Section A. BOARD OF DIRECTORS MEETINGS
The President will call Board meetings as necessary. The Board shall meet at least four times per year upon a minimum of 2 days notice given to all Directors by the President, at such time and place as the President may determine. A quorum shall consist of a majority of the voting Directors, provided that vacant positions on the Board are not counted for purposes of determining the necessary quorum. Board Meetings shall not be open to the public and Members may only attend at the President’s invitation Majority vote of all Directors present shall decide all motions. The Board member presiding over the Board meeting shall not vote unless necessary to create a majority vote to decide a question before the Board. Newly-elected Directors may attend but not vote at Board of Directors’ meetings until their terms of office commence. A Member may request the opportunity to address the Board at a Director’s meeting and if they are invited to attend a Board meeting as provided above, they shall be granted the right to speak, at a specified time as determined by the Chair. At the discretion of the chair, or by motion and approval of the Directors, time limits may be imposed upon speakers at this forum. Voting. Each member of the Board shall have one vote. No vote shall be cast by proxy. When authorized by the President or three members of the Board, voting may occur by telephone, mail ballot, e-mail, or other reliable methods. When voting takes place outside of a Board meeting, a majority vote of a quorum plus one shall decide motions, except that a meeting shall be called when voting in person is requested by any two or more board members. A minimum of forty-eight (48) hours shall be allowed for voting outside of a meeting. Board meetings shall be held “in camera” at the request of any Director to discuss personnel matters, pending or potential litigation, disciplinary matters, or removal of a Board member. At the discretion of the President, each meeting agenda item may be assigned a suggested time limit to facilitate meeting efficiency. Such suggested time-limits may be exceeded at the discretion of the presiding chair. In case of a tie vote during a Board of Director Meeting, the Chair shall have the right of 2 votes.
Section B. ANNUAL MEETING
One-month notice of this meeting will be given to the membership by e-mail and/or website notification. The meeting is open to all Members of the Club.The presence of a majority of Directors of the Club shall be required for the transaction of business.
Section C. ORDER OF BUSINESS
The order of business for the Annual General Meeting shall be as follows:
- Roll Call
- Minutes of last meeting
- Officers and/or Committee Reports
- Treasurer’s Report and Presentation of Financial Statement
- Unfinished Business – Old Business
- Proposals – New Business
- By-law changes (if applicable)
- Election of Directors
- Comments for the good of the Club
Section D. SPECIAL MEETINGS
A Special General Meeting of the Club may be called by motion of the Board of Directors or shall be called by the Board of Directors upon receipt of a written request signed by not less than 10 members or 25% of the Regular Members, whichever is less, setting out the items of business to be conducted. The Special General Meeting shall be held within 30 days of receipt of such written request and only the business set out in the notice shall be considered.
The President or any three members of the Board may call a special meeting of the Board for a specific purpose that cannot reasonably wait until the next regularly scheduled Board meeting. Three days notice to the members of the Board is required. The notice shall include the topic to be discussed at the special meeting.
Section E. VOTING AT MEMBER MEETINGS
Every Regular Member aged 18 and over shall have the right to attend, speak and cast one vote at Members’ meetings of the Club. Majority vote will decide all motions unless these By-laws or Parliamentary Authority otherwise require a supermajority.
Ten members or 25% of the Regular Members, whichever is less, shall form a quorum at all meetings of the Membership.
Section F. PARLIAMENTARY AUTHORITY
The rules in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all meetings for which applicable and to the extent they are not inconsistent with these by-laws or any other special rules which the Club may adopt.