2006 Membership Directory - Ultrasonic Industry Association

ULTRASONIC INDUSTRY ASSOCIATIONPage 23BylawsSec. 3. NOTICE OF MEETINGSNotices of annual meetings of the Association shall bemailed to each member at least fifteen (15) days inadvance. Notice of special meetings of the Associationshall be mailed to each member at least seven (7)days in advance, and shall state the subject or subjectsto be considered.Sec. 4. QUORUMA majority of the voting members shall constitute a quorumat any annual meeting of the Association.ARTICLE IV VotingSec. 1. Each voting member in good standing shallbe entitled to one (1) vote.Sec. 2. A voting member may provide a proxy forany meeting. Such proxy shall be in writing, addressedto the Association. The proxy may not beexercised, however, if the member granting theproxy is present at the meeting.Sec. 3. Subjects for action at any meeting shall bedetermined according to the vote the majority ofthose members present in person or by proxy,unless otherwise provided elsewhere in these By-Laws.Sec. 4. LETTER BALLOT(a) The President, in his/her discretion, may authorizeaction on any matter by a thirty (30) dayletter ballot, the thirty (30) days starting on thedate the ballot is mailed.(b) All letter ballots shall provide for recording theaffirmative or negative vote of the member, andthe matter subject to vote shall be determined accordingto the majority of the votes receivedwithin the thirty (30) day period. No member maychange his/her vote given in a letter ballotafter the expiration of the thirty (30) day period.Action taken in pursuance of a majority letterballot vote in each such case shall be bindingupon the Association in the same manner aswould be action taken at a duly called meeting.ARTICLE V GovernmentSec. 1. The government of the Association and the administrationof its business affairs shall be vested inthe Board of Directors, which shall have and exercise allthe powers and authorities by the Certificateof Incorporation and by the By-Laws expressly conferredupon it; and in addition thereto, may exerciseall such powers and do all such things as may lawfullybe exercised or done by the Association.ARTICLE VI Board of DirectorsSec. 1. ELIGIBILITYVoting members in good standing shall be eligible formembership on the Board of Directors.Members of the Board of Directors shall serve withoutcompensation.Sec. 2. NUMBERThe Board of Directors shall consist of not less thanseven (7) elected members, and of officers ofthe Association in those instances where such officersare not elected members of the Board. Suchofficers, serving ex-officio, shall be entitled to vote. NoSustaining or Corporate Member shall havemore than one voting member serving on the Board ofDirectors at the same time.Sec. 3. ELECTIONMembers of the Board of Directors shall be elected eitherat the Annual Meeting of the Association bya majority vote of those members present in person orby proxy, or by mail letter ballot.At the Annual Election held immediately following theinitial adoption of these By-Laws, at least four (4)members shall be elected for a two (2) year term, and atleast three (3) members shall be elected for a one (1)year term. At each Annual Election thereafter, a numberof members equal to whose terms have or are about toexpire, shall be elected for a two (2) year term.Sec. 4. CHAIRMAN(a) The Chairman of the Board of Directors shall beelected by the Board of Directors at the Annual BoardMeeting for a term of one (1) year. He/she shall alsoserve as President of the Association.(b) A Chairman who served for two (2) consecutiveterms shall not be eligible for reelection until at leastone (1) year has elapsed.