Adopted December 2007 CONNECTICUT GREYHOUND ADOPTION - GPA BYLAWS

Transcription

1 Adpted December 2007 CONNECTICUT GREYHOUND ADOPTION - GPA BYLAWS

2 Table Of Cntents Article I Name 5 Sectin 1. Name... Sectin 2.Style... Sectin 3. Lg... Article II Objective (Purpse)... Sectin 1. Object and Purpse... Article III Organizatin Hierarchy... Sectin 1. Organizatinal Chart... Article IV Members... Sectin 1. Eligibility fr Membership... Sectin 2. Classes f Members... (A) Members... (B) Assciates... Sectin 3. Admissin t Membership... (A) Admissin as Members... (B) Admissin as Assciates... Sectin 4. Amendments t Admissin f Membership... Sectin 5. Identificatin f Membership... Sectin 6. Resignatin and Terminatin f Membership... (A) Resignatin f Membership... (B) Terminatin f Membership... Sectin 7. Vting Rights f Membership... Article V Bard f Directrs... Sectin 1. Cmpsitin and Qualificatins... (A) Executive Bard f Directrs Officers... a. President... b. Vice President... c. Secretary... d. Treasurer... e. Adptin Crdinatr... f. Fster Crdinatr... g. Cmmunity Relatins Crdinatr... Sectin 2. Electin and Term f Office... Sectin 3. Respnsibilities... 1

3 Sectin 4. Remval r Resignatin frm Office... (A) Remval f an Executive Bard Member Initiatin f Remval by the Executive Bard f Directrs... a. Executive Bard f Directrs Mtin t Recall... b. Ntice f Mtin t Recall and Meeting t Cnsider Same... c. Vte n Recall Mtin Initiatin f Remval by the Membership... a. Member Initiatin by Request Fr Remval... b. Member Initiatin by Recall Petitin Ntice f Recall Mtin and Ballt / Meeting... (B) Resignatin f An Official... (C) Departure frm Office... Sectin 5. Cmpensatin... Sectin 6. Vacancies... Sectin 7. Indemnificatin f Officers... Article VI Meetings... Sectin 1. Executive Meetings... Sectin 2. General Membership Meeting Sectin 3. Special Meetings... Article VII Cmmittees... Sectin 1. Standing Cmmittees... Sectin 2. Special Cmmittees... Article VIII Parliamentary Authrity... Sectin 1. Rbert s Rules... Article IX Miscellaneus... Sectin 1. Amendments... (A) Members... Sectin 2. Effective Date f Amendments... Sectin 3. Disslutin... Sectin 4. Crprate Recrds... Sectin 5. Crprate Seal... Sectin 6. Fiscal Year... 2

4 Article I Name Sectin 1. Name The name f this rganizatin shall be Cnnecticut Greyhund Adptin - GPA, hereinafter referred t as CGA. Sectin 2. Style The name will be typed in Times New Rman fnt. Sectin 3. Lg The fficial CGA lg is: 3

5 Article II Objective (Purpse) Sectin 1. Object and Purpse Cnnecticut Greyhund Adptin - GPA is a nn-prfit, vlunteer rganizatin whse missin is t find permanent, lving hmes fr retired racing greyhunds. T fulfill this missin, ur gals are threefld: t infrm and educate the public abut the jys f greyhund adptin; t identify suitable, caring hmes fr retired racers; and, t prvide pre- and pst-adptin supprt t facilitate the transitin frm track t hme. CGA endeavrs t wrk cperatively with the greyhund racing industry t help as many greyhunds as pssible, including special needs dgs. Cnnecticut Greyhund Adptin - GPA is a 501(c)(3) nn-prfit, all-vlunteer rganizatin based in Cnnecticut. Our gal is t help find frever hmes fr as many retired racing Greyhunds as pssible. Our grup is strngly cmmitted t utreach and believe that we can best help the hunds by educating and infrming the public abut the jys f sharing ne s hme with a retired racing Greyhund. Upn the disslutin f the Crpratin, after paying r adequately prviding fr the debts and bligatins f the Crpratin, the remaining assets shall be distributed t nn-prfit funds, fundatins, r crpratins which are rganized and perated exclusively fr the charitable, educatinal, religius and/r scientific purpses and which has established its tax exempt status under Sectin 501 (c) (3) f the Internal Revenue Cde. In rder t ensure that all f ur resurces are directed tward the bjective stated abve, CGA takes a neutral psitin twards the greyhund racing industry. Article III Organizatin Hierarchy Sectin 1. Organizatinal Chart The fllwing chart shws the rganizatin f CGA, with membership being the mst imprtant grup: Executive Bard f Directrs Elected Officers Bard Member #1 President Bard Member #2 Vice President Bard Member #3 Secretary Bard Member #4 Treasurer Bard Member #5 Adptin Crdinatr Bard Member #6 Fster Crdinatr Bard 4

6 Member #7 Events & Vlunteer Crdinatr Bard Member n 5

7 Article IV Members Sectin 1. Eligibility fr Membership Persns wh are in sympathy with the bject and purpse f the CGA shall be eligible fr membership. Sectin 2. Classes f Members There shall be the fllwing classes f members: (A) Members Members shall have the right t vte at all meetings f the members, t hld ffice, t participate in the benefits f the Crpratin, and t receive ntices r reprts issued by the Crpratin. Members must be at least eighteen (18) years f age and be accepted as a member. Vting rights are nt assignable. (B) Assciates Assciates shall have such rights, privileges and licenses as shall be frm time t time determined, changed and mdified by the vte f a majrity f the members. Assciates will nt be entitled t vting rights r privileges. Sectin 3. Admissin t Membership The Executive Bard f Directrs shall make frms fr membership applicatin available t the prspective member alng with a cpy f the bylaws. Individuals will receive ntificatin by mail f their apprved membership. Members must renew their membership n an annual basis. The Executive Bard may refuse applicatins. The Executive Bard may revke membership fr actins deemed inapprpriate fr members representing CGA. (A) Admissin as Members The Persns indicated in the Certificate f Incrpratin as the initial Directrs f the Crpratin shall be the initial members f the Crpratin, unless they shall have resigned as such members r unless membership shall therwise have been terminated. A persn may becme a member f the Crpratin by submitting an applicatin in writing t the Crpratin. A member may be any persn wh meets the requirements stated in the Eligibility Fr Membership and Classes f Members sectins abve. After an applicatin fr membership is submitted t the Crpratin, the Secretary will review the applicatin. The Secretary, in its sle discretin, can accept an applicatin t membership as a member. (B) Admissin as Assciates A persn may becme an assciate f the Crpratin by submitting an applicatin in writing t the Crpratin. An assciate may be a student, partnership, crpratin r any ther business entity. After an applicatin fr membership is submitted t the Crpratin, the Secretary will review the applicatin. The Secretary, in its sle discretin, can accept an applicatin t membership as an assciate. The Executive Bard f Directrs shall review any applicatin rejected by the Secretary. The Executive Bard f Directrs may verride the Secretary s decisin t reject an applicatin, and accept the applicatin 6

8 fr membership. They may als apply qualifying terms and cnditins fr membership in the Crpratin, t the extent that the membership may be prbatinary r therwise less than a full membership. Sectin 4. Amendments t Admissin f Membership The eligibility and qualificatins fr membership, and the manner f and admissin int membership may be amended frm time t time by reslutins duly adpted by the Executive Bard f Directrs f the Crpratin and apprved by a simple majrity f the vting members. All such amendments relating t membership shall be affixed t the bylaws f the Crpratin and shall be deemed t be a part theref. Such amendments may prescribe, with respect t members, the amunt and manner f impsing and cllecting any initiatin fees, dues r ther fees, assessments, fines and penalties, the manner f suspensin r terminatin f membership, and fr the reinstatement f membership, and except as may hereinafter therwise be prvided, the rights, liabilities and ther incidents f membership. Sectin 5. Identificatin f Membership The Executive Bard f Directrs may cause t be issued certificates, cards r ther instruments permitted by law evidencing membership in the Crpratin. Such membership certificate, card r ther instrument shall be nn-transferable, and a statement t that effect shall be nted n the certificate, card r ther instrument. Membership certificates, cards r ther instruments, if issued, shall bear the signature r facsimile signatures f an Officer r Officers designated by the Executive Bard f Directrs and may bear the seal f the Crpratin r a facsimile theref. Sectin 6. Resignatin and Terminatin f Membership (A) Resignatin f Membership Members may resign in gd standing by sending a letter f resignatin t the Secretary. Nnrenewal f membership cnstitutes resignatin. (B) Terminatin f Membership The right r interest f a member shall nt terminate except upn the happening f any f the fllwing events: death, resignatin, expulsin, disslutin r liquidatin f the Crpratin. Membership may be subject t expulsin, suspensin r ther sanctin by the Executive Bard f Directrs f the Crpratin in the event f failure by a member t cmply with any f the bylaws, rules, regulatins r ther decisins f the Executive Bard f Directrs. Members may be remved fr cause by the Executive Bard f Directrs, such cause including, but nt limited t, nn-payment f crprate dues, if any. Sectin 7. Vting Rights f Membership A member in gd standing shall be entitled t ne vte at the General Membership Meeting, r any ther meeting requiring a vte frm membership. There shall be n vting by prxy. The vte is nt transferable t any ther persn. Except t the extent prvided by law, all ther actins shall be by a majrity f the vtes cast, prvided that the requirements f a qurum have been met The qurum shall be ten percent (10%) f the ttal f the members entitled t vte n the Recrd Date. The Executive Bard f Directrs f the Crpratin shall fix a recrd date ( Recrd Date ) fr the purpse f determining members entitled t ntice f, t vte, t express cnsent r dissent frm any prpsal withut a meeting, t determine members entitled t receive distributins r alltment f rights, r fr any ther prper purpse. Such recrd date shall be frty-five (45) days prir t the date f such meeting r cnsent r the date n which any distributins r alltment f rights, as the case may be, is t be 7

9 made. Members may request an absentee ballt in the event they are unable t attend the General Membership Meeting, any Special Meeting r therwise, by advising the Crpratin in writing at least fifteen (15) days befre the scheduled meeting. The Crpratin must receive the absentee ballt n later than three (3) days prir t the scheduled meeting. Article V Bard f Directrs Sectin 1. Cmpsitin and Qualificatins CGA will be lead and managed by a Bard f Directrs, which cnsists f the fllwing grups: (A) Executive Bard f Directrs There are seven (7) members that make up the Executive Bard f Directrs. The Executive Bard f Directrs cnsists f the fllwing grups: 1. Officers There are fur (4) members that make up the Officers. Officers are nminated by the CGA membership frm the CGA membership. Officers must remain CGA members in gd standing. The fllwing lists the elected Officer psitins within the CGA Executive Bard and the respnsibilities f thse psitins: a. President The President shall be the chief executive and administrative Officer f the Crpratin and shall have the general pwers and duties f supervisin and management f the Crpratin and shall perfrm all such ther duties as usually pertain t the ffice r are prperly required by the Executive Bard f Directrs. The President shall preside at all meetings f the Executive Bard f Directrs and member meetings. The President is als respnsible fr grwing and retaining membership and review f membership applicatins and fr cmmunity relatins activities including CGA cmmunicatins systems such as the website and related venues used fr advertising available dgs and upcming events. b. Vice President The Vice President shall, in the absence r at the request f the President, perfrm the duties and exercise the pwers f the President. The Vice President shall als have such pwers and perfrm such duties as usually pertain t the ffice r as are prperly required by the Executive Bard f Directrs. c. Secretary The Secretary shall issue ntices f all meetings f Directrs and general membership where law r these bylaws require ntices f such meetings. The Secretary shall attend all meetings f the Executive Bard f Directrs and general membership and keep the minutes theref. The Secretary shall affix the crprate seal t and sign such instruments as require the seal r Secretary s signature and shall perfrm such ther duties as usually pertain t the ffice r are required by the Executive Bard f Directrs. The Secretary shall receive and maintain the charges issued by the Elected Officers. d. Treasurer 8

10 The Treasurer shall have the care and custdy f all the mneys and securities f the Crpratin. The Treasurer shall cause t be entered in the bks f the Crpratin t be kept fr that purpse full and accurate accunts f all mneys received and paid n accunt f the Crpratin. The Treasurer shall make and sign such reprts, statements and instruments as may be required f him r her by the Executive Bard f Directrs r by the laws f the United States r f any state r cuntry, and shall perfrm such ther duties as usually pertain t the ffice r as are prperly required f the Treasurer by the Executive Bard f Directrs. 2. Crdinatrs There are three (3) members that make up the Crdinatrs. Crdinatrs are nminated by the CGA members frm the CGA membership. Crdinatrs must remain CGA members in gd standing. The Crdinatrs may cnstitute cmmittees and appint Cmmittee Chairmen with the apprval f the Executive Bard f Directrs. All Cmmittee Chairmen must abide by all charges issued by the Elected Officers. The fllwing are the Crdinatr psitins within the CGA Executive Bard f Directrs and the respnsibilities f thse psitins: a. Adptin Crdinatr The Adptin Crdinatr versees all duties regarding the greyhunds, including finding respnsible and lving hmes fr retired racing greyhunds. The Adptin Crdinatr is respnsible fr prcuring, slating, and the placement f greyhunds, as well as managing prblem dgs. The Adptin Crdinatr wrks in cncert with the Fster Crdinatr in managing returned dgs. The Adptin Crdinatr is respnsible fr rganizing any dg related subcmmittees and is respnsible fr their duties. b. Fster Crdinatr The Fster Cmmittee Chairman versees all dgs in CGA care. The Fster Crdinatr is respnsible fr prcuring; training and assisting CGA fster hmes. The Fster Crdinatr is respnsible fr prviding prfiles and phts f all dgs in fster care t the Adptin Crdinatr and Cmmunity Relatins Crdinatr fr disseminatin t the prper parties. The Fster Crdinatr wrks with the Adptin Crdinatr in prcuring and placing new dgs in fster hmes, as well as in managing returned dgs. c. Events & Vlunteer Crdinatr The Events & Vlunteer Crdinatr versees all CGA event activities, including meet and greets, special events.. The Cmmunity Relatins Crdinatr is respnsible fr rganizing any events related sub-cmmittees, and is respnsible fr their duties. The Events & Vlunteer Crdinatr is als respnsible fr recruiting and crdinatin f all CGA vlunteers. (B) Advisry Bard f Directrs There are a variable number f members that make up the Advisry Bard f Directrs. The Executive Bard f Directrs will appint the Advisry Bard f Directrs fr the purpse f advising, guiding and directing the CGA rganizatin. The Advisry Bard may hld unique qualificatins in the cmmunity, may be members f ther rganizatins, r have ther key knwledge, infrmatin, r cntacts within the cmmunity. The Advisry Bard f Directrs serves at the pleasure f the Executive Bard f Directrs. The Advisry Bard f Directrs des nt need t be members f CGA. All Advisry Bard f Directrs shall be at least 18 years f age. 9

11 Sectin 2. Electin and Term f Office The elected psitins within the Executive Bard f Directrs are as fllws: President Vice President Secretary Treasurer Adptin Crdinatr Fster Crdinatr Cmmunity Relatins Crdinatr The membership will nminate the Executive Bard f Directrs Elected Officers frm the existing CGA membership. Nminatins must be submitted by mail t the Secretary. All nminatins must be received frty-five (45) days prir t the General Membership Meeting. Prspective candidates (nminees) may submit a written statement summarizing their qualificatins, n later than the General Membership Meeting that will be prvided t the membership. The membership will vte fr the nminees at the General Membership Meeting. In the event an individual is nminated fr mre than ne ffice, that individual must chse the ffice fr which he r she wishes t seek electin. The membership will nminate and elect each Officer listed abve fr a tw-year term f ffice, r until his r her successrs are elected. The President, Treasurer and Fster Crdinatr s terms will end n dd numbered years. The Vice President, Secretary, Adptin Crdinatr and Cmmunity Relatins Crdinatr s terms will end n even numbered years. The vte will be by secret, written ballt, with a majrity f the vtes cast needed fr electin. The term fr each newly elected Officer will start at the 1 st Executive Bard f Directrs Meeting fllwing the General Membership Meeting. Current Executive Bard Members and newly elected Officers shall bth attend this meeting t help prmte a smth transitin. All materials, prperty, prcedures, and infrmatin shall be transferred at this time. The Executive Bard f Directrs may nt serve mre than five cnsecutive terms in the same psitin. In the event f a tie vte in any electin, the Executive Bard f Directrs will cast a blind (i.e. secret) vte t determine the utcme f the electin. Sectin 3. Respnsibilities The Executive Bard f Directrs shall (i) be respnsible fr the management and administratin f CGA in all respects and fr all purpses (ii) determine the cmpensatin fr any persnnel r cnsultants retained by the rganizatin (iii) have the pwer t cnduct the business f the rganizatin except that which is retained by the membership as prvided by these bylaws and (iv) be respnsible fr adptin f the annual budget. Sectin 4. Remval r Resignatin frm Office (A) Remval f an Executive Bard Member The remval f an elected r appinted fficial may be initiated, fr gd cause, by the Executive Bard f Directrs, r by a majrity f the members. Gd Cause shall include, but nt necessarily be limited t: failure t adhere t the bylaws; malfeasance; misfeasance; r nnfeasance in ffice. The recall prcess may arise and prceed in ne f the fllwing ways: 10

12 1. Initiatin f Remval by the Executive Bard f Directrs Upn mtin and vte f the Executive Bard f Directrs, the elected r appinted fficial may be suspended immediately. In the case f an appinted fficial, their ffice is then terminated. In the case f an elected fficial, the fllwing must ccur: a. Executive Bard f Directrs Mtin t Recall A simple majrity f the Executive Bard f Directrs r members must vte t place a mtin t recall n the agenda f a subsequent membership meeting r special meeting cnvened t cnsider remval f the elected fficial. The charges must be specifically stated in the mtin. b. Ntice f Mtin t Recall and Meeting t Cnsider Same The fficial wh is the subject f the recall must be infrmed as sn as pssible f the mtin and must subsequently be ffered the pprtunity t speak in his/her defense at the subsequent meeting. c. Vte n Recall Mtin At a duly cnvened membership meeting r special meeting, the members may, by a majrity vte f all members present (excluding the accused fficial): exnerate the fficial; censure the fficial; r, remve the fficial frm ffice. 2. Initiatin f Remval by the Membership a. Member Initiatin by Request Fr Remval Any members may initiate a recall by requesting that the Executive Bard f Directrs act as utlined in Sectin 4.A.1, abve. If the Executive Bard f Directrs receives a written request t initiate a recall, they must take frmal actin n the request nt later than the next regularly scheduled Bard Meeting. Frmal actin must include a vte wherein the majrity f the Executive Bard decides t: reject the request; accept the request and make a mtin t recall as utlined in utlined in Sectin 4.A.1, abve; r, table the request. b. Member Initiatin by Recall Petitin Fr any valid reasn, including dissatisfactin with the Executive Bard f Directrs actin pursuant t Sectin 4.A.2.a, a member r grup f members may initiate a recall f an elected r appinted fficial by means f a valid and acceptable petitin fr recall. Such a petitin, calling fr the recall f a particular elected r appinted fficial must cntain the names, signatures and addresses f at least a majrity f the members in gd standing at the time the petitin is submitted. One f the signers f the petitin must ntify the Executive Bard f Directrs f the existence f the petitin. The Cmmunicatin Cmmittee Chairman shall prvide a list f members entitled t vte t any member within fifteen (15) days f a written request frm a member. Hwever, upn receipt f the petitin, shall use the, then current list t determine the sufficiency f the recall petitin fr further actin. If a petitin is fund insufficient fr reasn f changes in membership the petitiner shall be furnished with a revised membership list and affrded the pprtunity t btain additinal, valid signatures. 2. Ntice f Recall Mtin and Ballt / Meeting Whether by actin f the Executive Bard f Directrs, r as a result f the submissin f a valid recall petitin, The Cmmunicatins Cmmittee shall, withut delay, advance the recall prcess. Said cmmittee must cntact the named fficial t slicit a frmal respnse. It must then annunce an electin t determine whether r nt the named fficial will be remved frm ffice. This 11

13 annuncement shall include: the recall electin rules; deadline fr requesting and submitting absentee ballts; date f the meeting; as applicable, the specific wrding f either the Executive Bard's recall mtin and reslutin r the membership petitin fr recall; and, the respnse, if any, f the fficial wh is the subject f the recall. A written ntificatin shall be mailed t the members at least frty-five (45) days prir t the recall electin and shall cntain the prpsitin t be cnsidered in the frm: "Shall (fficial's name) be recalled frm the psitin f (fficial's psitin). The named fficial has the right t be present, r t be represented by a member in gd standing, at the cunting f the ballts. A majrity f the valid ballts cast shall carry the questin. (B)Resignatin f An Official Any Directr r Officer may resign at any time by delivering written ntice t the Executive Bard. The resignatin shall be effective upn receipt theref by the Executive Bard r at a subsequent time as shall be specified in the ntice. Unless required by the terms f the ntice, acceptance shall nt be necessary t make the resignatin effective. (C) Departure frm Office Any remved, resigned r retired fficials shall turn ver all files, ffice equipment and materials pertaining t their ffices t either their successr(s), r t the President, Vice President, Secretary r Treasurer immediately. Failure t turn ver the files, equipment and ther materials f ffice may be cnsidered an act inimical t the Crpratin. Sectin 5. Cmpensatin N Officer, Directr, Chairpersn, Cmmittee Member r member f the Crpratin shall receive, directly r indirectly, salary, cmpensatin r emlument frm the Crpratin as and fr his r her rle as an Officer, Directr, Chairpersn, Cmmittee member r member. Nthing herein cntained shall be cnstrued t preclude any Officer, Directr, Chairpersn r Cmmittee Member frm serving in any ther capacity and receiving cmpensatin theref. Reasnable cmpensatin fr services actually perfrmed and reimbursement f expenses necessarily incurred in effecting ne r mre f the crprate purpses f the Crpratin may be paid t any Officer, Directr, Chairpersn, Cmmittee Member r member after cmplying with all reasnable Crprate regulatins, including, but nt limited t btaining permissin frm the Crpratin t perfrm such services and incur such expenses. Sectin 6. Vacancies A special electin shall be called t fill vacancies amng Officers f mre than three mnths. Sectin 7. Indemnificatin f Officers The Crpratin shall indemnify its Directrs, Officers and Emplyees, if any, t the fullest extent allwed by law, prvided, hwever, that it shall be within the discretin f the Executive Bard f Directrs whether t advance any funds in advance f dispsitin f any actin, suit r prceeding, and prvided further that nthing in this sectin shall be deemed t bviate the necessity f the Executive Bard f Directrs t make any determinatin that indemnificatin f the Directr, Officer r emplyee is prper under the circumstances because he has met the applicable standard f cnduct set frth in New Yrk Business Crpratin Law. Article VI Meetings Sectin 1. Executive Meetings 12

14 The Executive Bard f Directrs shall quarterly January thrugh December. A qurum f five (5) Executive Bard members, including the President (r Vice President if the President is unavailable) is required t hld a regular meeting. Meetings will start n time if a qurum is met. If a qurum is nt met after 15 minutes the meeting will be cancelled and the agenda will be transferred t the next meeting. Attendance fr Executive Bard members is mandatry. Only sufficient reasn fr absence will be acceptable r tlerated. Any absence must be cmmunicated t the President, Vice President, r Secretary befre the meeting as sn as pssible. Sectin 2. General Membership Meeting The General Membership Meeting will be held fr the purpse f electin f Executive Bard f Directrs Officers, receiving reprts f the Executive Bard f Directrs and cmmittees, and fr any ther business, which shall prperly cme befre the meeting. Ntice f the General Membership Meeting accmpanied by a detailed agenda shall be sent t members at least sixty (60) days prir t the date f the meeting. Electins shall take place at this meeting. A qurum f five (5) f the Executive Bard members, including the President (r Vice President if the President is unavailable) is required t hld the General Membership Meeting. Attendance fr Executive Bard members is expected. Only sufficient reasn fr absence will be acceptable and any absence must be cmmunicated t the President, Vice President, r Secretary befre the meeting as sn as pssible. There shall be a minimum f ne General Membership Meeting annually. Meetings f the members shall be presided ver by the fllwing Officers, in rder f senirity - President, Vice President r, if nne f the freging is in ffice r present at the meeting, by a Chairman t be chsen by a majrity f the members in attendance. The Secretary r an Assistant Secretary f the Crpratin shall act as the Secretary f every meeting. When neither the Secretary nr an Assistant Secretary is available, the Chairman may appint a Secretary f the meeting. The rder f business at all meetings f members shall be as fllws: Rll call Reading f the minutes f the preceding meeting Standing Cmmittees reprts Officer s reprts Old business New business At every meeting f members, there shall be presented a list r recrd f members as f the recrd date, certified by the Officer respnsible fr its preparatin, and upn request therefre, any member shall have the right t inspect such list r recrd at the meeting. Such list shall be evidence f the right f the persns t vte at such meeting, and all persns wh appear n such list r recrd t be members may vte at such meeting. Sectin 3. Special Meetings The Executive Bard f Directrs may call special meetings f the membership, prvided that ntice f such meetings shall be pstmarked t members at least 15 days prir t the date f the meeting. A qurum f six (6) f the Executive Bard members, including the President (r Vice President if the President is unavailable) is required t hld a special meeting. Ntice shall include the specific business t be cnducted at the meeting and the list f nminees if applicable. All rules gverning the General Membership Meeting r any ther membership meeting apply. Article VII Cmmittees Sectin 1. Special Cmmittees 13

15 The Executive Bard f Directrs may appint Special Cmmittees. Charges t Special Cmmittees shall be in writing. Article VIII Parliamentary Authrity Sectin 1. Rbert s Rules Rbert s Rules f Order, Newly Revised, latest editin, shall gvern CGA in all cases t which they are applicable and in which they are nt incnsistent with these bylaws and any special rules f rder the rganizatin may adpt. Article IX Miscellaneus Sectin 1. Amendments (A) Members These bylaws shall be subject t alteratin r repeal, and new bylaws may be made by a tw-thirds (2/3) vte f members present at any General Membership Meeting r special meeting, prvided that a qurum is present and prvided that written ntice f the prpsed amendment shall have been given t the membership. The ntice shall include the cmplete text f the prpsed amendment r alteratin. Sectin 2. Effective Date f Amendments Amendments t these bylaws shall take effect at the adjurnment f the meeting at which they are adpted unless therwise prvided. Sectin 3. Disslutin The Crpratin may be disslved upn a vte f tw-thirds (2/3) f the Executive Bard f Directrs and the members. Sectin 4. Crprate Recrds The Crpratin shall keep at the apprpriate ffice f the Crpratin cmplete and crrect recrds and bks f accunt, and shall keep minutes f the prceedings f the members, the Executive Bard f Directrs, r any Standing Cmmittee appinted by the Executive Bard f Directrs, as well as a list r recrd cntaining the names and address f all members. Sectin 5. Crprate Seal The crprate seal shall be in such frm, as the Executive Bard f Directrs shall frm time t time prescribe. Sectin 6. Fiscal Year The Executive Bard f Directrs frm time t time shall fix the fiscal year f the Crpratin, subject t applicable law. 14