article 1 name, purpose, effect of by-laws article ii membership and ...

authorized by a majority of the Directors present at any regular or special meeting
where there is a quorum.
Section
Section
ARTICLE IV
MEETINGS
1. General Membership Meetings.
A. Annual Membership Meeting. An annual meeting of the members shall be held,
normally in September, or at the call of the Board, for the purpose of transacting the
Foundation's business. Action taken by the membership at annual and special business
meetings, duly recorded, in the presence of a quorun, shall prevail over any conflicting
actions by the Board or any officer or committee.
B. Special Business Meeting. Special meetings of the members for any purpose may be
called by the President or by a majority of Board members.
C. Notice of Business Meetings. A written notice with agenda stating the place, day and
hour of any meeting of members shall be mailed no later than thirty (30) nor earlier
than ninety (90) days prior to the date of the meeting. In the case of a special meeting
the purpose(s) of the meeting shall be stated in the notice. No business shall be
transacted other than that stated in the notice.
D. Voting. All members in good standing are entitled to one vote each at all
membership meetings. A list of current members shall be available at every membership
meeting, and at all times at the office of Treasurer of the Foundation. Unless otherwise
provided, any action requires a simple majority of members present and voting. Proxy
voting is not allowed.
E. Quorum. A quorum shall consist of twenty-five (25) members or 10% of the voting
membership in good standing, whichever is the lesser, including at least two (2) officers
plus two (2) directors. If a quorum is not present at any meeting of members, a majority
of members present may adjourn the meeting without further notice.
2. Board of Director Meetings.
A. Regular Board Meetings. The Board of Directors shall meet at least four (4) time a
year, being once in each fiscal quarter. This shall include the Annual Membership
Meeting, which shall occur in the month of September unless otherwise agreed upon by
a majority of the directors present at any regular or special meeting where there is a
quorum.
B. Special Board Meetings. Special meetings may be called at any time by the President
or by any two (2) Directors. Notice of special meetings shall be mailed not more than
fifteen (15) and not less than three (3) days prior to the meeting or the notice may be
hand delviered or otherwise transmitted in writing within the same period. The notice
of a special meeting shall state the same things ad shall have the same effect as notices
for regular meetings. Additionally, the persons who call any special meeting shall
endeavor to contact each Director in person or by telephone as soon as the notice of a
special meeting is sent in order to give personal notification of the special meeting.
By-law of: El Camino Real International Heritage Center Foundation Page 4