MEETINGS OF MEMBERS
3.1 Meetings of the members shall be held at such place, either within or outside the State of Arizona, as from time to time may be fixed by the Executive Council.
3.2 Annual meetings of members, commencing with the year 2014, shall be held during the Annual International Occupational Ergonomics and Safety Conference.
3.3 A special meeting of the members for any purpose may be called at any time by the President of the Executive Council, by a majority of the Executive Council, or by one-tenth of the voting members of the Corporation at the time entitled to vote with respect to the business to be transacted at such a meeting. Such meeting may be transacted via tele-conferencing. At a special meeting no business shall be transacted and no corporate action shall be taken other than those purposes stated in the notice of the meeting.
3.4 Written or printed notice stating the place, day and hour of every meeting of the members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed, emailed, or posted on website not less than ten nor more than sixty days before the date of the meeting to each member of record entitled to vote at such meeting, at his or her address which appears in the share transfer books for the Corporation. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the members entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.
3.5 A majority of the outstanding members having voting power, represented in person or by proxy, shall constitute a quorum at meetings of members. If a meeting cannot be held because a quorum is not present or represented, then those persons not able to attend in person, may in fact email their voting power or those present may adjourn and reschedule the meeting with notice within 120 days. At such second meeting, if a quorum is still not present or represented, another date must be set and a third meeting duly convened. If any listed purpose of a special members meeting includes: to dissolve, to bankrupt, to sell or merge the corporation, to sell assets outside the normal course of business, to modify these bylaws, and/or to remove an officer or director, then the meeting must be rescheduled, and only by a quorum being present may these issues be decided. For al other issues, at the third meeting, without a quorum, business may be voted on by the members present, and a majority of the members present shall be able to prevail.3.6 At any meeting of the members each member of a class entitled to vote shall, as to such matter, have one vote, in person or by proxy. Every proxy shall be in writing, dated and signed by the member entitled to vote or his or her duly authorized attorney-in-fact. A majority of members is defined as more than fifty percent (50%) of the members able to vote and participating in the vote. Abstentions are counted as non-votes. If there is a tie vote of members, the issue shall be tabled as undecided.
