(September 15, 2025)

ARTICLE I — Name & Structure
ARTICLE II — Purpose
ARTICLE III — Membership
ARTICLE IV – Regional Board
ARTICLE V — Meetings and Events
ARTICLE VI — Dues and Finances
ARTICLE VII — Amendment

Article I – Name & Structure

The name of this organization is the OpExChange. The OpExChange consists of one organization across the five regions of South Carolina. The reach may extend to some counties just over the borders of the state. Those counties will be included in the closest region. The organization is hosted and operated by SCMEP, South Carolina Manufacturing Extension Partnership, who provides strategic direction, manages the coordinator, and acts as the fiduciary agent. A Regional Board acts as a steering committee for the OpExChange and provides tactical support. The Regional Board will include representation of the following geographical regions of South Carolina.

Article II — Purpose

OpExChange is dedicated to inspiring member growth through world-class learning and relationship building with an unwavering focus on operational excellence.

OpExChange is a unique peer-to-peer network of companies dedicated to achieving greater levels of operational excellence. Through shared learning and collaboration, member companies exchange ideas, expertise and advice in areas such as lean manufacturing, advanced manufacturing, and leadership to accelerate their pace of change, increase their competitiveness, and maintain the gains. Participation in OpExChange provides game-changing opportunities for improvement, growth, and renewal.

Article III — Membership

Section 1 – New Members: Prospective new members must meet the following criteria to be considered for membership in the OpExChange:

• Be at some form of Operational Excellence to showcase it with the OpExChange members (i.e., have something to offer)
• Be willing to host events and share information (electronically, written, etc.), including information on its own Operational Excellence activities
• Be willing to pay dues
• Be willing to have its people participate in events at other plants
• Be willing to give feedback to the South Carolina Manufacturing Extension Partnership (“SCMEP”) on OpExChange benefits and impacts
• Be willing to participate in an annual benchmarking survey
• Have a business presence in South Carolina (business outside of South Carolina can be approved by Board Vote).

Section 2 – New Member Election: Companies desiring membership in the OpExChange shall submit an application form to the Regional Board via the Coordinator. The Advisory Board will have one week to review the application and a 2/3rd majority vote will approve the submission.

Section 3 – Membership:

3.1 – Membership Privileges: All member companies are entitled to receive OpExChange publications and participate in OpExChange events. Official notices of OpExChange meetings and events shall be distributed to all member companies prior to the event. Each member company shall designate at least one representative to be the official recipient of notices for that company. Companies are encouraged to have a backup representative in case the primary representative cannot be reached.

3.2 – Membership Responsibilities:

3.2.1 – Participation: As it is the intent of the OpExChange to share knowledge and best practices, members are required to schedule, coordinate, and present information at one event on a regular basis, which is open to attendance by other OpExChange members. In addition, regular attendance by member companies is expected at events. Failure to meet these membership responsibilities or to pay annual dues per Article VI may cause the OpExChange to place the member company on inactive status as described in 3.2.3 below. Hosting events is a critical function of membership, should a member consistently refuse to share with an event at their site, the Regional Board has the right to restrict access to future OpExChange Events.

3.2.2 – Confidentiality: It is the intent of the OpExChange that members will share information freely and openly without concern that proprietary or confidential information be disclosed outside the OpExChange membership. OpExChange members thereby agree to treat information received within the OpExChange as confidential and to use it only for their own internal Continuous Improvement purposes. Each member company hosting an event has the right to require attendees to sign confidentiality statements. Each member has the right to guard and protect its own confidential or proprietary information with the expectations that OpExChange members will abide by these confidentiality expectations. The host and the coordinator will review all requested attendees to review conflicts of interest and the host has the right to refuse admittance to events based upon competitive conflicts of interest.

3.2.3 – Inactive Status or Termination: If a member company cannot be active in the OpExChange (defined as not hosting events, not attending events, or not paying dues) it may be placed on Inactive Status. A company on inactive status may not vote or attend events and is not required to pay dues or host events. A company on inactive status will have to reapply to the Regional Board for readmission. Terminations of OpExChange member companies may be accomplished only with at least a two-thirds vote by the Regional Board and after at least 15 days’ notice of such vote.

3.2.4 – Recruitment: Member companies are not permitted to actively recruit employees from other member companies. Any “poaching” activity should be reported to the coordinator. This activity could be cause for cancellation of membership.

3.2.5 – Online Portal Access: Each site will have access to the online Portal where individuals may review past event content, register for upcoming events, download the online member directory, and access individual learning activity. There is no finite limit on the number of users for a particular site, but individual accounts will be disabled after a period of inactivity. The account may be re-enabled by contacting either the OpExChange Coordinator or the SCMEP training department. Note that after the initial invitation to access, the account will be disabled if not accessed within 30 days.

3.2.6 – Anti-Trust Considerations: Members each acknowledge the existence and significance of applicable anti-trust laws, including the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, 1914, the Hart-Scott-Rodino Antitrust Improvements Act, the Federal Trade Commission Act of 1914, and all other laws designed or intended to prohibit, restrict, or regulate actions having the purpose or effect of monopolization, lessening of competition, or restraint of trade, and agree that continued membership in OpExChange is conditioned upon continued compliance with anti-trust laws in the course of collaboration between members and between members and SCMEP through the exchange of ideas, expertise, and advice via membership and participation in OpExChange.

Section 4 – Number of Members: The number of member companies shall not be limited.

Section 5 – Additional Plants: Each member company is entitled to include all its plants in the OpExChange regions. Plants on the same campus will be considered to be one site membership. See Article VI for dues payments. Only one representative of each company may be included in the Regional Board.

Section 6 – SCMEP: The SCMEP shall be a voting member of the OpExChange, with two seats on the Regional Board. SCMEP also shall have the role of handling funds for the OpExChange and arranging for a professional coordinator for the OpExChange. The coordinator shall be compensated by SCMEP. If issues regarding performance of the coordinator arise, official complaints shall be provided directly to the SCMEP, and reviewed and voted on by the Regional Board.

Section 7 – Coordinator: The OpExChange Coordinator shall be an ex officio (non-voting) member of the OpExChange and an ex officio (non-voting) member of the Regional Board. The Regional Board is responsible for selecting the coordinator based upon the recommendations provided by SCMEP, or by the recommendation of the Board. The coordinator shall have the following roles:

• Maintain OpExChange by-laws and notify Regional Board of any potential infractions.
• Facilitate events and Regional Board meetings:
  • This includes generating and publishing the agenda and any other required material to ensure events are productive.
  • Coordinate Board activities and report on KPI’s
• Assist potential new members through the application process.
• Coordinate and record attendance at OpExChange functions.
• Administer an annual benchmarking survey.
• Develop, implement, and enforce a process to ensure all OpExChange votes are consistent and in compliance with these by-laws.
• Other duties as assigned by the Regional Board.

Section 8 – Voting: Each member plant shall be eligible to exercise one vote per member plant in person, by proxy, or via e-mail, unless another provision requires a specific method of voting, in which case the specified voting method shall be used with each member company eligible to exercise one vote per member company in that manner.

Section 9 – Terminology: Whenever the terms “member plant,” “member company” or similar terms are used in these by-laws, they shall be read and interpreted as an active and current member of the OpExChange which is current on all financial obligations and which has complied with all duties, both fiduciary and as outlined in these by-laws.

Article IV — Regional Board:

The Regional Board will be comprised of ten OpExChange member company representatives (one from each of the five regions and five discretionary), two representatives from the SCMEP, and two additional representatives that are not affiliated with an OpExChange member company. These two additional roles will be individuals who are aligned with the strategic focus of growth and engagement of the OpExChange across the region. Note that new discretionary member company positions will not be filled until each region is represented by at least one board member.

Duties of the board include:

• Screening new member applications per Article III, Section 2 above
• Monthly review of the financials which shall be kept and distributed by SCMEP
• In working with the coordinator, agreeing with, and setting the agenda for the OpExChange including events and meetings
• Approving selection of the OpExChange Coordinator
• Setting up and reviewing fee structures and dues on yearly basis

Regional Board representatives shall serve a term of three calendar years. Regional Board positions shall be opened to new representatives when their term expires. Additional Regional Board terms by representatives are allowed with prior approval from the Board, up to a maximum of 2 consecutive terms. The Regional Board membership shall not exceed fourteen voting members.

The Regional Board will be led by a Chair and a Vice Chair, each serving a one-year term. Both roles must be held by board members from OpExChange member companies. The current Vice Chair is slated to assume the chair position after one year. A new Vice Chair will be elected by majority board vote. If the current Vice Chair cannot assume the Chair role, both positions will be filled through majority vote by the Board.

One member of the Regional Board filled by SCMEP will function as treasurer for the Regional Board. One member of the Regional Board filled by SCMEP will function as secretary for the Regional Board.

Should a Board member be deemed to not fulfill the role of their position (defined as not attending meetings, not participating in committees, not paying dues, etc.) the Regional Board has the ability to remove a Board Member through unanimous vote.

Should a Board member leave their position early, the Regional Board may fill empty seats from the current members through unanimous vote. Board members taking their position from a vacant seat will serve for the balance of the originally defined term. The Board should attempt to fill vacant seats from the same region as the seat vacated. However, any vacant seat may be filled by any region.

Should a member company board representative become unemployed, they may remain on the board for up to one year, allowing them time to secure employment and to bring their new employee into OpExChange membership, if not already a member.

The Regional Board shall meet as often as it deems necessary to conduct its business. The Regional Board shall schedule at least two general membership meetings each year, and a meeting must have 50% or greater attendance to have a quorum.

Article V — Meetings and Events

Section 1 – Scheduling Meetings and Events: The Regional Board shall work with the coordinator to define the type of events and find member facilities for the planning of events to match. The OpExChange Coordinator shall schedule and execute sharing events at member facilities as frequently as the membership demands and members are willing to host.

Section 2 – Admittance to Events: Nonmember companies may be admitted to OpExChange events, as a guest, at the discretion of the host company. Participation at events sponsored by members may be restricted at the discretion of the host company. Member companies who wish to bring employees from other locations within their company, but outside of their OpExChange regions, may do so as a guest using the slot or slots allocated to them. The host and the coordinator will review all requested attendees to review conflicts of interest and the host has the right to refuse admittance to events based upon competitive conflicts of interest.

Section 3 – Training/Knowledge Events: In addition to sharing events at member facilities, the OpExChange may conduct training or knowledge events for the benefit of its members. The Coordinator, SCMEP, technical colleges, and/or an outside resource will provide the training.

Section 4 – Hosting Events: It is the expectations that events are hosted at a member’s facility, and a plant tour is a portion of that event. However, it is understood that not all members have the ability to accommodate this expectation so exceptions can and will be made to support all members in hosting events. Use of outside facilities for hosting events is acceptable in these cases.

Article VI — Dues and Finances

Section 1 – Dues: OpExChange dues shall be paid per annum, payable to SCMEP for each plant. Plants on the same site campus will not be required to pay additional dues for each plant. Nonpayment of dues shall be cause for termination of membership in the OpExChange. Dues may be modified by a vote of the Regional Board with a majority approval of those voting required to modify the dues. At least 90 days’ notice will be given to all member companies of their new dues amounts.

Section 2 – Financial Books: SCMEP shall keep the financial books for the OpExChange and shall be responsible for collecting and disbursing funds.

Section 3 – Fiscal Year: The fiscal year for the OpExChange shall be the same as that of the SCMEP (July – June).

Article VII — Amendment

These by-laws may be amended by an affirmative vote of two-thirds of the Regional Board voting on the proposed amendment. Voting may be held in person or via e-mail at the discretion of the Regional Board. To amend these bylaws, a quorum of at least two-thirds of the member companies is required to (a) be present and vote or (b) vote via e-mail on or within one business day of the scheduled vote date. Proposed amendments may be introduced by any member in good standing. OpExChange membership must be given ten days’ notice of a vote on a by-law change.