison with the outside golf planner
2. Work with the Sponsorship committee to achieve 100% sponsorship of the event
3. Achieve a minimum net of $30k (Revenue – Expenses).
4. Maintain a sold-out event with membership participation
5. Increase the number of attendees from 144 to 288 for this event.

1. Work with the Sponsorship committee to achieve 100% sponsorship of the event
2. Achieve a minimum net of $10k (Revenue – Expenses)
3. Achieve a sold-out event with membership participation
4. Have an event scheduled a minimum of 6 months out, starting in 2026

1. Plan and execute small networking events, including site selection, planning, and budgeting.
2. Facilitate connections among current & prospective members and committees/boards.
3. Promote events with the membership committee.
4. Ensure that three (3) events occur per year.
5. Increase the attendance of events by members and end-users.

The officers shall first review all proposals for changes to this Appendix of the by-laws.

The officers may, on their 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 this 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 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 out the proposal.

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

This amended Appendix of the By-Laws of 7×24 Exchange – Ohio Chapter has been ratified by the Board of Directors as written, on 11 July 2025.

The Membership Committee shall determine dues for each membership class of the 7×24 Exchange – Ohio Chapter on a calendar year basis and may not change them until the subsequent calendar year. The membership dues will be established in November for the following calendar year and communicated if any increases occur. Currently, the following memberships are available:

1. Individual Membership
2. Premier Corporate
3. Executive Corporate (limited to eight per year)
4. Chapter Ambassador (limited to two per year)

Each board member shall receive a discount on their membership dues of two hundred forty-nine dollars ($249.00). Each board member and committee member must purchase a membership and maintain good standing. The discount can be applied to:

1. Individual Membership
2. Premier Corporate
3. Executive Corporate

Fiscal Year

7×24 Exchange – Ohio Chapter shall operate on a calendar year.

Legal Documents

Any officer or committee lead may enter into any contract or legal document in its name on behalf of 7×24 Exchange – Ohio Chapter, provided such authorization is made in writing or approved by vote with quorum and documented in the meeting minutes.

Gifts and Grants

7×24 Exchange – Ohio Chapter may accept such gifts and grants of money or property as the officers may authorize.

Books and Records

All officers or agents with funds or property of 7×24 Exchange – Ohio Chapter in their possession shall maintain written records of their transactions to enable them to account for the use and disposition thereof fully and to be kept in such form as to be subject to audit.

Review of Financial Records

The officers may cause one or more members of 7×24 Exchange—Ohio Chapter or an independent Certified Public Accountant to review the books and records maintained by the Treasurer at such intervals as they determine.

An independent Certified Public Accountant shall prepare Year-End Financial Statements and annual tax returns.

The officers may also direct that the accounts of any officer or agent with custody of 7×24 Exchange – Ohio Chapter funds be reviewed at such times, in such manner, and by such persons as the officers deem appropriate.

Bonds

The officers may require any officer or agent having custody of 7×24 Exchange – Ohio Chapter funds to be bonded by a bonding company and in such amounts as selected by the Officers. 7×24 Exchange – Ohio Chapter shall pay all premiums for such bonds.

Rules of Procedure

The officers may adopt rules of procedure or statutes where those outlined herein are inconsistent with the By-laws of the 7×24 Exchange International Chapter, provided that any such changes shall be in writing and made available to the membership upon request.

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 7×24 Exchange – Ohio Chapter. Such a proposal shall be submitted to the Recording Secretary. It 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 proposed change, 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

The officers shall first review all proposals for changes to these by-laws.

Adoption

The officers may, on their own motion, adopt, reject, or modify the proposed change or, in their discretion, determine that the change proposed should be submitted to a quorum vote of the membership. In this 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 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 out the proposal.

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

These Amended By-Laws of 7×24 Exchange – Ohio Chapter have been ratified by the Board of Directors as written, on 11 July 2025.