SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its
business is located in Santa Clara County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by
amendment of these Bylaws and not otherwise. The Board of Directors
may, however, change the principal office from one location to another
within the named county by noting the changed address and effective date
below, and such changes of address shall not be deemed an amendment of
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SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within the
State of California, where it is qualified to do business, as its business
may require and as the board of directors may, from time to time,
SECTION 4. BOUNDARIES
The membership area of the corporation is the area known as the Almaden
Valley, Santa Clara County, which is herein generally defined as the area
bounded by Guadalupe Creek on the northwest and north, Hicks Road on the
west, a line connecting the community of Twin Creeks and the intersection
of Bailey and McKean Rd to the south, and the ridge top of the Santa
Teresa hills extending to Coleman Road to the east.
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be:
a. To engage in any lawful act or activity for which a corporation may be
organized under such law.
b. To stimulate interest in civic affairs; provide for the circulation of
information; and make recommendations for community improvements and
c. To exercise such power as may from time to time be granted to a
nonprofit corporation by law.
SECTION 1. NUMBER
The corporation shall have 8 directors/officers and collectively they
shall be known as the Board of Directors. The number may be changed
by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a
new Bylaw, as provided in these Bylaws.
The Board of Directors shall consist of:
SECTION 2. QUALIFICATIONS
Four (4) Directors-At-Large
Only members of this corporation shall be eligible for nomination and
election to the Board of Directors. In addition, the nominees for
the Board shall have been members of the corporation for at least the last
ten (10) months prior to their nomination.
SECTION 3. POWERS
Subject to the provisions of the California Nonprofit Public Benefit
Corporation law and any limitations in the Articles of Incorporation and
Bylaws relating to action required or permitted to be taken or approved by
the members of this corporation, the activities and affairs of this
corporation shall be conducted and all corporate powers shall be exercised
by or under the direction of the Board of Directors.
SECTION 4. DUTIES OF DIRECTORS/OFFICERS
It shall be the duty of the directors/officers to:
SECTION 5. DUTIES OF THE PRESIDENT
- Perform any and all duties
imposed on them collectively or individually by law, by the Articles
of Incorporation of this corporation, or by these Bylaws;
- Appoint and remove, employ
and discharge, and, except as otherwise provided in these Bylaws,
prescribe the duties of all officers, agents and employees of the
- Supervise all officers,
agents and employees of the corporation to assure that their duties
are performed properly;
- Meet at such times and
places as required by these Bylaws;
- Register their addresses
with the Secretary of the corporation and notices of meetings mailed
or e-mailed to them at such addresses shall be valid notices
- Not engage in partisan
political activities while acting as a director or officer of this
The President shall uphold the Bylaws of the corporation, preside over all
Board of Directors and general membership meetings, be chairperson of the
Board of Directors, appoint all committee chairpersons, and perform, with
the consent of the Board of Directors, such other acts and duties normally
performed by an executive and presiding officer.
SECTION 6. DUTIES OF THE VICE PRESIDENT
In the absence of the President, or in the event of his or her inability
or refusal to act, the Vice President shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject
to all the restrictions on, the President. The Vice President shall
have other powers and perform such other duties as may be prescribed by
law, or by these Bylaws, or as may be prescribed by the Board of
SECTION 7. DUTIES OF THE SECRETARY
The Secretary shall:
SECTION 8. DUTIES OF THE TREASURER
- Certify and keep the website of the corporation the master copy
of these bylaws as amended or otherwise altered to date.
- Keep on the website of the corporation or at such other place as
the Board may determine, minutes of all meetings of the Directors,
and, if applicable, meetings of committees of Directors, and of
members, recorded therein the time and place of holding, whether
regular or special, how called, how notice thereof was given, the
names of those present or represented at the meeting, and the
- See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.
- Be custodian of the records and keep a membership book containing
the name and address of each members, and, in the case where
membership has been terminated, he or she shall record such fact in
the membership book together with the date on which such membership
- Shall exhibit at all reasonable times to any director of officer
of the corporation on request there for, the Bylaws, the membership
book, and the minutes of the proceedings of the directors of the
corporation. The Secretary may subordinate membership duties
to a membership chairperson/committee but is responsible for
receiving timely update information from the membership
- In general, perform all duties incident to the office of
Secretary and such duties as may be required by law, these Bylaws,
or which may be assigned to him or her from time to time by the
Board of Directors.
Subject to the provisions of these Bylaws related to Article 5, the
"Execution of Instruments Deposits and Funds." the Treasurer shall;
SECTION 9. DUTIES OF THE DIRECTORS-AT-LARGE
- Have charge and custody of,
and be responsible for, all funds and securities of the corporation,
and deposit all such funds in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected
by the Board of Directors.
- Receive, and give receipt
for, moneys due and payable to the corporation from any source
- Disburse, or cause to be
disbursed, the funds of the corporation as may be directed by the
Board of Directors, making proper vouchers for such disbursements.
- Keep and maintain adequate
and correct accounts of the corporation properties and business
transactions, including accounts of assets, liabilities, receipts,
disbursements, gains and losses.
- Exhibit at all reasonable
times the books of the account and financial records to any director
of the corporation on request thereof.
- Render to the President and
directors, whenever requested, an account of any or all of his or
her transactions as Treasurer and of the financial condition of the
- Prepare, or cause to be
prepared, and certify, or cause to be certified, the financial
statement to be included in any required reports.
- In general, perform all
duties incident to the office of the Treasurer and such other duties
as may be required by law, including tax returns, by these Bylaws or
which may be assigned to him or her from time to time by the Board
Directors may chair or provide Board liaison to the standing committees
defined in these Bylaws and, in general, perform such other duties as may
be required by law, these Bylaws or which may be assigned to them from
time to time by the President and/or the Board of Directors.
SECTION 10. TERMS OF OFFICE
Staggered terms of office will be utilized. Each director shall hold
office for two (2) years, unless there are more than four vacancies in a
given election. In this case, four Directors will be elected to
two-year terms, and the remainder to one-year terms. Terms of office
shall begin on May 1 and end on April 30.
SECTION 11. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees shall serve without compensation, but
may receive reimbursement of just and reasonable expenses as approved by
the Board of Directors.
SECTION 12. PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at any place within the
State of California designated by the Board. Any meeting, regular or
special, may be held by conference telephone or similar communications
equipment, so as long as all directors participating in such meeting can
hear one another.
SECTION 13. REGULAR MEETINGS
The Board of Directors shall meet once per month unless there is no
business of the Association requiring attention, in which case the monthly
meeting may be waived by mutual consent of a simple majority of the Board
SECTION 14. SPECIAL MEETINGS
Special meetings of the Board of Directors shall be held upon the call of
the President or any three (3) Directors other than the President.
SECTION 15. NOTICE OF MEETINGS
Notice any regular meeting of the Board shall be given to each Director
not less than four (4) nor more than fifteen (15) days prior to the date
fixed for such meeting. Notice shall be sent by mail or e-mail to
each Director at his or her address as shown in the records of the
corporation. The notice shall specify the time and place of the
meeting. Notice of any special meeting shall be given in the same
manner as notice for a regular meeting, except that notice shall be given
to each Director not less than seventy-two (72) hours prior to the date
fixed for the meeting. The notice shall specify the purpose of the
meeting. If the notice is mailed, it shall be deemed to be delivered
forty-eight (48) hours after deposit in the United States mail with first
class postage fully prepaid. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where
a Director attends a meeting for the express purposes of objecting to the
transaction of business because the meeting is not lawfully called or
SECTION 16. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed
or wherever held, are as valid as though the meeting had been duly held
after proper call and notice, provided a quorum, as hereinafter defined,
is present and provided that either before or after the meeting each
director not present signs a waiver of notice, a consent to holding the
meeting, or an approval of the minutes thereof. All such waivers,
consents, or approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.
SECTION 17. QUORUM FOR MEETINGS
A quorum shall consist of a simple majority of Directors, that number
being five (5).
Except as otherwise provided in these Bylaws or in the Articles of
Incorporation of this corporation, or by law, no business shall be
considered by the board at any meeting at which a quorum, as hereinafter
defined, is not present, and the only motion which the Chair shall
entertain at such meeting is a motion to adjourn. However, a
majority of the directors present at such meeting may adjourn from time to
time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be
necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted at such meeting, other than by
announcement at the meeting at which the adjournment is taken, except as
provided by these Bylaws.
The directors present at a duly called and held meeting at which a quorum
is initially present may continue to do business notwithstanding the loss
of a quorum at the meeting due to a withdrawal of directors from the
meeting, provided that any action thereafter taken must be approved by at
least a majority of the required quorum for such meeting or such greater
percentage as may be required by law, or the Articles of Incorporation or
Bylaws of this corporation.
SECTION 18. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the
Board of Directors, unless the Articles of Incorporation or Bylaws of this
corporation, or provisions of the California Nonprofit Public Benefit
Corporation Law, particularly those provisions relating to appointment of
committees (Section 5212), approval of contracts or transactions in which
a director has a material financial interest (Section 5233) and
indemnification of directors (Section 5238e), require a greater percentage
or different voting rules for approval of a matter by the board.
SECTION 19. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President
of the corporation or, in his or her absence, by the Vice President of the
corporation or, in the absence of each of these persons, by a Chairperson
chosen by a majority of the directors present at the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in his or her absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert’s Rules of Order, as such rules may
be revised from time to time, insofar as such rules are not inconsistent
with or in conflict with these Bylaws, with the Articles of Incorporation
of this corporation, or with provisions of law.
SECTION 20. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
under any provision of law may be taken without a meeting, if all members
of the board shall individually or collectively consent in writing or by
e-mail to such action. For the purposes of this Section only, "all
members of the board" shall not include any "interested director" as
defined in Section 5233 of the California Nonprofit Public Benefit
Corporation Law. Such written consent or consents shall be filed
with the minutes of the proceedings of the board. Such action by
written consent shall have the same force and effect as the unanimous vote
of the directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the
action was taken by unanimous written consent of the Board of Directors
without a meeting and that the Bylaws of this corporation authorize the
directors to so act, and such statement shall be prima facie evidence of
SECTION 21. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death,
resignation or removal of any director, and (2) whenever the number of
authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has
been declared of unsound mind by a final order of court, or convicted of a
felony, or been found by a final order or judgment of any court to have
breached any duty under Section 5230 and following of the California
Nonprofit Public Benefit Corporation Law.
Any director may resign effective upon giving written notice to the
President, the Secretary, or the Board of Directors, unless the notice
specifies a later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice
to the Attorney General.
Vacancies on the board may be filled by approval of the board or, if the
number of directors then in office is less than a quorum, by (1) the
unanimous written consent of the directors then in office, (2) the
affirmative vote of a majority of the directors then in office at a
meeting held pursuant to notice or waivers of notice complying with this
Article of these Bylaws, or (3) a sole remaining director. The
members of this corporation may elect a director at any time to fill any
vacancy not filled by the directors.
A person elected to fill a vacancy as provided by this Section shall hold
office until the next annual election of the Board of Directors or until
his or her death, resignation or removal from office.
SECTION 22. ELECTION OF DIRECTOR/OFFICERS
Directors/officers shall be elected at an annual meeting of the membership
of the corporation or any special members meeting held for that purpose.
A nominating committee of three (3) members of the corporation shall be
appointed annually by the Board of Directors. The nominating
committee shall present their slate of nominees thirty (30) days prior to
the annual membership election meeting. Written notification of the
slate of nominees shall be provided to the corporation members at least
fourteen (14) days prior to the annual membership election meeting.
SECTION 23. REMOVAL OF DIRECTORS/OFFICERS
A member of the Board of Directors may be removed with or without cause at
any duly constituted meeting by a two-thirds vote of the seated Board of
Directors or by a special recall vote motion at any general meeting at
which a two-thirds of the total membership of the corporation votes for
SECTION 24. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities,
or other obligations of the corporation.
SECTION 25. INDEMNIFICATION BY CORPORATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee
or other agent of this corporation has been successful on the merits in
defense of any civil, criminal, administrative or investigative proceeding
brought to procure a judgment against such person by reason of the fact
that he or she is, or was, an agent of the corporation, or has been
successful in defense of any claim, issue or matter, therein, such person
shall be indemnified against expenses actually and reasonably incurred by
the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment
against him or her, then indemnification against expenses, judgments,
fines, settlements and other amounts reasonably incurred in connection
with such proceedings shall be provided by this corporation but only to
the extent allowed by, and in accordance with the requirements of, Section
5238 of the California Nonprofit Public Benefit Corporation Law.
SECTION 26. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any agent of the corporation
(including a director, officer, employee or other agent of the
corporation) against any liability other than for violating provisions of
law relating to self-dealing (Section 5233 of the California Nonprofit
Public Benefit Corporation Law) asserted against or incurred by the agent
in such capacity or arising out of the agent's status as such, whether or
not the corporation would have the power to indemnify the agent against
such liability under the provisions of Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
SECTION 1. STANDING COMMITTEES
Standing Committees shall perform the following responsibilities as
directed by the Board of Directors
SECTION 2. OTHER COMMITTEES
- Membership Committee
The Membership committee shall organize and carry out a continuing
campaign to attract new members and maintain existing members.
The committee shall work with the Secretary to maintain the current
- Communications Committee
The Communications committee shall be responsible for (1) the
composing and distributing of the corporation newsletter and other
notices and act a liaison with the corporation and other community
associations or groups in the Almaden Valley.
- Planning and Zoning
The Planning and Zoning committee shall maintain a continuing survey
of activities of government bodies which affect planning and zoning
issues in the Almaden Valley (including but not limited to the San
Jose City and Santa Clara County Planning Commissions and staff, the
San Jose City Council and the Santa Clara County Board of
Supervisors). The committee will report to the Board of Directors
items of interest or recommendations which may require Board action
and act as speaker or action coordinator for the corporation.
- Transportation Committee
The Transportation committee shall maintain a continuing survey of
activities of government bodies which may affect public and private
transportation and traffic circulation within the Almaden
Valley. The committee shall keep the Board of Directors
informed of items which might require Board action and act as
speaker or action coordinator for the corporation.
- Education Committee
The Education committee shall maintain a continuing survey of
education related activities affecting the Almaden Valley and inform
the Board of Directors of their recommendations or actions required
by the Board and to act as speaker or action coordinator in these
matters. The survey shall include, but not be limited to,
reviewing agendas of school board meetings and attending school
board meetings of special interest to the Almaden Valley.
- Parks and Recreation
The Parks and Recreation committee shall maintain a continuing
survey of activities of government bodies which affect park and
recreation and the environmental quality of life in the Almaden
Valley and to inform the Board of Directors of their recommendations
or actions required by the Board and to act as speaker or action
coordinator for the corporation.
- Public Safety Committee
The Public Safety committee shall maintain a continuing survey of
activities of government bodies which affect public safety issues in
the Almaden Valley (including but not limited to the San Jose City
and Santa Clara County Police, Sheriff and Fire Departments).
The committee will report to the Board of Directors items of
interest or recommendations which may require Board action and act
as speaker or action coordinator for the corporation.
The corporation shall have such other committees as may from time to time
be designated by resolution of the President and/or the Board of
Directors. Such other committees may consist of persons who are not
also members of the Board. These additional committees shall act in
an advisory capacity only to the board and shall be clearly titled as
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and
taken in accordance with the provisions of these Bylaws concerning
meetings of the Board of Directors, with such changes in the context of
such Bylaw provisions as are necessary to substitute the committee and its
members for the Board of Directors and its members, except that the time
for regular meetings of committees may be fixed by resolution of the Board
of Directors or by the committee. The time for special meetings of
committees may also be fixed by the Board of Directors. The Board of
Directors may also adopt rules and regulations pertaining to the conduct
of meetings of committees to the extent that such rules and regulations
are not inconsistent with the provisions of these Bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may
by resolution authorize any officer or agent of the corporation to enter
into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to
render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of
Directors, or as otherwise required by law, checks, drafts, promissory
notes, orders for the payment of money, and other evidence of indebtedness
of the corporation shall be signed by the Treasurer or the President of
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the charitable or public
purposes of this corporation.
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep on its website:
a. Minutes of all meetings of directors, committees of the board and of
all meetings of members, indicating the time and place of holding such
meetings, whether regular or special, how called, the notice given, and
the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts
of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
c. A record of its members;
d. A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members of the
corporation at all reasonable times during office hours.
e. Access to parts of the website may be restricted by the Board of
SECTION 2. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind of the
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first of January and
end on the thirty-first of December in each year.
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of
public benefit nonprofit corporations, these Bylaws, or any of them, may
be altered, amended, or repealed and new Bylaws adopted as follows:
- Subject to the power of
members, if any, to change or repeal these Bylaws under Section 5150
of the Corporations Code, by approval of the Board of Directors unless
the Bylaw amendment would materially and adversely affect the rights
of members, if any, as to voting or transfer, provided, however, if
this corporation has admitted any members, then a Bylaw specifying or
changing the fixed number of directors of the corporation, the maximum
or minimum number of directors, or changing from a fixed to variable
board or vice versa, may not be adopted, amended, or repealed except
as provided in subparagraph (b) of this Section; or
- By approval of a majority of
the members of this corporation present at a meeting where a quorum is
present and proper notice, in accordance with Article 12, Section 3,
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES
Amendment of the Articles of Incorporation may be adopted by the approval
of the Board of Directors and by the approval of the members of this
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this corporation shall
not amend its Articles of Incorporation to alter any statement which
appears in the original Articles of Incorporation of the names and
addresses of the first directors of this corporation, nor the name and
address of its initial agent, except to correct an error in such statement
or to delete such statement after the corporation has filed a "Statement
by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the
California Nonprofit Corporation Law.
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
No member, director, officer, employee, or other person connected with
this corporation, or any private individual, shall receive at any time any
of the net earnings or pecuniary profit from the operations of the
corporation, provided, however, that this provision shall not prevent
payment to any such person of reasonable compensation for services
performed for the corporation in effecting any of its public or charitable
purposes, provided that such compensation is otherwise permitted by these
Bylaws and is fixed by resolution of the Board of Directors; and no
such person or persons shall be entitled to share in the distribution of,
and shall not receive, any of the corporate assets on dissolution of the
corporation. All members, if any, of the corporation shall be deemed
to have expressly consented and agreed that on such dissolution or winding
up of the affairs of the corporation, whether voluntarily or
involuntarily, the assets of the corporation, after all debts have been
satisfied, shall be distributed as required by the Articles of
Incorporation of this corporation and not otherwise.
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The corporation shall have only one class of members. A single
membership shall be held by an individual or organization members.
Members must be at least eighteen (18) years of age and reside within the
boundaries defined in Article 1, Section 4. No member shall hold
more than one membership in the corporation.
Except as expressly provided in or authorized by the Article of
Incorporation or Bylaws of this corporation, all memberships shall have
the same rights.
SECTION 2. FEES, DUES AND ASSESSMENTS
Membership is conferred upon payment of the fees, dues or assessments
which are fixed from time to time by the Board of Directors. The
period of membership shall be for yearly increments.
Voting rights are conferred to members forty-five (45) days after payment
of membership fees, dues or assessments.
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at such place or places within the State
of California as may be designated from time to time by the Board of
SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS
General meetings shall be held a minimum of three (3) times per
year, the dates, times and location of which shall be determined by a
resolution of the Board of Directors.
An annual meeting shall be held during the month of April for the purpose
of electing directors/officers of the corporation, in addition to other
business matters requiring attention.
SECTION 3. NOTICE OF MEETINGS
Notice of general meetings shall be given by e-mail or other means of
SECTION 4. SPECIAL MEETINGS OF MEMBERS
Special meetings of the members shall be called by the Board of
Directors. In addition, special meetings of the members for any
lawful purpose may be called by petition, stating the reason(s) signed by
at least twenty (20) members and submitted to the President of the
corporation. The petition shall promptly cause notice to be given to
the members that a meeting will be held, stating the date of the meeting
and specifying the nature of the business proposed to be transacted.
The meeting shall be held within forty-five (45) days after the President
receives the petition.
SECTION 5. QUORUM FOR MEMBERS MEETINGS
A quorum for the annual membership meeting shall consist of at least seven
(7) percent of the membership of the corporation as reported by the
SECTION 6. MEMBER VOTING RIGHTS
Each member is entitled to one (1) vote on each matter submitted to a vote
by the members. Voting at duly held meetings shall be by voice or
show of hands. Election of the Directors/Officers, however, shall be
by secret ballot.
Voting by proxy shall not be allowed.
Absentee voting will be permitted if authorized by the Board of
Directors. Absentee voting shall be conducted via e-mail.