- Created: Saturday, 01 May 2010 17:01
- Last Updated: Tuesday, 20 May 2014 18:07
ARTICLE 6 Meetings of Membership
6.01. Annual Meeting.
The annual meeting of the members shall be held no earlier than the first Monday in the month of August in each year, at the hour of 7:00 o’clock, p.m., and no later than the last Monday in the month of August of each year, at the hour of 7:00 o’clock, p.m., for the purpose of electing directors in the manner provided by these Bylaws and transacting such other business as may come before the meeting. If the last Monday in the month of August shall be a federal or State of Arizona holiday, such meeting shall be held on the next succeeding Monday. If the election of the Board of Directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be practical. 6.02. Special Meetings. Special meetings of the membership may be called by the President, by a vote of not less than three (3) members of the Board of Directors, or not less than the greater of one-fourth (1/4) of the members having voting rights, or twenty-five (25) members having voting rights.
6.02. Special Meetings.
Special meetings of the membership may be called by the President, by a vote of not less than three (3) members of the Board of Directors, or not less than the greater of one-fourth (1/4) of the members having voting rights, or twenty-five (25) members having voting rights.
6.03. Place of Meeting.
The board of directors may designate any place, either within or without the state of Arizona, as the place of meeting for any annual meeting of the membership or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the known place of business of the corporation in the State of Arizona; but if all of the members shall meet at any time and place, either within or without the state of Arizona, and consent to the holding of a meeting, such meeting shall be valid without call or notice.
6.04. Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the discretion of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Any annual or special meeting of the membership may be adjourned to another time or place, and notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, and if the adjournment is for thirty days or less.
6.05. Informal Action by Members.
Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
The members holding the greater of thirty (30) of the votes, or fifteen percent (15%) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice, subject to the provisions of Section 6.04 hereof. At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member, or its duly authorized attorney-in-fact. The Secretary of the Corporation shall send a Board approved proxy with the notification for the meeting where such proxy shall be used. The proxy shall provide, among other provisions: (a) for which meeting it shall be valid, (b) an option to vote for the relevant choices available for any matters to be discussed at such meeting, or (c) an option to assign their rights to vote in such meeting to a designated individual who shall be required to possess the original signed proxy when exercising the voting rights pursuant to the proxy.
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after twenty five months from the date of its execution.