Bylaws of Deaf Dog Connections, Advocacy, Resources & Education (D2Care)

Article VI

Meetings of Members

Section A. Place of Meetings

Meetings shall be held via internet chat room, teleconferencing, face-to-face, or other typical methods of meeting unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section B. Regular Meetings

Regular meetings of the Members shall be held on 3rd Sunday of March, at a time determined by the Membership Officer. If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the following Sunday. On alternate years (odd) the main purpose for this meeting shall be to review candidates applying for a Board of Directors position, and preparing ballots for voting. Voting for Directors may be by electronic voting and/or by written ballot (fax or regular mail) as determined by the Board of Directors.

A second regular meeting of Members shall be held on 3rd Sunday of May, at a time determined by the Membership Officer for the purpose of announcing the results of the elections for Director. At all times the meetings may be used for transacting other business as may come before the Membership.

Section C. Special Meetings of Members

Special meetings of the Members shall be called by the Board of Directors, the Membership Officer, the Chairperson of the membership Committee, or the President of the Corporation, or, if different, by the persons specifically authorized under the Laws of this State to call special meetings of the Members.

Section D. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or Provisions of Law, notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, or by e-mail or facsimile, by or at the direction of the President, the Membership Officer, or the Secretary, or the persons calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered via the postmark date stamped on the envelope and addressed to the Member at his or her address as it appears on the Records of the Corporation. Personal notification includes notification by telephone or by facsimile machine.

Every effort will be made to state the names of all those who are nominees or candidates for election to the Board at the time notice is given for any meeting of Members. However, Members may also propose candidates from among those presenting at a Members meeting.

Whenever any notice of a meeting is required to be given to any Member of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the Law of this State, a waiver of notice in writing signed by the Member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section E. Quorum for Meetings

A quorum shall be determined in the following manner (and shall include the Board Members in attendance):

If the voting Membership is less than or equal to 100, a quorum shall be 25% of the registered Membership.

If the voting Membership is between 101 and 200, inclusive, a quorum shall be 15% of the registered Membership.

If the voting Membership is greater than or equal to 201, a quorum shall be 10% of the registered Membership.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Provisions of Law, no business shall be considered by the Members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section F. Majority Action as Membership Action

Every act or decision done or made by a majority of voting Members present in person, or by limited proxy at a duly held meeting at which a quorum is present is the act of the Members, unless the Articles of Incorporation, these Bylaws, or Provisions of Law require a greater number.

Section G. Voting Rights and Proxies

  1. Each Member is entitled to one vote on each matter submitted to a vote by the Members. Family Memberships are entitled to two votes;
  2. Any Member wishing to exercise a proxy vote shall submit to the Board of Directors at least thirty (30) days prior to said vote, a notarized letter of intent, naming the proxy holder and specifying for which election/vote the proxy is given;
  3. A proxy holder must be a Member in good standing, and may accept only one limited proxy. The proxy may last only for the current vote before the Membership.

Section H. Action by Ballot

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Provisions of Law, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Corporation distributes a written or electronic ballot to each Member entitled to vote on the matter. The ballot shall:

  1. Set forth the proposed action;
  2. Provide an opportunity to specify approval or disapproval of each proposal;
  3. Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted;
  4. Specify the date by which the ballot must be received by the Corporation in order to be counted. The date set shall afford Members a reasonable time within which to return the ballots to the Corporation. The date of receipt will be set by the postmark date on all regular mail items and the electronic date stamp on all electronic correspondence.

Ballots shall be mailed or delivered in the manner required for giving notice of Membership meetings as specified in these Bylaws.

Approval of action by written or electronic ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or greater than 40% of total number of eligible Members.

Approval of action at a Membership meeting requires a majority of those voting. If the votes for approval total less that 20% of the total number of eligible Members, the action will be put on a ballot before the entire Membership, on or before the next regular elections.

Directors will be elected by electronic ballot or written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. In the event that there is a tie for any seat on the Board, the decision shall be made at the Membership meeting in the following manner;

  1. The Chairman and Members of the Membership Committee will choose a number between 1 and 20 among themselves;
  2. The Candidates will each choose a number, and whoever is the closest shall be elected to the Board of Directors;
  3. This process may be repeated until a final determination is made.

Section I. Conduct of Meetings

Meetings of Members shall be presided over by the Membership Officer, or, if there is no Membership Officer, by the President of the Corporation, by Vice President, or in the absence of all of these persons, by a Chairperson chosen by a majority of the voting Members present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of Members, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with, or in conflict with, the Articles of Incorporation, these Bylaws, or with Provisions of Law.

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