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Meetings

  1. MEETINGS: Regular meetings of the Board of Directors shall be held quarterly within the United States. Special meetings of the Board of Directors may be called by the President, the Secretary, or by any two Directors with a 24 hour notice. Notices of meetings shall specify the place, day, hour, and purpose of the meeting. 
  2. PLACE OF MEETINGS: Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of United States as may be designated from time to time by resolution of the Board of Directors.
  3. REGULAR MEETINGS: The members shall meet annually at the time and place determined by the Board of Directors for the purpose of transacting such business as may come before the meeting. Members may also take action by written ballot pursuant to Article 13, Section 10, without holding a meeting. 
  4. SPECIAL MEETINGS: Persons Who May Call Special Meetings of Members. Special meetings of the members may be called by the Board of Directors. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.
  5. NOTICE OF MEETINGS Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting. Manner of Giving Notice. Notice of a members’ meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the 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 electronically or other means of digital communication. Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to all paired members. Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted 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 telegraph to the President or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meetings shall be fixed by the Board and shall not be less than thirty-five (35) or more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves. Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after 20 the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal. Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:  1. Removal of Directors without cause; 2. Filling of vacancies on the Board by members; 3. Amending the Articles of Incorporation; and 4. An election to voluntarily wind up and dissolve the corporation.
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