Chapter 5. Members

500. Qualifications of membership

Membership in the corporation shall be open to any person interested in its objectives and who applies for membership and is approved by the Board of Directors.

501. Transfer of memberships

A membership in the corporation is personal to the member and is not transferable, either voluntarily or by operation of law.

502. Written ballot of members

Whenever the members are to vote for Directors or officers or any proposal for action which could be taken at any regular or special meeting of members, the members may, at the discretion of the Board of Directors, vote by written ballot without a meeting pursuant to this section of the bylaws.

A written ballot shall be mailed to every member entitled to vote on the matter pursuant to paragraph (b) of section 505 of the bylaws.

The written ballot shall set forth the date by which the ballot must be postmarked in order to be counted and the minimum number of written ballots that must be returned to meet the quorum requirement.

If the vote is for other than Directors or officers, the written ballot shall set forth:

The proposal to be voted on, and for this purpose related proposals may be grouped as a single proposal for the written ballot.

Offer the member a choice between approval and disapproval on each such proposal.

Specify that the proposal must be approved by a majority of the written ballots voting on the proposal, provided that sufficient written ballots are returned to meet the quorum requirement.

(e) Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

503. Annual meeting of members

An annual of meeting of members shall be held each year. The exact date and time of such annual meeting shall be fixed by resolution of the Board of Directors. The annual meeting shall be held at the principal place of the corporation unless the Board of Directors by resolution prescribes a different place.

Any proper business may be transacted at the annual meeting of members.

504. Special meeting of members

Special meetings of the members may be called by the Board of Directors, the President, or the Chairman of the Board.

505. Notice of meeting of members
Written notice of all annual and special meetings of members shall be given not less than 10 nor more than 90 days before the date of the meeting to each member entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, (2) or in the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the members.

Notice of a members' meeting or any written ballot or report shall be given either personally, by first-class mail or electronic means, addressed to the member at the address (physical or electronic) of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of the notice; or if no address appears or is given, at the place where the principal office of the corporation is located. The notice, written ballot, or report shall be deemed to have been given at the time when delivered personally, deposited in the mail or sent electronically. An affidavit of mailing of any notice, written ballot or report in accordance with the provisions of this bylaw, executed by the Secretary or an assistant secretary, shall be prime evidence of the giving of the notice, written ballot or report.

In any notice, written ballot or report addressed to the member at the address (physical or electronic) of such member appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate the United States Postal Service is unable to deliver the notice, written ballot or report to the member at such address, or the Internet server cannot deliver it electronically, all future notices, written ballots or reports shall be deemed to have been duly given without further mailing if the same shall be available for the member upon written demand of the member at the principal office of the corporation for a period of one year from the date of the giving of the notice, written ballot or report to all other members.

(c) Except as otherwise prescribed by the Board of Directors in particular instances and except as otherwise provided by applicable law, the Secretary shall prepare and give, or cause to be prepared and given, the notice of meetings of members and the written ballots of members.

506. Record date

The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. Such record date shall not be more than 60 nor less than 10 days before the date of the meeting. If no record date is fixed, members at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of members. A determination of members entitled to notice of a meeting of members shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.

The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to vote at a meeting of members. Such record date shall not be more than 60 days before the date of the meeting. Such record date shall also apply in the case of an adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members or, in the case of an adjourned meeting, members on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members.

The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to cast written ballots. Such record date shall not be more than 60 days before the day on which the first written ballot is mailed or solicited. If no record date is fixed, members on the day the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots.

The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If no record date is fixed, members at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such action, whichever is later, are entitled to exercise such rights.

507. Multiple person membership

If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, persons entitled to vote under a voting agreement, or otherwise, or if two or more persons (including proxy-holders) have the same fiduciary relationship respecting the same membership, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

If only one votes, such action binds all;

If more than one votes, the act of the majority so voting binds all.

508. Member's proxies

Every person entitled to vote a membership may authorize, via the Proxy Form, another person or persons to act by proxy with respect to such membership. Any proxy purported to be executed in accordance with this bylaw shall be presumptively valid.

No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution. Every proxy continues in full force and effect until revoked by the person or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the Proxy Form presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.
A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by the corporation.

The proxy of a member may not be irrevocable.

Any proxy covering the following matters requiring a vote of the members is not valid as to such matters unless the proxy sets forth the general nature of the matter to be voted on: removal of Directors; election of a Director or officer to fill a vacancy or amendment of bylaws with respect thereto; approval of contract between the corporation and a Director; amendment of bylaws to alter proxy rights; amendment of articles of incorporation; sale or lease of all or substantially all of the assets of the corporation; merger; dissolution; or approval of a plan of distribution upon dissolution.

509. Quorum for meeting of members

Thirty-three and one-third (33-1/3%) percent of the total number of members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members.

Except where a greater vote is required by the articles of incorporation or bylaws or by applicable law and except for the election of Directors or officers, if a quorum is present, the affirmative vote of a majority of the members represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members.

The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of the majority of the members present, but no other business may be transacted, except as provided in paragraph (c).

510. Adjourned meeting of members

When a members' meeting is adjourned to another time or place, except as otherwise provided by this bylaw, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at such meeting.

511. Voting for directors and officers

In any election of Directors, the candidates receiving the highest number of votes are elected. In any election of officers, the candidate receiving the highest number of votes is elected.

512. Voting by ballot

Elections for Directors and officers at meetings need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins.

513. Inspectors of election

In advance of any meeting of members, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of members may, and on the request of any member or member's proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more members or proxies, the majority of members represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, received votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all members.

The inspectors of the election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

514. Inspection rights of members

The accounting books and records and minutes of proceedings of the members and the Board of Directors and committees of the Board of Directors shall be open to inspection upon written demand on the corporation of any member at a reasonable time at the principal executive office, for a purpose reasonably related to such person's interests as a member.

Inspection pursuant to this section of the bylaws by a member may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.
If any record subject to inspection pursuant to this section of the bylaws is not maintained in written form, the corporation shall at its expense make such record available in written form.

A member has the right to inspect and copy the lists of names and addresses of members.

515. Resignation of member

A member may resign from membership at any time.

Resignation shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract or otherwise, and shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.

516. Expulsion and suspension

A member may be expelled from membership, or a membership may be suspended, for nonpayment of the member's financial obligations to the corporation or for conduct as a member that is seriously detrimental to the best interests of the corporation or the other members.

Expulsion or suspension must be by action of the Board of Directors and the Board may not delegate this authority to a committee, officer, or another body.

Written notice of the proposed expulsion or suspension together with a statement of the reasons thereof and a copy of this section of the bylaws shall be sent by first-class mail to the member's last address on the records of the corporation.

Within 15 days after the mailing of this notice, the member may in writing request a hearing on the expulsion or suspension.

If a hearing is requested, the Board of Directors shall appoint a hearing committee composed of three members of the Board. The member may appear before the hearing committee which shall thereupon either confirm or reject the expulsion or suspension. The decision of the hearing is final.
If no hearing is requested, the expulsion or suspension is effective 15 days after the mailing notice. If a hearing is requested, the expulsion or suspension is effective five days after a confirmation by the hearing committee.

517. Dues

By action of the Board of Directors periodic dues may be required to be paid by the members.
Membership expires at the close of the calendar year of the corporation appropriate to the length of the single or multi-year membership and is automatically renewed upon payment of dues applicable to the new year, or any portion thereof. The automatic renewal is deemed to date from the beginning of the new year whether the dues payment is prior or subsequent to that date as long as the dues payment is not later than two (2) months after the beginning of the new year. If the dues payment is not made by that time, the membership is not subject to automatic renewal but the person must make application for a new membership. Such expiration of a membership is not an expulsion of the member within the meaning of section 516 of the bylaws.

518. Assessments

Assessments may be imposed on the members by action of the Board of Directors. A member, upon learning of the assessment, may avoid liability for it by promptly resigning from membership.