|
|
C.I.B.A. Regulations
CODE OF REGULATIONS
OF
COLUMBUS IMPORTERS AND BROKERS ASSOCIATION
Adopted: December 9, 2004
Index
Section Caption
Page No.
ARTICLE ONE
NAME, LOCATION AND PURPOSES
1.01
Name
1
1.02 Location
1
1.03 Purposes
1
ARTICLE TWO
MEMBERS
2.01
Classification of Members
3
2.02 Regular Members
3
2.03 Honorary Members
4
2.04 Membership Book and
Certificates of Membership
4
2.05 Designation of Member
Representative
4
2.06 Dues and Other Qualifications
for Membership
5
2.07 Application for Membership
6
2.08 Termination of Membership
6
ARTICLE THREE
MEETINGS OF MEMBERS
3.01
Annual Meetings
7
3.02 Regular Business Meetings
7
3.03 Special Meetings
8
3.04 Place of Meetings
8
3.05 Notice of Meetings
8
3.06 Waiver of Notice
9
3.07 Quorum
10
3.08 Votes Required
10
3.09 Order of Business
11
3.10 Members Entitled to Vote
11
3.11 Proxies
11
ARTICLE FOUR
TRUSTEES
4.01
Authority and Qualifications
12
4.02 Number of Trustees and
Classes of Trustees
12
4.03 Election of Trustees
12
4.04 Term Limits
13
4.05 Nominating Committee
13
4.06 Removal
14
4.07 Vacancies
14
4.08 Meetings
14
4.09 Notice of Meetings
15
4.10 Waiver of Notice
16
4.11 Quorum
16
4.12 Compensation
17
4.13 Committees of Trustees
17
4.14 By-Laws
18
ARTICLE FIVE
OFFICERS
5.01
Officers
18
5.02 Term of Office
19
5.03 Removal
19
5.04 Vacancies
19
5.05 Duties of the President
20
5.06 Duties of the Vice President
20
5.07 Duties of the Secretary
21
5.08 Duties of the Treasurer
21
5.09 Duties of the
Entertainment/Public Relations Director
and the Program Director
22
5.10 Compensation
23
ARTICLE SIX
MISCELLANEOUS
6.01
Amendments
23
6.02 Action by the Members or
Trustees Without a Meeting
23
6.03 Computation of Time for
Notice
24
6.04 Tax Year
24
CODE OF REGULATIONS
OF
COLUMBUS IMPORTERS AND BROKERS ASSOCIATION
ARTICLE ONE
NAME, LOCATION AND PURPOSES
Section 1.01. Name. The name of the
Corporation shall be "Columbus Importers and Brokers Association."
Section 1.02. Location. The principal offices of the Corporation shall be
located in the City of Columbus, County of Franklin, State of Ohio.
Section 1.03. Purposes. The Corporation is organized as a business league
within the meaning of Section 501(c)(6) of the Internal Revenue Code of
1986, as amended (or comparable provisions of any future United States
Internal Revenue law) (the "Code"), the purposes of which are:
(A) To provide a forum for the exchange of information and views between
members, and to disseminate educational information for the benefit of
members and the betterment and advancement of the importing and customhouse
brokerage industries in the City of Columbus, Ohio and surrounding areas;
(B) To encourage and promote cooperation and understanding within the
importing, customhouse brokerage, and trade and related industries through
personal contact between the members, and to advance the mutual interests of
members;
(C) To discuss, propose and work for solutions to problems peculiar or
unique to the importing, customhouse brokerage, and trade and related
industries;
(D) To work for improvement of business conditions within the importing and
customhouse industries and to advise and inform members about such changes
and other related issues affecting such industries.
In addition, the Corporation shall have the power, either directly or
indirectly, either alone or in conjunction or in cooperation with others, to
do any and all lawful acts and things and to engage in any and all lawful
activities which may be conducted by a corporation not for profit under
Chapter 1702 of the Ohio Revised Code. Notwithstanding anything herein to
the contrary, the Corporation shall not carry on any other activities not
permitted to be carried on by a corporation exempt from federal income tax
as an organization described in Code
Section 501(c)(6), and all policies and activities of the Corporation shall
be consistent with applicable federal, state, and local antitrust, trade
regulation, or other legal requirements.
[back to top]
ARTICLE TWO
MEMBERS
Section 2.01. Classification of Members.
Members of the Corporation shall be classified as regular members and
honorary members, respectively, and members of each class shall have the
relative rights and privileges set forth in this Article Two.
Section 2.02. Regular Members. Any corporation, partnership, association,
sole proprietorship, or other entity ("Business Entity") in the Columbus,
Ohio and surrounding area (A) active in the importation of merchandise, or
(B) holding a customhouse brokerage license in Customs District 41-03 and
actively engaged in such business, or (C) actively engaged in an import
trade, or related business, is eligible for membership as a regular member
of the Corporation (hereinafter "Regular Member"), upon compliance with such
requirements as the Board of Trustees of the Corporation (hereinafter
"Board") may prescribe. Each Regular Member shall be entitled to such
rights, privileges and benefits as the Board shall grant, and only Regular
Members shall have voting privileges.
Section 2.03. Honorary Members. Any individual or Business Entity who has
rendered an outstanding contribution to the Corporation as determined by the
Board, is eligible for membership as an honorary member of the Corporation
(hereinafter "Honorary Member") upon selection by the Board and upon
compliance with such requirements as the Board may prescribe. Each Honorary
Member shall be entitled to such rights, privileges and benefits as the
Board shall grant, except that Honorary members shall not have voting
privileges. Further, Honorary Members shall have no obligation to pay dues.
Section 2.04. Membership List and Certificates of Membership. The
Corporation shall keep a membership list containing the name, membership
class, and address of each member and the date of admission to membership.
Each member shall be issued a certificate evidencing membership in the
Corporation. Each certificate evidencing membership in the Corporation shall
bear the signature of the President or the Vice President, and the signature
of the Secretary. Certificates evidencing membership in the Corporation
shall be of such tenor and design as the Board may from time to time adopt
and may bear such recitals as are permitted by law.
Section 2.05. Designation of Member Representative. Each Business Entity
member shall designate one employee, partner, officer, associate, or other
representative as its member representative (hereinafter "Member
Representative") to the Corporation and inform the Corporation of the
identity of its designated Member Representative. Each designated Member
Representative shall conclusively be deemed to have authority to (A)
represent and take all actions authorized by law, the Articles, or these
Regulations to be taken by the member represented by the Member
Representative and (B) serve as the liaison for communications between such
member and the Corporation unless and until such member designates another
employee, partner, officer, associate, or other representative as its
designated Member Representative in written correspondence, fax or email to
the President of the Corporation prior to the time such Member
Representative acts as a Member Representative on behalf of such member. The
name of each Member Representative shall be placed in the membership list
underneath or beside the name of the member represented by the Member
Representative.
Section 2.06. Dues and Other Qualifications for Membership. Membership dues
and other qualifications for membership in the Corporation may be
established, from time to time, by the Board. Membership dues shall be
assessed according to a schedule adopted by the Board and shall be payable
annually within thirty (30) days of billing.
Section 2.07. Application for Membership. Application for membership in the
Corporation shall be made and delivered in such form and manner as the Board
shall prescribe. Membership in the Corporation shall become effective upon
(A) confirmation that the applicant meets the established criteria for
membership, (B) receipt and approval of the membership application by the
Board or an officer designated by the Board to perform such duty, and (C)
receipt of payment of the applicable dues, if any, for the year in which the
applicant seeks membership in the Corporation.
Section 2.08. Termination of Membership. Membership of any member in the
Corporation shall terminate upon (A) resignation of such member, (B) failure
of such member to pay annual dues within ninety (90) days of the date set
for such payment, or (C) the affirmative vote of not less than a majority of
the Trustees then in office for willful violation by such member or its
Member Representative of the Articles or these Regulations, or for other
good cause. Notwithstanding the foregoing, no member shall be terminated
pursuant to clause (C) above unless and until such member has been given
written notice informing the member of (A) the grounds for termination of
membership, (B) the right to appear, in person, by designated representative
or by counsel, at such meeting to present the member's position, (C) the
right to submit a written statement of the member's position, and (D) the
time and place of the meeting at which the Board shall vote on the proposed
termination. Upon termination of the membership of any member, all rights,
interests and privileges of the member in the Corporation and its property
shall cease. Any amount or charge due and owing to the Corporation from any
member is not discharged by reason of the termination of the membership of
such member.
[back to top]
ARTICLE THREE
MEETINGS OF MEMBERS
Section 3.01. Annual Meetings. The annual
meeting of the members of the Corporation for the election of Trustees, for
the consideration of reports to be laid before such meeting, and for the
transaction of such other business as may properly come before such meeting,
shall be held on the second Wednesday of October at 3:00 p.m., or on such
other date and at such other time as may be fixed from time to time by the
Board.
Section 3.02. Regular Business Meetings. Regular business meetings of the
members of the Corporation for the consideration of reports to be laid
before such meetings, and for the transaction of such other business as may
properly come before such meetings shall be held on the second Wednesday of
the months of January, April, July, and October at 3:00 p.m., or on such
other dates and at such other times as may be fixed from time to time by the
Board.
Section 3.03. Special Meetings. Other meetings of the members (hereinafter
sometimes referred to as "Special Meetings") may be called only by or at the
direction of the President, either on his or her own initiative or pursuant
to written request made to the President by any two other officers or
Trustees, or by the affirmative action of not less than ten percent (10%) of
the Regular Members.
Section 3.04. Place of Meetings. Meetings of the members shall be held at
such place or places within or without the State of Ohio as the President
may designate.
Section 3.05. Notice of Meetings. (A) Notice in writing stating the time and
place of any meeting of the members and, in the case of a Special Meeting or
if required by law, the Articles, or these Regulations, the purpose or
purposes for which the meeting is called, shall be given to each Regular
Member not less than four (4) days before the date of the meeting. Such
notice shall be sent via personal delivery, fax, email or mail to the Member
Representative of each Regular Member. Notice of any meeting also may be
given to Honorary Members of the Corporation, and to other persons as may be
designated by the Board; provided, however, that Honorary Members and such
other persons shall not be deemed to be entitled to such notice. Notice of
adjournment of a meeting need not be given if the time and place to which it
is adjourned are fixed and announced at such meeting.
(B) Following receipt by the President of a request in writing, specifying
the purpose or purposes for which the persons properly making such request
have called a Special Meeting, the President shall cause to be given to the
Regular Members notice of such Special Meeting, which Special Meeting shall
be held on a date not less than ten (10) days nor more than thirty (30) days
after the receipt of such request, as the President may fix. If such notice
is not given within thirty (30) days after receipt of such request by the
President, then, and only then, the persons properly calling the Special
Meeting may fix the time and place of the Special Meeting and give notice
thereof in accordance with the provisions of these Regulations.
Section 3.06. Waiver of Notice. Notice of the time, place, and purpose of
any meeting of the members may be waived in writing, either before or after
the holding of such meeting, by any Regular Member, which writing shall be
filed with or entered upon the records of such meeting. The attendance of
any Regular Member in person or by proxy, at any such meeting without
protesting, prior to or at the commencement of the meeting, the lack of
proper notice, shall be deemed to be a waiver by such Regular Member of
notice of such meeting. Notwithstanding anything herein to the contrary,
only Regular Members may protest the lack of proper notice of any meeting.
Section 3.07. Quorum. At any meeting of the members, four or more Regular
Members present, in person or by proxy, shall constitute a quorum for such
meeting, and no action required by law, the Articles, or these Regulations
to be authorized or taken by a specified proportion or number of Regular
Members may be authorized or taken by a lesser proportion or number. A
majority of the Regular Members present at a meeting, whether or not a
quorum is present, or the President, or the officer of the Corporation
acting as chairman of the meeting, may adjourn such meeting from time to
time, and, if a quorum is present at such adjourned meeting, any business
may be transacted as if the meeting had been held as originally called.
Section 3.08. Votes Required. At all elections of Trustees, each Regular
Member shall have one (1) vote for each Trustee to be elected; however, no
Regular Member shall have the right to cumulate its votes for the election
of any Trustee. The affirmative vote of a majority of the Regular Members,
present in person or by proxy, at a meeting at which a quorum of Regular
Members is present shall be necessary for the authorization or taking of any
action voted upon by the Regular Members unless a different proportion or
number of Regular Members is required by law, the Articles, or these
Regulations.
Section 3.09. Order of Business. The order of business at any meeting of the
members shall be determined by the officer of the Corporation acting as
chairman of such meeting unless otherwise determined by a majority vote of
the Regular Members, present in person or by proxy, entitled to vote at such
meeting.
Section 3.10. Members Entitled to Vote. Each Regular Member of record on the
membership book of the Corporation on the date notice of any meeting is
given shall be entitled at such meeting to one vote, on each matter
properly submitted to the Regular Members for their vote, consent, waiver,
release, or other action. Each Regular Member shall vote only through its
Member Representative.
Section 3.11. Proxies. At meetings of the members, any Regular Member of
record entitled to vote thereat may be represented and may vote by a proxy
or proxies appointed by an instrument in writing signed by the Member
Representative of the Regular Member.
[back to top]
ARTICLE FOUR
TRUSTEES
Section 4.01. Authority and
Qualifications. Except where the law, the Articles, or these Regulations
otherwise provide, all authority of the Corporation shall be vested in and
exercised by the Board. Only employees of Regular Members may serve as
Trustees; provided, however, that, with respect to each Regular Member, no
more than two employees of that Regular Member may serve as Trustees
concurrently.
Section 4.02. Composition. The Board shall consist of six (6) Trustees. All
of the Trustees shall have voting rights.
Section 4.03. Election of Trustees. The Trustees shall be elected by the
Regular Members from any combination of (a) nominations submitted to the
President in writing by the Nominating Committee (defined below) for that
election and/or (b) nominations submitted to the President or Secretary in
writing, or made from the floor at the pertinent annual meeting of the
members, by any one or more Regular Members. The Trustees shall consist of
two (2) classes designated as Class A and B, respectively. Class A shall
consist of three (3) Trustees (collectively, the “Class A Trustees”). Class
B shall consist of three (3) Trustees (collectively, the “Class B
Trustees”). Trustees who are members of Classes A and B shall be elected for
two (2) year terms. The two (2) year terms of the Class A Trustees shall
commence on January 1 of odd-numbered years and continue through December 31
of the immediately following even-numbered years. The two (2) year terms of
the Class B Trustees shall commence on January 1 of even-numbered years and
continue through December 31 of the immediately following odd-numbered
years. At each annual meeting of the members, the Regular Members shall
elect so many Trustees as are necessary to fill the positions of the
Trustees in the Class whose terms are expiring at the end of that year. The
election of Trustees may be by secret ballot of the Regular Members present,
in person or by proxy. Each Regular Member shall have one vote for each
Trustee position to be filled, and the nominees receiving the highest number
of votes shall be elected.
Section 4.04. Term Limits. No person shall serve as Trustee for a period
longer than two (2) successive terms of two (2) years. For purposes of this
section 4.04, terms shall be considered successive unless separated by a
period of two (2) or more years.
Section 4.05. Nominating Committee. At any Board meeting held at least two
(2) weeks prior to the annual meeting of the members, the President shall
appoint from the Board a committee of Trustees to nominate candidates for
the Trustee positions to be filled at such annual meeting (each, a
“Nominating Committee”). Prior to the pertinent annual meeting, the
Nominating Committee shall submit its nominations to the President in
writing.
Section 4.06. Removal. A Trustee may be removed from office, with or without
assigning any cause, only by the vote of a majority of the Regular Members
present, in person or by proxy, at a meeting of the members called for such
purpose. In case of any such removal, a new Trustee may be elected at the
same meeting for the unexpired term of each Trustee removed.
Section 4.07. Vacancies. The President may appoint, with the advice and
consent of a majority of the remaining Trustees, though less than a majority
of the whole authorized number of Trustees, an employee of a Regular Member
to fill any vacancy in the Board which may exist from time to time for the
unexpired term of the Trustee whose vacancy is being filled.
Within the meaning of this section, a vacancy exists on the Board if a
Trustee becomes disqualified, resigns, or dies, or if the Regular Members
remove a Trustee or Trustees but fail at the meeting at which such removal
occurs, or an adjournment thereof, to elect the replacement Trustee or
Trustees, or in case the Regular Members fail at any time to elect the whole
authorized number of Trustees.
Section 4.08. Meetings. The President shall call regular quarterly meetings
of the Board. The Board may hold such other meetings as may, from time to
time, be called, provided that such other meetings of the Board may be
called only by the President or any two other Trustees. All meetings of the
Board shall be held at the principal office of the Corporation in Columbus,
Ohio, or at such other place within or without the State of Ohio, and at
such time, as the Board may from time to time determine or, if not
determined, as the person or persons properly calling the meetings may
determine. Any meeting of the Board may be held through any communications
equipment if all persons participating can hear each other, and
participation in a meeting pursuant to this provision shall constitute
presence at such meeting.
Section 4.09. Notice of Meetings. Notice of the time and place of each
meeting of the Board for which such notice is required by law, the Articles,
these Regulations, or the By-Laws (as defined in Section 4.14) shall be
given to each of the Trustees by a least one of the following methods:
(A) By a writing mailed not less than four days before such meeting and
addressed to the residence or usual place of business of a Trustee, as such
address appears on the records of the Corporation; or
(B) By email or facsimile sent or delivered to the residence or usual place
of business of a Trustee as the same appears on the records of the
Corporation, not later than the day before the date on which such meeting is
to be held; or
(C) Personally or by telephone not later than the day before the date on
which such meeting is to be held.
Notice given to a Trustee by any one of the methods specified in these
Regulations shall be sufficient, and the method of giving notice to all
Trustees need not be uniform. Notice of any meeting of the Board may be
given only by or at the direction of the President or by or at the
direction of the Trustees calling the meeting. Any such notice need not
specify the purpose or purposes of the meeting. Notice of adjournment of a
meeting of the Board need not be given if the time and place to which it is
adjourned are fixed and announced at such meeting.
Section 4.10. Waiver of Notice. Notice of the time, place and purpose of any
meeting of the Board may be waived in writing, either before or after the
holding of such meeting, by any Trustee, which writing shall be filed with
or entered upon the records of the meeting. The attendance of any Trustee at
any meeting of the Board without protesting, prior to or at the commencement
of the meeting, the lack of proper notice, shall be deemed to be a waiver by
him or her of notice of such meeting.
Section 4.11. Quorum. Fifty percent (50%) of the whole authorized number of
Trustees shall be necessary to constitute a quorum for a meeting of the
Board, except that a majority of the Trustees in office shall constitute a
quorum for filling a vacancy in the Board. The act of a majority of the
Board present at a meeting at which a quorum is present is the act of the
Board, except as otherwise provided by law, the Articles, these Regulations,
or the By-Laws.
Section 4.12. Compensation. The Trustees shall serve without compensation,
but they may be compensated for all reasonable out-of-pocket expenses if
such expenses are approved by the Board. Further, a Trustee may receive
compensation for services rendered to the Corporation in any capacity
other than as a Trustee if approved by the Board.
Section 4.13. Committees of Trustees. The Board may create one or more
committees of the Trustees, to consist of not less than three Trustees, and
may delegate to such committees any of the authority of the Board, however
conferred, other than that of filling vacancies among the Trustees or in
the committees of the Trustees.
The Board may appoint one or more Trustees as alternate member(s) of any
such committee, which Trustee(s) may take the place of any absent member or
members at any meeting of such committee.
Such committees shall serve at the pleasure of the Board and shall act only
in the intervals between meetings of the Board. Each of such committees may
act by a majority of its members at a meeting or by a writing or writings
signed by all of its members. Meetings of such committees may be held
through any communications equipment if all persons participating can hear
each other.
Any act or authorization of an act by such committee within the authority
delegated to it shall be effective for all purposes as the act or
authorization of the Board. Notice of the time and place of each meeting of
any such committee shall be given to each of its members by at least one of
the methods specified in Section 4.09 hereof. A meeting of any such
committee may be called only by or at the direction of the President or by
or at the direction of a member of such committee.
Section 4.14. By-Laws. The Board may adopt, and amend from time to time,
By-Laws for their own governance, which By-Laws shall not be inconsistent
with the law, the Articles, or these Regulations.
[back to top]
ARTICLE FIVE
OFFICERS
Section 5.01. Officers. The officers of
the Corporation shall be elected by the Trustees. Only Trustees may serve as
officers. The officers shall be the President, the Vice President, the
Secretary, the Treasurer, the Entertainment/Public Relations Director, and
the Program Director.
Section 5.02. Term of Office. Officers shall be elected for two (2) year
terms. The two (2) year terms of the President, the Secretary, and the
Program Director shall commence on January 1 of odd-numbered years and
continue through December 31 of the immediately following even-numbered
years. The two (2) year terms of the Vice President, the Treasurer, and the
Public Relations/Entertainment Director shall commence on January 1 of
even-numbered years and continue through December 31 of the immediately
following odd-numbered years. At the last regular quarterly Board meeting of
each year, the Trustees shall elect persons to fill the positions of the
officers whose terms are expiring at the end of that year.
Section 5.03. Removal. Any officer of the Corporation may be removed, with
or without assigning any cause, only by the vote of a majority of the
Trustees present, in person or by proxy, at a meeting of the Board called
for such purpose.
Section 5.04. Vacancies. The majority of the Board, though less than a
majority of the whole authorized number of Trustees, may elect any Trustee
to fill any vacancy among the officers for the unexpired term of such
officer(s). Within the meaning of this section, a vacancy exists if an
officer becomes disqualified, resigns, dies or is removed.
Section 5.05. Duties of the President. The President shall be the chief
executive officer of the corporation; shall exercise supervision over the
business of the Corporation; shall preside over all meetings of the members
and the Board; shall have the power and authority to sign all certificates
evidencing membership in the Corporation and all deeds, mortgages, bonds,
contracts, notes, and other instruments requiring the signature of the
President of the Corporation; and shall have such additional powers and
perform such other and further duties as the law, the Articles and these
Regulations require or as may from time to time be assigned to him or her by
the Board.
Section 5.06. 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 the duties of the President and, when so acting,
shall have all the powers of and be subject to all restrictions upon the
President. In addition, the Vice President shall exercise supervision over
membership qualifications, dues, applications, recruiting, enrollment, and
all other types and aspects of membership relations. The Vice President
shall perform such other and further duties as the law, the Articles and
these Regulations require or as may from time to time be assigned to him or
her by the Board.
Section 5.07. Duties of the Secretary. The Secretary shall attend and keep
minutes of all the proceedings of the members and the Board and make a
proper record of the same, which shall be attested by him or her; shall sign
all certificates evidencing membership in the Corporation, and all deeds,
mortgages, bonds, contracts, notes, and other instruments requiring his or
her signature on behalf of the Corporation; shall keep a correct list of all
the members with their last known addresses, and the names of their Member
Representatives in the membership list; shall keep such books as may be
required by the Board; shall give notice of and attend all meetings of the
members and the Board; shall notify the Trustees, officers and members of
election results; and shall perform such other and further duties as the
law, the Articles and these Regulations require or as may from time to time
be assigned to him or her by the Board. In the absence or disability of the
Secretary, one or more other Trustees may perform such duties of the
Secretary as the Secretary, the President, or the Board may designate.
Section 5.08. Duties of the Treasurer. The Treasurer shall be the chief
financial and accounting officer of the Corporation; shall receive and
safely keep in charge all money, bills, notes, choses in action, securities,
deeds, leases, mortgages, and similar property belonging to the Corporation,
and shall do with or disburse the same as directed by the President or the
Board; shall keep an accurate account of the finances and business of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses, together with such other accounts as may be
required and hold the same open for inspection and examination by the
Trustees; shall give bond in such sum with such security as the Board may
require for the faithful performance of his or her duties; shall see to the
filing of all required tax returns and other tax documents of the
corporation; shall, upon the expiration of his or her term of office,
deliver all money and other property of the Corporation in his or her
possession or custody to his or her successor or the President; and shall
perform such other and further duties as the law, the Articles and these
Regulations require or as may from time to time be assigned to him or her by
the Board.
Section 5.09. Duties of the Entertainment/Public Relations Director and the
Program Director. The Entertainment/Public Relations Director and the
Program Director shall have such duties as may from time to time to be
assigned to them by the Board or the President.
Section 5.10. Compensation. The officers shall serve without compensation,
but they may be compensated for all reasonable out-of-pocket expenses if
such expenses are approved by the Board. Further, an officer may receive
compensation for services rendered to the Corporation in any capacity other
than as an officer if approved by the Board.
[back to top]
ARTICLE SIX
MISCELLANEOUS
Section 6.01. Amendments. These
Regulations may be amended, or new regulations may be adopted, only by the
affirmative vote of both (a) a majority of the Trustees present at a meeting
of the Board called for such purpose and at which a quorum is present and
(b) a majority of the Regular Members present, in person or by proxy, at a
meeting of the members called for such purpose and at which a quorum is
present. Any proposed amendments or changes to these Regulations shall be
mailed or emailed to each member at least thirty (30) days prior to the
member meeting at which such amendments or changes will be voted on.
Section 6.02. Action by the Members or Trustees Without a Meeting. Anything
contained in these Regulations to the contrary notwithstanding, any action
which may be authorized or taken at a meeting of the members or of the Board
or of a committee of the Trustees, as the case may be, may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all the Regular Members, all of the Trustees
or all of the members of such committee of the Trustees as the case may be,
who would be entitled to notice of a meeting for such purpose or, in the
case of Regular Members, such other proportion or number of Regular Members,
not less than a majority, as the Articles or these Regulations permit. Any
such writing shall be filed with or entered upon the records of the
Corporation.
Section 6.03. Computation of Time for Notice. In computing the period of
time for the giving of a notice required or permitted under the Articles,
Regulations, the By-Laws, or a resolution of the members or Board, the day
on which the notice is given shall be excluded, and the day when the act for
which notice is given is to be done shall be included, unless the instrument
calling for the notice otherwise provides. If notice is permitted to be
given by mail, the notice shall be deemed to have been given when deposited
in the mail.
Section 6.04. Tax Year. The Corporation shall operate on the calendar year.
[back to top]
|
