terms of the Club ’ s Articles or Bylaws, require the approval of all or some of the Equity Members, or for any other proper purpose. Special Meetings shall be held at such place as is fixed for the Annual Meetings pursuant to this Section 3.2. Except where other express provision is made by statute, notice of such Special Meetings shall be given in the same manner as for Annual Meetings. The notice shall specify the date, time and place of the meetings and the matters that will be considered, and no other business may be considered. Upon request in writing to the President or Secretary by any person entitled to call a Special Meeting, the Secretary shall cause notice to be given to the Equity Members entitled to vote that a meeting shall be held at a time fixed by the Board not less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person requesting the meeting may give the notice. Nothing contained in this Section 3.2 shall be construed as limiting, fixing, or affecting the time when a meeting of Equity Members can be held when the meeting is called by an action of the Board. Section 3.2.3 Quorum . The presence at any meeting, in person or by ballot, of Equity Members having a majority of the total vote in the Club shall constitute a quorum. Suspended Equity Members shall not be counted in determining such total vote. If any meeting cannot be held because a quorum is not present, the Equity Members present may adjourn the meeting to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called. At the resumption of the adjourned meeting, the presence of Equity Members having one-quarter of the total vote in the Club shall constitute a quorum; provided, however, that, if the adjourned meeting is attended in person by Equity Members having less than one-third of the total vote in the Club, the only matters that may be voted upon at such adjourned meeting are matters included in the original notice of meeting. The Equity Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Equity Members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of the Equity Members required to constitute a quorum. Section 3.2.4 Majority . Unless otherwise expressly provided herein or prohibited by law, any action may be taken at any meeting of the Equity Members at which a quorum is present upon the affirmative vote of a majority of the total vote present. Section 3.2.5 Results . After tabulation of ballots, the Board shall notify all Equity Members, by mail, electronic communication, website or by posting of notices at the clubhouse of the Club, or both, of the outcome of the vote. If insufficient votes were cast to constitute a quorum, the Board shall so certify, and the election shall be of no effect. Section 3.2.6 Notice of Certain Agenda Items . If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s) removing a Governor without cause; filling Vacancies on the Board; amending the Articles or Bylaws; approving a contact or transaction in which a Governor has a material or financial interest; or adoption of a plan of distribution of assets.
Section 3.2.7 Manner of Giving Notice . Notice of any meeting of the Equity Members shall be given personally, by first-class mail, electronically, or other written
8
Made with FlippingBook Learn more on our blog