Article V Membership Meetings •
- Place of Meeting. The meetings of the Members shall be held at the principal office of the Corporation or at such other reasonable place as may be designated by the Board in the notice of the meeting.
- Annual Meeting. The annual meeting of the members of the corporation shall be held on a date and at a place to be determined by the Board of Directors at least ninety (90) days prior to the date of such annual meeting.
- Special Meetings.
(a) Persons Entitled to Call Special Meetings. A majority of the Board, the President or five percent (5%) or more of the Members having voting rights may call special meetings of the Members at any time to consider any lawful business of the Corporation.
(b) Procedures for Calling Special Meetings Requested by Members. If a special meeting is called by Members other than the Board of Directors or President, the request shall be submitted by such Members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the President, any Vice President. or the Secretary. of the Corporation. The officer receiving the request shall cause notice to be promptly given to the Members having voting rights in accordance with the provisions of Section 4 of this Article V, that a meeting will be held, and the date, time and purpose for such meeting, which date shall be not less than thirty-five (35) nor more than ninety (90) days following the receipt of the request. If notice of the meeting is not given within twenty. (20) days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of Members may be held when the meeting is called by action of the Board of Directors or the President.
- Notice of Members’ Meetings.
(a) Generally. All notices of meetings of Members (whether regular or special) shall be sent or otherwise given in writing to each Member who, on the record date for notice of the meeting (as provided in Article V, Section 8 herein) is entitled to vote thereat, in accordance with subparagraph (c) of this Section 4, not less than twenty (20) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted, or (ii) in the case of a regular meeting, those matters which the Board of Directors, at the time of giving the notice, intend to present for action by the Members, but any proper matter may be presented at the meeting for such action so long as a quorum is present.
(b) Special Notice Rules for Certain Material Transactions. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s)
(i) Removing a director without cause;
(ii) Filling vacancies on the Board of Directors under those circumstances where a vote of the Members is required pursuant to Article VI, Section 8 of these Bylaws;
(iii) Amending the Articles of Incorporation or these Bylaws in any manner requiring approval of the Members;
(iv) Approving a contract or transaction between the Corporation and one or more of its directors, or between the Corporation and any corporation, firm or association in which one or more of the Corporation’s directors has a material financial interest; and
(v) Voting upon any election to voluntarily terminate and dissolve the Corporation.
(c) Manner of Giving Notice. Notice of any meeting of Members shall be given either personally, by first-class mail with charges prepaid, or by telegraphic or facsimile transmission with charges prepaid and receipt confirmed, addressed to each Member either at the address of that Member appearing on the books of the Corporation or the address given by the Member to the Corporation for the purpose of notice. If no address appears on the Corporation’s books and no other has been given, notice shall be deemed to have been given if either (i) notice is sent to that Member by first-class mail or telegraphic or facsimile transmission to the Member’s principal office, or (ii) notice is published at least once in a newspaper of general circulation in the county where that principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegraphic or facsimile transmission to the Member’s principal office, or (iii) notice is published at least once in a newspaper of general circulation in the county where that principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegraphic or facsimile transmission.
(d) Affidavit of Mailing: Effect Thereof. An affidavit of the mailing or other means of giving any notice of any membership meeting may be executed by the Secretary or the Assistant Secretary of the Corporation, and if so executed, shall be filed and maintained in the minute book of the Corporation. Such affidavit shall constitute prima facie evidence of the giving of notice.
- Quorum Requirements. Twenty-five percent (25%) of the voting power of Members, represented in person at a meeting or by written ballot without a meeting, shall constitute a quorum for the transaction of business of the Members. The Members present at a duly held meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.
- Adjourned Meeting. Any Members’ meeting, annual or special, whether or not a quorum is present, may be adjourned to another time and/or place (but not for more than forty-five  days) by the vote of the majority of Members represented at the meeting. Unless there is an absence of a quorum (in which case no other business may be transacted at that meeting except as provided in Section 5 above), the reconvened meeting may take any action which might have been transacted at the original meeting. When a Members’ meeting is adjourned to another time or place, notice need not be given of the new meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Notwithstanding the foregoing, if after adjournment a new record date is fixed for notice or voting, a notice of the rescheduled meeting must be given to each Member who on the record date for notice of the meeting is entitled to vote thereat.
- Waiver of Notice or Consent by Absent Members.
(a) Waiver and Consents, Generally. If decisions are made by the Members at a meeting where a quorum is present, but for which proper notice was not given to all Members having voting rights for whatever reason, the decisions made at that meeting will be valid if, either before or after the meeting, each Member entitled to vote who was not present at the meeting consents to the meeting by signing (i) a written waiver of notice, (ii) a consent to holding the meeting, or (iii) an approval of the minutes. The waiver of notice need not specify the purpose or general nature of business to be transacted at such meeting unless action is taken or proposed to be taken on matters specified in Section 4(b) of this Article V, in which case, the waiver of notice must state the general nature of the matter. All such waivers, consents or approvals shall be filed with the Corporation records or be made part of the minutes of the meeting.
(b) Effect of Attendance at Meeting. Attendance by a Member at a meeting shall also constitute a waiver of notice of that meeting, except when the Member attends the meeting for the sole purpose of objecting at the beginning of the meeting to the transaction of any business due to the inadequacy or i)legality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting which are required to be described therein pursuant to Section 4(b) of this Article V, if that objection is expressly made at the meeting.
- Record Dates for Member Notice. Voting and Giving Consents.
(a) Record Dates, Generally. For the purpose of determining which Members are entitled to receive notice of any meeting, vote, act by written ballot without a meeting or exercise any rights in respect to any other lawful action, the Board of Directors may fix, in advance, a “record date” and only Members of record on the date so fixed are entitled to notice, to vote, or to take action by written ballot or otherwise, as the case may be, notwithstanding any transfer of any membership on the books of the Corporation after the record date, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Nonprofit Mutual Benefit Corporation Law. The record dates established by the Board pursuant to this section shall:
(i) In the case of determining those Members entitled to notice of a meeting, not be more than sixty (60) nor less than twenty (20) days before the date of the meeting;
(ii) In the case of determining those Members entitled to vote at a meeting, not be more than sixty (60) days before the date of the meeting;
(iii) In the case of determining Members entitled to cast written ballots, not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and
(iv) In the case of determining Members entitled to exercise any rights in respect to other lawful action, not be more than sixty (60) days prior to the date of such other action.
(b) Failure of Board to Fix a Record Date.
(i) Record Date for Notice of Meetings. Unless fixed by the Board, the record date for determining those Members entitled to receive notice of a meeting of Members, shall be the business day preceding the day on which notice is given, or, if notice is waived, the business day preceding the day on which the meeting is held.
(ii) Record Date for Voting. Unless fixed by the Board, the record date for determining those Members entitled to vote at a meeting of Members shall be the day of the meeting, or in the case of an adjourned meeting, the day of the adjourned meeting.
(iii) Record Date for Action bv Written Ballot Without Meeting. Unless fixed by the Board, the record date for determining those Members entitled to vote by written ballot on proposed Corporation actions without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
(iv) Record Date for Other Lawful Action. Unless fixed by the Board, the record date for determining those Members entitled to exercise any rights in respect to any other lawful action shall be the close of business on the day on which the Board adopts the resolution relating to such action, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
(c) “Record Date” Means as of Close of Business. For purposes of this Section 8, a person holding a membership as of the close of business on the record date shall be deemed the Member of record.
- Proceedings at Members’ Meetings. Proceedings at any meeting shall be governed by Robert’s Rules of Order as interpreted, if necessary, by the President. Unless otherwise permitted by a majority affirmative vote, discussion from the floor upon any proposition shall be limited as follows: The proponent may have, not to exceed, five (5) minutes to open and, not exceed, five (5) minutes to close the argument. Any other speaker may have, not to exceed, five (5) minutes, and no speaker, other than the proponent, shall speak more than once, and the proponent shall not speak more than twice.