Article III
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Board of Directors/Membership Meetings
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Section 3.1
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Distinction between Membership and Board
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The following acts require a vote of the membership:
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(a)
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Acceptance of members
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(b)
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Election of Directors
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(c)
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Bylaw changes that would
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(1)
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Materially and adversely affect the rights or obligations of members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital
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(2)
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Increase or decrease the number of members authorized in total or for any class
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(3)
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Effect an exchange, reclassification or cancellation of all or part of the membership
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(4)
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Authorize a new class of membership
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(5)
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Change quorum for meetings
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Section 3.2
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Regular Meetings
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(a)
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Regular Meetings will be held the first Monday every month at 9pm at the principal office of the corporation.
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(b)
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If subject matter requiring voting as members will be on the agenda, members will be notified of that subject matter not less than 10 days before the meeting. Notice shall be posted prominently in the principal location of the corporation and in all appropriate electronic media; the Secretary will give notice to persons unlikely to see the posted notice by the specified deadline either personally or by email at the address appearing on the books of the corporation or given by the member to the corporation for purpose of notice.
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Section 3.3
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Special Meetings
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(a)
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Special meetings may be called by the President or Secretary of the Board or five percent or more of the Directors for any lawful purpose.
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(b)
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A special meeting shall be held upon four days' notice by email or 48 hours notice delivered personally or by telephone, unless the subject of the special meeting requires voting as members. If the request for a special meeting involves subject matter that will require voting as members, the special meeting shall be held upon ten days' notice. Notice shall be posted prominently in the principal location of the corporation and in all appropriate electronic media; the Secretary will give notice to persons unlikely to see the posted notice by the specified deadline either personally or by email at the address appearing on the books of the corporation or given by the member to the corporation for purpose of notice.
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(c)
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Special meetings shall be held at the principal office of the corporation.
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Section 3.4
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Record Date for Notice
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The record date for determining the members entitled to notice of any meeting is thirty days before the date of the meeting.
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Section 3.5
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Waivers, Consents, and Approvals
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(a)
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The transactions of a meeting are valid if a quorum is present and each of the absent members who is entitled to vote, either before or after the meeting, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting.
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(b)
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A member's attendance at a meeting shall constitute a waiver of notice of and presence at a meeting, unless the member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matter required to be included in the notice but not included, if an objection is made at the meeting.
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Section 3.6
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Annual Meeting
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An annual meeting of the members shall be held on the first Monday in February at 5pm for the purpose of electing Directors and Officers, and transacting any other proper business that may come before the meeting. The annual meeting shall be held at the principal office of the corporation.
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Section 3.7
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Terms of Directors
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(a)
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Directors shall serve until the next annual meeting, with the possibility of extensions as provided by subsection (b) of this bylaw.
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(b)
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At each annual meeting, the Secretary will propose the list of nominees for election to the Board of Directors, as previously approved by the existing Board. If the proposal fails to carry, the terms of the current Directors of the Board are extended four months or, if longer, until the bylaws can be properly amended to provide for a smaller Board and a new election; in no case will the terms of the Board of Directors be extended beyond the next annual meeting.
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Section 3.8
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Quorum at Meeting
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Seventy-five percent of the membership shall constitute a quorum at a meeting.
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Section 3.9
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Loss of Quorum at Meeting
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The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawl of enough members to leave less than a quorum, if the action taken, other than adjournment, is approved by at least seventy-five percent of the members required to constitute a quorum.
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Section 3.10
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Adjournment for Lack of Quorum
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In the absence of a quorum, any meeting may be adjourned by a majority of the votes represented in person, but no other business may be transacted as provided in Section 3.9 of these Bylaws.
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Section 3.11
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Adjourned Meetings
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The corporation may transact any business at an adjourned meeting that could have been transacted at the original meeting. When a meeting is adjourned to another time or place, no notice is required if the time and place are announced at the original meeting. If the adjournment is for more than 45 days or if a new record date is fixed, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.
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Section 3.12
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Process of Decision-Making
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Matters will be discussed with a goal of seeking universal agreement. If it becomes apparent that such universal agreement cannot be reached at the instant meeting, a vote will be held as to whether the issue must be decided at the instant meeting or can be tabled for future discussion and decision. If seventy-five percent or more of quorum indicate a need for decision at the instant meeting, voting will be held on proposals regarding the issue. The proposals can then be carried by seventy-five percent or greater of quorum.
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Section 3.13
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Voting of membership
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(a)
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Each member of the corporation is entitled to one vote on each matter submitted to a vote of the membership.
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(b)
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The record date for determining the members entitled to cast written ballots is 25 days before the date of the meeting or the day on which the first ballot is mailed or solicited.
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(c)
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Cumulative voting shall not be permitted for any purpose.
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(d)
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Voting by proxy shall not be permitted for any purpose.
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(e)
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Voting by the membership shall be, whenever appropriate, executed by electronic means.
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Section 3.14
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Use of Written Ballots at Meetings
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Written ballots will be used in the election of Officers and/or Directors if requested of the Secretary by a member no less than twenty days in advance of the election. Any ballots shall be distributed not less than 10 days before the annual meeting and include all Director's nominees at the time of the ballot distribution. When ballots are distributed, the number of members voting at the meeting by written ballot shall be deemed present at the meeting for purposes of determining a quorum but only with respect to the proposed actions referred to in the ballots. The ballot shall indicate the number of responses needed to meet the quorum requirement and specify the time by which the ballot must be received to be counted.
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Section 3.15
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Action Without Meeting
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Any action required or permitted to be taken by the Board or by the membership may be taken without a meeting, if all eligible voters individually or collectively consent in writing or by electronic means to the action. Written consents shall be filed with the minutes of the proceedings of the Board. Action by such consent has the same force and effect as a unanimous vote of the eligible members.
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Section 3.16
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Empowered Committees
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(a)
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The Board may create one or more committees to serve at its pleasure by resolution reached through the decision-making process provided in Section 3.12. Each committee shall consist of two or more members.
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(b)
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An empowered committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to the following actions:
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(1)
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The approval of any action for which the approval of a majority of the members is required by law;
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(2)
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The amendment or repeal of Bylaws or the adoption of new Bylaws;
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(3)
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The amendment or repeal of any resolution of the Board which by it's express terms is not amenable or repealable;
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(4)
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The appointment of committees of the Board or their members.
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(c)
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All notice, quorum, etc. requirements applying to decision-making by the full Board of Directors shall apply to an empowered committee; i.e, a committee empowered to make binding decisions rather than recommendations.
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Section 3.17
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Qualification for Board of Directors
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Directors of the Board are required to be members of the corporation and work at least 128 hours per quarter.
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Section 3.18
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Number of Directors
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There shall be no more than fifteen and no less than three Directors of the Board.
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