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Bylaws – Article II – Meetings

ARTICLE II

(CVMA Bylaws – Current to January 2022)
(Proposed/to be adopted in April 2022)

Section 1. Board of Governors Meetings

A.    Special Membership meetings may be called by the Board of Governors or the Association President or by five percent (5%) or more of the members of the Association by written request (except when called by the Board) delivered in person, by mail, or by electronic transmission, addressed to the Association’s Executive Director.

 

B.    A written request for a special membership meeting shall specify the time desired for the meeting, not less than thirty-five (35) nor more than ninety (90) days after the receipt of the request, and shall also state the general nature of the business proposed to be transacted at the meeting.

 

C.    Within twenty (20) days after receipt of the request for a special membership meeting, the Board of Governors shall cause notice to be given as described in Section 2.D., below.

 

D.   All notices of membership meetings shall be delivered or mailed not less than ten (10) nor more than ninety (90) days before the date of the meeting notice, and shall specify the place, date and time of the meeting.

 

  1. In the case of a special meeting, the general nature of the business to be transacted shall be stated.
  2. In the case of the regular meeting, those matters, if any, that the Board of Governors, at the time of giving the notice intends to present for action by the members shall be stated.
  3. Notice shall be given by delivery in person, by mail, or by electronic transmission addressed to the member at the address of the member appearing on the books of the Association or otherwise given by the member to the Association for the purpose of notice.  If there is no such address, notice shall be addressed to the member at the principal office of the Association or by publication in an Official Publication of the Association.
  4. An affidavit of giving of any notice of any membership meeting may be executed by the Secretary of the Association, but such affidavit shall not be a prerequisite to the holding of said meeting.

 

D.    A quorum at such membership meeting shall be fifteen percent (15%) of the voting members.

 

E.    If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting entitled to vote shall be the act of the members, unless the vote of a greater number is required by law.

 

F.    If a quorum is not present, any meeting may be adjourned by the vote of the majority of the votes represented at the meeting, but no other business may be transacted.

 

G.      If the subsequent time and place of an adjourned meeting are not announced at the meeting at which the adjournment is taken, or if the adjournment is for more than forty-five (45) days, or if after the adjournment a new record date is fixed for determining the persons entitled to vote at the adjourned meeting, a notice of the adjourned meeting shall be given to all members entitled to vote at the meeting, in accordance with the provisions of this section pertaining to notice of an original meeting.

 

H.     Any action that may be taken up at any annual, regular or special membership meeting may be taken without a meeting and without notice, if a written ballot is distributed to every member entitled to vote on the matter on the day that the first written ballot is mailed or solicited.  Such distribution of written ballots shall be in a manner provided for giving notice of a meeting of members.  The written ballot shall:

 

  1. Set forth a proposed action.
  2. Provide an opportunity to specify approval or disapproval of any proposal.
  3. Provide a reasonable time within which to return the ballot to the Association.
  4. Indicate the number of responses needed to meet the quorum requirements.
  5. State the percentage of approvals necessary to pass the measures submitted.
  6. Specify the time by which the ballot must be received by Association to be counted.

 

I.  A matter shall be approved by written ballot if the number of votes by written ballot received within the time period specified equals or exceeds (1) the quorum required to be present at an in-person meeting, and (2) the number of votes required for approval at an in-person meeting.

 

J. Any written ballot received by the Association may not be revoked.  All written ballots shall be maintained in the records of the Association for a reasonable period of time. The result of the written ballot shall be stated in the Association’s next mailing to members.

Section 3. House of Delegates

A.  The House of Delegates shall meet at least one time in each calendar year and at this meeting reports of the proceedings of the Board of Governors and other offices and committees may be received.

 

B.   The Chair of the House of Delegates, or the President of the Association, may call more frequent meetings of the House of Delegates as deemed necessary provided that all members of the House of Delegates are given fifteen (15) days written notice of such meetings and their particular objectives.