D. ARTICLE 3: MEETINGS
1. Annual Meeting: A regular meeting of the voting members shall be held at least once each year, at such time and place designated by the Board.
2. Special Meetings: Special meetings of the Association may be called by the President or the Board of Trustees, or shall be called by the President upon the written request by at least five percent (5%) of the members of the Association entitled to vote.
3. Notice of Meetings: Notice of all meetings, whether Regular or Special meetings shall be given or sent to all voting members at their address of record at least 30 days prior to the date of the meeting by the Secretary. The Secretary may either send a notice by facsimile or mail to each voting member at the address appearing on the books of the Association, or place a notice in the Association's newsletter and to the Affiliate members in care of their Affiliate organization.
The notice for a regular meeting must specify that a meeting of the ITAA will occur, the place, date, and time of the meeting, and, in addition, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the members. If Trustees are to be elected, the names of all nominees at the time of the notice must also be specified.
Notice of a special meeting must specify that a meeting of the ITAA will occur, the place, date, and time of the meeting, and, in addition, the general nature of the business to be transacted. No other business may be transacted at a special meeting.
Notwithstanding the sufficiency of form or timing of the calling or notice given of any meeting of the members, the transactions of a meeting of the members will be valid as though had at a meeting duly held after call and notice if (1) a quorum of voting members is present in person or by proxy, and (2) either before or after the meeting, the voting members not present or by proxy signs a written waiver or notice or consent to the holding of such meeting, or approves the minutes thereof. All such waivers, consents, and approvals will be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting will constitute waiver of notice unless such person's attendance is solely for the purpose of objecting to the manner in which the meeting was called and/or noticed.
4. Waiver of Notice: The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this part to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the Bylaws.
5. Quorum: The quorum at regular and special meetings shall be fifty (50) voting members or five percent (5%) of the voting membership whichever is the smaller. If the quorum, however, is less than one-third (1/3) of the voting membership, the members may act only on matters the general nature of which was mentioned in the notice of the meeting. Once a quorum is present, the members may take valid action even though members leave the meeting so that less than a quorum remains. A quorum includes proxies. If no quorum is present within thirty (30) minutes of the announced starting time, then the meeting lapses, and no action may be taken without renoticing the meeting or waiver of same by following the procedure set forth in paragraph 7.
6. Action: The act of a majority of the voting members present at the meeting at which a quorum is present shall be the act of the membership. Voting members may vote in person or by a written proxy filed with the Secretary at least thirty (30) minutes before the notified time of the meeting.
7. Action Without a Meeting: Any action which may be taken at any regular or special meeting of the members may be taken without a meeting if the Association distributes a written ballot to every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time which to return the ballot to the Association.
Approval shall be valid only when the number of votes cast by the ballot within the time period specified equals or exceeds fifty (50) voting members or five percent (5%) of the voting membership whichever is the smaller 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.
Ballots solicited shall indicate the number of responses needed to meet the quorum requirements and shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballots must be received in order to be counted. Written ballots may not be revoked.
