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 Tennessee.
Article II – Purpose
CONVERGED User Group is a customer-led community connecting members exploring Converged and Hyperconverged Solutions to share ideas, best practices, and experiences.
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 or Hyperconverged Infrastructure 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 or Hyperconverged Infastructure 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 Policies (BGPs).
Dell EMC Member
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:
- A minimum of 3 voting members and a maximum of 7 voting members
- Three (3) Directors designated as Officers: President, Vice-President and Secretary/Treasurer
- Two (2) Directors to the Board that are Dell EMC employees and are appointed by Dell EMC, one (1) of whom will be a voting Director and one (1) of whom will be a non-voting Director. Dell EMC shall designate which appointee is the voting Director.
- A Dell EMC representative may not serve in the President or Vice President role, but may serve as Secretary/Treasurer.
- The Executive Director shall serve as a non-voting member of the board.
Section 2 – Election, Eligibility and Terms of Office
- Terms of Office
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 terms (3 consecutive years total).
Each Director shall serve a two (2) year term and shall be eligible for re-electionfor up to two (2) additional consecutive two-year terms (6 consecutive years total).
Partial terms servedin all Board positions shall not be counted against term limits.
No CONVERGED Board member shall serve more than 6 consecutive years on the Board.
Dell EMC representatives serving on the CONVERGED Board shall not be subject to term limits.
Officer terms shall run concurrent with director terms.
Terms prior to January 1, 2017 shall not be counted.
- Eligibility for all voting Board positions (non-Dell EMC)
- A candidate must:
- Be an End User Member in good standing.
- Have the endorsement of the nominations committee and the support of his/her employer.
- The Nominations Committee as defined in CONVERGED's BGPs shall put forwarda slate with one candidate for each open position to be approved upon byCONVERGED's voting membership.
- Should the slate not be approved by the voting membership, a general election will be held.
- Write-in candidates may be accepted according to CONVERGED's BGPs.
- Officers shall be elected by the Board.
Section 3 – Assumption of Office
- All newly elected Directors and Officers, except those assuming unfulfilled terms, shall assume their offices on the first day of CONVERGED’s next fiscal year.
- The Directors and Officers assuming an unfulfilled term shall take office immediately following their selection.
Section 4 – Meetings
- The Board shall meet as necessary to conduct the business of CONVERGED.
- Special Meetings may be called by the President or a majority of the voting Directors.
- A quorum of any properly called Board of Directors meeting shall consist of fifty percent (50%) of all voting Directors.
- Any Director unable to attend a meeting shall notify the Secretary/Treasurer of CONVERGED in writing.
Section 5 – Removal or Resignation
- Officers and Directors shall be subject to removal as permitted by applicable law for cause as defined in the CONVERGED BGPs.
- Any Officer or Director submitting a resignation shall notify CONVERGED’s Treasurer/Secretary in writing stating the effective date of the resignation.
Section 6 – Vacancies
- Should there be a vacancy in any office other than the President it shall be filled at the earliest possible date for the balance of the term by a method determined by the Board.
- Should there be a vacancy in the office of President, the Vice President shall assume the office of
President for the balance of the term.
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 (31st) day of December.
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 – Bylaws
- A two-thirds (2/3) vote of the full Board is required to amendment the Bylaws.
- The new Bylaw becomes effective immediately unless an effective date is specified during the amendment process.
Section 2 -Board Governance Policies
A simple majority vote of the full Board is required to amend the Board Governance Policies.