Article I – Name
The name of this organization shall be the CONVERGED User Group, herein after referred to as "CONVERGED". CONVERGED will be an incorporated association organized and governed under the laws of the state of Illinois.
Article II – Purpose
The CONVERGED is an independent, global, customer-led organization, which maximizes members' use of Dell EMC Converged Platforms and Solutions and partner solutions through knowledge sharing, training, collaboration, and events.
Article III – Membership
Section 1 – General
Each member of CONVERGED must be either an End User Member, a Partner Member or a Dell EMC Member (each as defined below).
Section 2 – Membership Categories
End User Member
An End User Member shall be any person employed by a company that has purchased Dell EMC Converged Platforms and Solutions products or services. An End User Member shall have voting privileges, shall be eligible to serve on the CONVERGED Board of Directors, shall be eligible to serve as a Committee Chair or as a Committee Member.
A Partner member shall be any person employed by a company that sells Dell EMC Converged Platforms and Solutions products or services. A Partner Member shall not have voting privileges and shall not be eligible to serve on the CONVERGED Board or as a Committee Chair. Partner Members shall be eligible to serve as a Committee Member or as a Local Leader, subject to the process and restrictions defined in the CONVERGED Board Governance Principles (BGPs).
Any employee of Dell EMC. Unless otherwise indicated in these Bylaws, Dell EMC Members shall not have voting privileges, shall not be eligible to serve on the CONVERGED Board, shall not be eligible to serve as Committee Chair.
Article IV – Membership Meeting
CONVERGED may hold membership meetings as needed.
Article V – Officers & Board of Directors
Section 1 – Composition
The CONVERGED Board of Directors shall have:
1. A minimum of 3 voting members and a maximum of 7 voting members
2. 3 Directors designated as Officers: President, Vice-President and Secretary/Treasurer
3. Two (2) Directors to the Board that are Dell EMC Converged Platforms and Solutions employees and are appointed by Dell EMC Converged Platforms and Solutions, one (1) of whom will be a voting Director and one of whom will be a non-voting Director. Dell EMC Converged Platforms and Solutions shall designate which appointee is the voting Director.
4. A Dell EMC Converged Platforms and Solutions representative may not serve in the President or Vice President role, but may serve as Secretary/Treasurer.
5. The Executive Director shall serve as a non-voting member of the board.
Section 2 – Election, Eligibility and Terms of Office
a. The President, Vice President, and Secretary/Treasurer shall each serve a one (1) year term, and any President, Vice President, or Secretary/Treasurer shall be eligible for re-election for up to two (2) additional consecutive one (1) year term.
b. Each Director shall serve a two (2) year term and shall be eligible for re-election for up to three (3) additional consecutive two year terms.
c. Partial terms served in all Board positions shall not be counted against term limits.
d. NoCONVERGED Board member shall serve more than 6 total years on the Board.
e. Dell EMCConverged Platforms and Solutions representatives serving on the CONVERGED Board shall not be subject to term limits.
f. Officer terms shall run concurrent with director terms.
g. Terms prior to January 1st 2017 shall not be counted.
2. Eligibility for all voting Board positions (non-VCE)
a. A candidate must:
i. Be an End User Member in good standing.
ii. Have the endorsement of the nominations committee and the support of his/her employer
a. The Nominations Committee as defined in CONVERGED's BGPs shall put forward a slate with one candidate for each open position to be approved upon by CONVERGED's voting membership.
b. Should the slate not be approved by the voting membership, a general election will be held.
c. Write-in candidates may be accepted according to CONVERGED's BGPs.
d. Officers shall be elected by the Board.
Section 3 – Assumption of Office
Section 4 – Meetings
Section 5 – Removal or Resignation
Section 6 – Vacancies
Section 7 – Multiple Board Positions
An individual may hold only one voting position on the Board of Directors at any given time.
Article VI – Fiscal Year
The Fiscal year of CONVERGED shall commence on the first (1st) day of January and shall end on the thirty first
Article VII – Indemnification
CONVERGED will indemnify and hold harmless its officers, directors, members, and their representatives upon determination by the Board that the person to be indemnified acted in good faith and with reasonable belief as to what was in the best interests of CONVERGED. Members and their representatives shall not be liable for the debts of CONVERGED.
Article VIII – Dissolution
In the event of the final dissolution of CONVERGED, after full payment or liquidation of all debts and obligations, all remaining funds shall be contributed to a charity or non-profit organization that shall be determined and voted on by a two thirds (2/3) majority of the Board.
Article IX – Amendments
Section 1 – By-Laws
Section 2 -Board Governance Policies
A simple majority vote of the full Board is required to amend the Board Governance Policies.