01.
Bylaws
Governance
Officers are elected by the Board of Directors. Directors should get a consensus from the members of their respective state, province or territory and then vote for officers based on that consensus. Term of office for Officers is two years, or until he or she is re-elected, resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Article 1
Offices /
Section 1
Principal Office
The principal office of the corporation is located in Rapid City, Pennington County, in the State of South Dakota.
Section 2
Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may 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, nor require, an amendment of these bylaws. Section 3 | Other Offices The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
Article 2
Nonprofit Purposes /
Section 1
IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2
Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be: maintaining a web site to provide information to the public about current research, conservation, and management of bats with primary focus in the western United States, to disseminate information about the importance of bat conservation to the public, to encourage scientific research focused on bat conservation, to maintain a current directory of biologists engaged in bat research, conservation, and management in the western United States, and to host meetings providing a forum for biologists to present results of past research, conservation and management and discuss opportunities to collaborate on future projects.
Article 3
Directors /
Section 1
Number
The corporation shall have 19 directors, with no more than one voting director for each State or Province (a State or Province may elect Co-directors, but will still have only one vote), and collectively they shall be known as the Board of Directors. The number of Directors is subject to change from addition or subtraction of States or Provinces, as approved by the Board of Directors.
Section 2
Qualifications
Other qualifications for directors of this corporation shall be as follows: must be a standing member of the Western Bat Working Group.
Section 3
Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, 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
It shall be the duty of the directors to: (a) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; (b) appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation; (c) supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; (d) meet at such times and places as required by these Bylaws; (e) register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 5
Term of Office
Each director shall hold office for a period of two (2) years and until he or she is re-elected, or his or her or successor is elected and qualifies.
Section 6
Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 7
Place of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board of Directors or at such other place, or conference call, as may be designated from time to time by resolution of the Board of Directors.
Section 8
Regular Meetings
Regular meetings of the Board of Directors shall be held by conference calls at set times during the year, as scheduled by the Chairperson and Board of Directors. A Board of Directors meeting will also be held in conjunction with each semi-annual WBWG meeting.
Section 9
Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place or conference call, designated by the person or persons calling the special meeting. Minutes will be taken at all special meetings, and provided to the Board of Directors.
Section 10
Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors: (a) Regular Meetings. No notice need be given of any regular meeting of the Board of Directors. (b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission. (c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11
Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 12
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, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 13
Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, 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 Roberts’ Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
Section 14
Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, (2) when no active members are present for the State or Providence , and (3) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson of the Board, 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 Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board of Directors may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the Board of Directors may be filled by approval of a majority of the directors then in office or by a sole remaining director. When a vacancy exists due to no active members for a State or Providence , the Board of Directors may temporarily fill the vacancy with a member that is not a resident of such State or Province. A person elected to fill a vacancy on the Board of Directors shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
Section 15
Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 16
Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 17
Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, 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 liabilities 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 Articles of Incorporation, these Bylaws or provisions of law.
Article 4
Officers /
Section 1
Designation of Officers
The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and four at-large representatives. Two at-large representatives will be elected by the Board of Directors, two will be appointed by President. At least one at-large representative will be from Canada . The president will serve as Chairperson of the Board, and be the only voting member of the Officers (exempting officers who may also serve concurrently on the Board of Directors).
Section 2
Qualifications
Any member may serve as officer of this corporation.
Section 3
Election and Term of Office
Officers shall be elected by the Board of Directors, as per the established voting procedure, and each officer shall hold office for a term of 2 years, or until he or she is re-elected, resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. A nomination committee will be formed, and present a ballot of nominees to the Board of Directors for approval. The approved ballot will be provided to the membership of each State/Province for voting. Each Director will cast a vote representing the selection of their State / Province membership on each officer’s position on the ballot at a meeting of the Board of Directors by the end of the calendar year.
Section 4
Removal and Resignation
Any officer may be removed, either with or without cause, by a majority vote of the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this SECTION shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5
Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors, as per voting by normal voting process and special election. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board of Directors may or may not be filled as the Board shall determine.
Section 6
Duties of President
The President shall be the chief executive officer of the corporation and Chairperson of the board, and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 7
Duties of 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, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 8
Duties of Secretary
The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording 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 proceedings thereof. 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 of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. Keep at the principal office of the corporation, or at such other place as determined by the Board of Directors, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 9
Duties of Treasurer
The Treasurer shall: 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, monies due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Provide an annual report to the Board of Directors on the financial status of the corporation. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore. 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 corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 10
Compensation
The salaries or other compensation of the officers or Board Members, if any, shall be determined by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
Article 5
Committees /
Section 1
Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Officers or Board of Directors. These committees may consist of persons who are not also members of the Board of Directors and shall act in an advisory capacity to the or the Officers.
Section 2
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 and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. 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.
Article 6
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 and countersigned by the President of the corporation.
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 nonprofit purposes of this corporation.
Article 7
Corporate Records, Reports and Seal /
Section 1
Maintenance of Corporate Records
The corporation shall keep at its principal office: (a) minutes of all meetings of directors, committees of the Board of Directors and, if this corporation has members, 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, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; (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, if any, of the corporation at all reasonable times during office hours.
Section 2
Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3
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 and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 4
Members’ Inspection Rights
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member: (a) to inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested. (b) to obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled. (c) to inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board of Directors or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member. Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 5
Right to Copy and Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6
Periodic Report
The Board of Directors shall cause any annual or periodic report required under law to be prepared by the officers and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
Article 8
IRC 501(c)(3) Tax Exemption Provisions
Section 1
Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by SECTION 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted by (a) a corporation exempt from federal income tax under SECTION 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under SECTION 170(c)(2) of the Internal Revenue Code.
Section 2
Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3
Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of SECTION 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4
Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in SECTION 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under SECTION 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in SECTION 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in SECTION 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under SECTION 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in SECTION 4945(d) of the Internal Revenue Code.
Article 9
Amendment of Bylaws /
Section 1
Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
Article 10
Construction and Terms /
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these Bylaws to a SECTION or SECTIONs of the Internal Revenue Code shall be to such SECTIONS of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
Article 11
Members /
Section 1
Determination and Rights of Members
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.
Section 2
Qualifications of Members
The qualifications for membership in this corporation are as follows: any person with current paid membership is qualified to be a member of this corporation.
Section 3
Admission of Members
Applicants shall be admitted to membership upon satisfactory completion of a membership application form.
Section 4
Fees and Dues
(a) No fee shall be charged for making application for membership in the corporation: (b) The annual dues are payable to the corporation by members. The Board of Directors shall determine the annual membership fee.
Section 5
Number of Members
There is no limit on the number of members the corporation may admit.
Section 6
Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office, and is the responsibility of the Secretary.
Section 7
Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 8
Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Section 9
Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (2) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency. (3) After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period. All rights of a member in the corporation shall cease on termination of membership as herein provided.
Article 12
Meetings of Members /
Section 1
Place of Meetings
Meetings of members shall be held at the principal office of the corporation or at the location of the semi-annual Western Bat Working Group Conference, or such other place or places as may be designated from time to time by resolution of the Board of Directors.
Section 2
Regular Meetings
A meeting of members shall be held during the biennial Western Bat Working Group Conference for transacting the business meeting and other business as may come before the Board of Directors.
Section 3
Special Meetings of Members
Special meetings of the members shall be called by the Board of Directors, or the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.
Section 4
Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than one hundred and twenty (120) days before the date of the meeting, either personally or by mail (including e-mail), by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, by facsimile machine, or e-mail, provided however, in the case of facsimile or e-mail notification, the member to be contacted shall acknowledge personal receipt of the facsimile, or e-mail notice by a return message or telephone call within twenty-four hours of the first facsimile, or email transmission. The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board of Directors at the time notice is given. Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5
Quorum for Business Meetings
No business shall be considered by the members at any meeting at which the required quorum is not present. A quorum for conducting official business at such meetings shall consist of 20% of the voting members of the corporation. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 6
Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members.
Section 7
Conduct of Meetings
Meetings of members 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 all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, 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 Roberts’ 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 the Articles of Incorporation, these Bylaws, or with provisions of law.
02.
Adoption of Bylaws
Governance
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 7 preceding pages, as the Bylaws of this corporation.
President and Board of Directors signatures from all states and provinces represented.