|
BYLAWS of HEALTHCARE HUMAN RESOURCES
MANAGEMENT ASSOCIATION OF CALIFORNIA, continued ARTICLE V
MEETINGS OF MEMBERS Section 1. Place of Meeting. Meetings of the members shall be held at any place within or outside California designated by the board. In the absence of any such designation, the meeting of members shall be held at the principal office of the corporation. Section 2. Annual Meeting. An annual meeting of the members shall be held on the second Thursday of October of each year at 1:00 p.m., unless the board fixes another date or time and gives notice thereof to the members as provided in Section 4 of this Article V. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the annual meeting, elections shall be held for directors and for those officers subject to election by the members under these bylaws, and any other business which is properly before the members may be transacted, subject to Sections 4 and 5 of this Article V. Section 3. Special Meetings.
| A. |
Persons Authorized to Call. A special meeting of the members for any lawful purpose may be called at any time by the board, the president or five percent (5%) or more of the members. |
| B. |
Calling Meetings. A special meeting called by any person (other than the board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, submitted to the president, the vice-president, the treasurer or the secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote in accordance with Section 4 herein below, stating that a meeting will be held at a specified time and date fixed by the board; provided, however, that the meeting date shall be at least thirty-five (35) but not more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request by the officer of the corporation, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing or affecting the time at which a meeting of members may be held when the meeting is called by the board. |
| C. |
Proper Business of Special Meeting. No business, other than the business, the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting. |
Section 4. Notice Requirements for Meetings of Members.
| A. |
General Notice Requirements. Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall be given, in accordance with Section 4C herein below, to each member entitled to vote at that meeting. The notice shall specify the place, date and hour of the meeting and, (i) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted or, (ii) for the annual meeting, those matters that the board, at the time the notice is given, intends to present for action by the members, but, except as provided in Section 5 herein below, any proper matter may be presented at the meeting. The notice of any meeting at which directors or officers are to be elected shall include the names of all persons who are nominees when notice is given. |
| B. |
Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: |
| |
(1) |
Removing a director without cause, or removing any officer elected by the members without cause; |
| |
(2) |
Filling vacancies on the board; |
| |
(3) |
Amending the articles of incorporation; |
| |
(4) |
Approving a contract or transaction between the corporation and one or more directors or between the corporation and any entity in which a director has a material financial interest; |
| |
(5) |
Electing to wind up and dissolve the corporation; or |
| |
(6) |
Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specific in the articles or bylaws, when the corporation is in the process of winding up. |
| C. |
Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) but not more than ninety (90) days before the meeting date. The notice shall be given either personally or by first class, registered or certified mail or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the books of the corporation, and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first class mail or telegraphic or other written communication to the principal office of the corporation or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office of the corporation is located. |
| D. |
Affidavit of Mailing Notice. An affidavit of mailing of any notice of any meeting of members, or of the giving of such notice by other means, may be executed by the secretary or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the minute book of the corporation. |
Section 5. Quorum.
| A. |
Percentage Required. Ten percent (10%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members; provided, however, that if any regular or annual meeting is actually attended in person or by proxy by less than one-third (1/3) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under the first and second sentences of Section 4A hereinabove. |
| B. |
Loss of Quorum. Subject to Section 5A hereinabove, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. |
Section 6. Adjournment and Notice of Adjourned Meeting. Any meeting of members, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days. When a meeting of members is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting. |
