ARTICLE 10

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Bylaws of the Montana Taekwondo Association...

ARTICLE 10 – Membership Meetings

Section 1 – Regular Membership Meetings

Section 2 – Special Membership Meetings

Section 3 – Place of Membership Meeting

Section 4 – Conference Telephone (and Similar Technologies)

Section 5 – Notice of Membership Meeting

Section 6 - Conduct of Membership Meetings

Section 1 – Regular Membership Meetings:

The State Association shall hold at least one regular membership meeting each year comprised of all State Association Directors, Officers, and open to all members.

Section 2 – Special Membership Meetings:

Any State Association Officer, any group equal to or greater than ten percent (10%) of the number sitting on the Board of Directors, or any group equal or greater than ten percent (10%) of the total individual adult (age 18 and older) members of the State Association may call a special membership meeting for any purpose or purposes described in the meeting notice.

2.1 If ten percent (10%) of members request a special meeting, they must do so in writing, and sign, date, and deliver the demand to any corporate officer at least ten (10) days before the State Association must give notice of the meeting; the President shall then call the special meeting on these members' behalf.

2.2 For purposes of determining whether the members have met the 10% requirement, the record date is at the close of business on the thirtieth (30th) day before delivery of the demand or demands for a special meeting to any corporate officer.

Section 3 – Place of Membership Meeting:

Meetings shall be held in any city within the State of Montana with consideration given to the burden of travel for all attendees; therefore, a central location shall be desirable unless it is otherwise determined that the location selected shall be most convenient for the majority of the attendees.

3.1 This section shall not apply to the annual meeting to be held in conjunction with the Montana State Taekwondo Championships.

Section 4 – Conference Telephone (and Similar Technologies):

Meetings may be held utilizing conference telephone or other similar technologies, and members may attend meetings utilizing conference telephone or other similar technologies.

4.1 All persons entitled to participate in the meeting must receive proper notice of the telephone meeting and/or the availability of this option.

4.2 All persons participating in the meeting can hear each other at the same time.

4.3 Members participating in this manner are deemed present in person at the meeting.

4.4 The chairperson of the meeting may establish reasonable rules as to conducting business at any meeting by phone.

Section 5 – Notice of Membership Meeting:

Notice is required and the Secretary of the State Association shall deliver notice of the membership meeting to each record member.

5.1 Manner of Communication: The Secretary of the State Association may deliver to members notice of the membership meeting by a separate written notice, through a regular publication, by electronic mail (e-mail), or by a newsletter of the State Association.

5.1.1 The notice must be given in a fair and reasonable manner.

5.1.2 The Notice must be in writing and state the place, day and hour of any annual or special membership meeting.

5.1.3 If the meeting will be held by conference telephone, the notice shall indicate the proper telephone number.

5.1.4 If it is determined that separate written notice or notice by a regular publication, email, or a newsletter of the membership meeting is impracticable, the Secretary of the State Association may give notice of the membership meeting by any other means deemed practical.

5.2 Effective Date: The Secretary shall deliver the notice no less than ten (10), nor more than sixty (60), days before the date of the meeting. Notice shall be deemed to be effective at the earlier of the following:

5.2.1 The date when the notice was deposited in the United States mail, if mailed postpaid and correctly addressed to the member at the member's address as it appears in the State Association's records.

5.2.2 The date shown on the return receipt (if sent registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee).

5.2.3 The date when received, sent (via email), published, or broadcast.

5.2.4 The date five (5) days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the State Association's records.

5.3 Adjourned Meeting: If the members adjourned any membership meeting to a different date, time, or place, the Secretary need not give notice of the new date, time and place, if the new date, time, and place is announced at the meeting before adjournment.

5.3.1 If a new record date for the adjourned meeting is fixed, or must be fixed, the Secretary must give notice in compliance with these bylaws.

5.4 Waiver of Notice: Any member entitled to a notice may waive notice of the meeting (or any notice required by the Montana Nonprofit State Association Act or bylaws). The waiver must be in writing and signed, and the member must send the notice of waiver to the State Association (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records. A member's attendance at a meeting:

5.4.1 Waives the member's right to object to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

5.4.2 Waives the member's right to object to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

5.5 Contents of Notice: Unless the Montana Nonprofit State Association Act requires it, the notice of an annual membership meeting need not include a description of the meeting's purpose or purposes. However the notice of each special membership meeting shall include a description of the meeting's purpose or purposes.

5.5.1 Regardless of whether the notice is of an annual or special membership meeting, if a purpose of the meeting is for the members to consider either:

5.5.1.1 a proposed amendment to the articles of the State Association (including any restated articles requiring member approval);

5.5.1.2 a plan of merger;

5.5.1.3 the sale, lease, exchange or other disposition of all, or substantially all of the State Association's property;

5.5.1.4 the dissolution of the State Association; or

5.5.1.5 the removal of a director,

…then the notice must state this purpose and be accompanied by a copy or summary, if applicable, of the:

5.5.1.6 amendment to articles;

5.5.1.7 plan of merger; or

5.5.1.8 transaction for disposition of all the State Association's property.

5.5.2 Likewise, if the State Association indemnifies or advances expenses to a director as defined by the Montana Nonprofit State Association Act, the Secretary shall report this information in writing to all the members with or before notice of the next membership meeting.

Section 6 - Conduct of Membership Meetings:

The President, or in the President's absence, the President-Elect, or in their absence, any person chosen by the members present, shall call the membership meeting to order and shall act as the chairperson of the meeting.

5.1 The chairperson (or a person designated by the chairperson) shall establish rules of the meeting that will freely facilitate debate and decision making.

5.2 The chairperson will indicate who may speak when, and when a vote will be taken.

5.3 The Secretary of the State Association shall act as the secretary of all meetings of the members, but in the Secretary's absence, the presiding officer may appoint any other person to act as the secretary of the meeting.

5.4 Order of Business: The order of business at a membership meeting shall be as follows:

5.4.1 Call to order.

5.4.2 Reading of prior minutes.

5.4.3 Election of directors, if that is the purpose of the meeting.

5.4.4 Business specified by the notice.

5.4.5 Unfinished business.

5.4.6 New business.

5.4.7 Adjournment.

5.5 At annual meetings, the President and Treasurer shall report on the activities and financial condition of the State Association.