Bylaws

Chapter 4. Member Meetings and Elections

BYLAW 405. VOTING; QUORUM.

[Effective date of amendments: August 1, 2016.]

(a) A quorum at any meeting of the Members shall be constituted as described in (b) below. If a quorum is not present at a meeting, the Members in attendance may act to adjourn the meeting. Each Member entitled to vote at a meeting of Members may vote in person at the meeting by ballot or may authorize another person or persons to act for such Member by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

(b)(i) For any matter that requires a separate vote by membership category or categories, but not all membership categories voting together as a single class, at any meeting of the Members, the lesser of fifty (50) Members in such membership category or categories or five percent (5%) of the total number of Members in such membership category or categories shall constitute a quorum for that membership category.

(ii) For all other matters, 51% of the total number of Members shall constitute a quorum.