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MK Bylaws Part Three

Part Three
Members' Meetings

3.1 Regular and Special Meetings; Place of Meetings. The annual meetings shall be the only regular meetings of the members. Special meetings of the members may be held when called as hereinafter provided. Any members' meetings may be held within or without the State of North Carolina, but shall always be held at the time and place fixed in the call for such meeting or in any resolution adjourning the same. If no other place is designated in the resolution adjourning such meeting, the adjourned meeting shall be held at the place designated in the call for the meeting.

3.2 Annual Meeting. The annual meeting of the members for the election of directors shall be held on a date in the week that falls two months after the end of the corporation's fiscal year. If, for any reason, such meeting shall not be held or a board of directors shall not be elected at such meeting or at an adjournment thereof, a board of directors may be elected at a special meeting to be called by the board of directors then in office or upon their order.

3.3 Special Meetings. Special meetings of the members, for any purpose or purposes other than the election of directors as hereinabove provided, may be held at the call of the chairman of the board, the president of the corporation or the board of directors, and shall be called by the president at the request of the holders of one-tenth of all the members of the corporation entitled to vote at the meeting.

3.4 Quorum. Except as otherwise provided by law, members attending a meeting qualifying for votes which equal a majority of the total aggregate votes to which members are entitled, shall constitute a quorum at any meeting.

3.5 Notice. Notice of all members' meetings shall be in writing, signed by an officer of the corporation. Where members are outside of the US, an email or telephone notice shall be considered sufficient. A copy of such notice shall be sent by mail not less than 10 calendar days nor more than 50 calendar days prior to the date of the meeting, unless a longer period is required by law, to each member of record entitled to notice of such meeting, at the registered post office address of such member as it appears on the records of the corporation. Such notice shall state the time and place of the meeting and the purpose for which it is called, so far as is known at the date of the notice, and if the call be for an annual meeting, the notice shall so state. Such notice shall be sufficient for such meeting and any adjournment thereof. Any member may waive notice of any meeting either before, at, or after the meeting.

3.6 Proxies. Any member of this corporation entitled to vote at any meeting may be represented and vote at such meeting by a proxy appointed by an instrument in writing signed by him or by his duly authorized agent or attorney-in-fact. In the event such instrument shall designate two or more persons to act as proxy, a majority of such persons present in such meeting, or if only one shall be present, then that one, shall have and may exercise all the powers conferred by such instrument upon all the persons so designated, unless such instrument shall otherwise provide.

A telegram or cablegram appearing to have been transmitted by a member (or by his duly authorized attorney-in-fact) may be accepted as a sufficiently written and executed proxy.

3.7 Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting, or in the areas of credentials, proxies, quorums, voting and similar matters, will be deemed waived if no objection is made at the meeting.

3.8 Lack of Quorum. If a sufficient number of voting members constituting a quorum is not present, the presiding officer may adjourn the meeting to a date and hour fixed by the officer, provided he gives reasonable notice in writing or be telephone, telegram, personal visit, or other appropriate means of the date and time of the continued meeting.

3.9 Informal Action. Any action which under any provisions of the North Carolina Non-Profit Corporation law may be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by two-thirds of the persons entitled to vote with respect to the subject matter thereof. Such consent shall be filed with the secretary of the corporation.

3.10 Waiver. When the members entitled to vote shall be present or expressly waive their presence at a meeting, and shall sign a written consent thereto on the record thereof, all the acts of such meeting shall be binding, regardless of the manner in which the meeting is called.

3.11 Presiding Officer. The president of the corporation or a chairman elected by the members, shall preside over the meeting of the members, and the secretary of the corporation, the corporate attorney, or a secretary designated by the members shall be the recording secretary for the meeting.

3.12 Business to be Transacted. Any question may be considered and acted upon at an annual meeting, but no question not stated in the call for a special meeting shall be acted upon thereat except by the consent of a majority of the aggregate votes that the members of the corporation are presently entitled to.

3.13 Voting. Charter members shall be entitled to one vote each.

3.14 Order of Business. The order of business at meetings shall be as follows:

• Call to order
• Reading of minutes of previous meeting
• Receiving communications
• Reports of officers
• Reports of committee heads and committee members
• Other reports
• Unfinished business
• New business
• Election of directors
• Adjournment

The order of business may be altered or suspended at any meeting by a majority vote of the members present.

3.15 Inspection of Records. The books of account and membership records of the corporation shall be available for inspection at reasonable times by any member who is a Charter member or who has contributed more than $500 in dues or donations to the corporation.

Back to Bylaws Main Page

Back to Part Two

Go to Part Four

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