ARTICLE III - Meeting of Members


Section 1. Annual Meeting. The annual meeting of the Club shall be held each year at such time and place as may be designated by the Board, for election of directors, receiving annual reports of directors, officers and committees, and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meetings. Special meetings of the Club may be called for any purpose, at any time, by the President, by three (3) Board members, or by any five (5) or more Regular Members. The President, in calling a special meeting, shall designate the time and place of such meeting. A group of three (3) Board members, or any group of five (5) or more Regular Members, desiring to call a special meeting shall make a written request (the “Request”) to the President to call the meeting. The President or his/her designee shall give notice (the “Notice”) of the special meeting within 10 days of receiving the Request. The special meeting shall then be held no more than seven (7) days after the Notice. If the President or his designee fails to give Notice of the meeting within ten (10) days from the day on which the Request was made, the persons who requested the meeting may fix the time and place of the meeting, and give notice, in the manner provided herein.

Section 3. Notice. Notice of meetings and elections shall be given to all members entitled to vote, subject to waiver thereof, by e-mail and/or other electronic format chosen by the Board.

Section 4. Voting. Each Regular Member of the Club is entitled to one (1) vote. Voting by Regular Members shall be on various issues that the Board puts to membership to decide as well as on election of the Club’s Board of Directors. Proxies shall be permitted at all meetings. Members shall vote by voice or ballot, via mail, email or other electronic format, and the format shall be determined by the Board. In case of a tie vote on any matter, the Board shall decide the matter, by majority vote of the Board, in addition to the Board members’ original votes.

Section 5. Quorums. A quorum shall consist of twenty (20) Regular Members entitled to vote, present in person, telephonically or by proxy, or, when authorized, voting by mailed ballots, e-mail or other electronic format chosen by the Board.

Section 6. Telephone Conferencing. Any meeting may be held by conference among members by a means of communication through which the participants may simultaneously hear each other during the conference if the same notice is given of the conference as would be required for a meeting, if all members who desire to participate are permitted to do so, and if the number of persons participating is a quorum.