|
BYLAWS of HEALTHCARE HUMAN RESOURCES
MANAGEMENT ASSOCIATION OF CALIFORNIA, continued ARTICLE VI
VOTING OF MEMBERS Section 1. Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, members entitled to vote at any meetings of members shall be active members in good standing as of the record date determined under Article VIII, Sections 1 or 2, of these bylaws. Section 2. Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors or officers must be by ballot if demanded by any member at the meeting before the voting begins. Section 3. Voting. Each member entitled to vote shall be entitled to cast one (1) vote on each matter submitted to a vote of the members. Section 4. Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number or voting by classes is required by the California Nonprofit Mutual Benefit Corporation Law or by the articles of incorporation. Section 5. Waiver of Notice or Consent.
| A. |
Written Waiver or Consent. The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (i) a quorum is present either in person or by proxy and (ii) either before or after the meeting each member entitled to vote, who is not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes. The waiver of notice, consent or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval for any of those matters specific in Article V, Section 4B, the waiver of notice, consent or approval shall state the general nature of the proposal. All such waivers, consents or approval shall be filed with the corporate records or made a part of the minutes. |
| B. |
Waiver by Attendance. The attendance of a member at a meeting shall also constitute a waiver of notice of, and presence at, that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called and convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of meeting but not so included, if that objection is expressly made at the meeting. |
|
