ARTICLE II:Members
Section 1. Annual Meeting. Text for this section still to come.
Section 2. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the Chairman of the Board, the President, by a Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the President, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.
Section 3. Place of Holding Meetings. All meetings of members shall be held as designated by the Board of Directors. To the extent permitted by District of Columbia law governing Non-Profit Corporations, the members may hold their annual meeting by conference telephone or other similar electronic communications equipment.
Section 4. Notice of Meetings. Written notice of each meeting of the members shall be mailed, postage prepaid by the Secretary, to each member of record entitled to vote thereat at his post office address, as it appears upon the books of the Corporation, at least ten (10) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.
Section 5. Quorum. The presence in person or by proxy of one-third (1/3) of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called. The failure of a meeting of members to constitute a quorum shall not otherwise affect the validity of any acts entered into by the Corporation, or its directors.
Section 6. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or, if none of said officers is present, by a chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, any Assistant Secretary shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
Section 7. Voting. At all meetings of members every member entitled to vote thereat shall have one (1) vote. Such vote may be either (i) in person; (ii) by proxy appointed by an instrument in writing subscribed by such members or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period; or (iii) to the maximum extent permitted by District of Columbia law governing non-profit corporations, by electronic mail or facsimile. In the case of a vote by proxy, such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the Articles of Incorporation or by these By-Laws.
If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all of the members entitled to vote on such election or matter. In either of such events, the proxies, ballots, or electronic votes shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.
Section 8. Identity of Members. The members of the Corporation shall be composed of any individual or organization that has fulfilled its membership duties, and each member shall retain its status as member so long as it pay any and all annual dues imposed by the Corporation upon its members. The Board of Directors, by majority vote, may create categories of membership, and set forth the dues and privileges for each category of membership.
