Proposed Article VII

 

ARTICLE VII – MEETINGS

 

SECTION 1 - Annual Meeting of the Membership

 

An annual meeting of Members of the USCAP shall be held at a time and place  determined by the USCAP Board, unless there are conditions, as determined by the Board, such as war, natural disaster, or financial exigency,  which make the holding of such an annual meeting impractical. Cancellation or postponement of annual meetings, however, will not extend the terms of Board members or officers. 

 

The Annual Meeting program for the corporation shall be in two (2) parts:

 

1. An Educational Meeting, including all scientific and instructional sessions; and,

 

2.  A Business Meeting, presided over by the President and conducted in accordance with Sturgis Standard Code of Parliamentary Procedure. The minutes of the business part of the annual meeting will be published in a newsletter or otherwise made available to the membership. 

 

SECTION 2- Meetings of the Board

 

The Board shall meet at least twice annually at such times and places as are determined from year to year by the Board.  These meetings may be in person, by telephone, or by electronic means provided that all members of the Board participating in the meeting are able to hear each other at the same time. 

 

SECTION 3 - Special Meetings

 

Special meetings of the Membership may be called at the discretion of the President with the consent of a majority of the Board, but shall be called by the President upon the written request of 10% or more of the Members having voting rights, such meetings to be held at a time and place determined by the Board.   Written or printed notice stating the purpose(s), place, day and hour of the special meeting shall be sent to each Member not less than thirty (30) days before the date of such meeting.

 

Special meetings of the Board may be called at any time by the President and shall be called by him/her upon the written request of 20% of the board members in office at the time of the meeting. Written, printed, telephonic or electronic notice stating the place, day and hour of the special meeting shall be transmitted to each Board Member  not less than ten (10) days before the date of such meeting. 

Such meetings may be held in person, by telephone or electronic means provided that all members of the Board participating in the meeting are able to hear each other at the same time.

 

Special meetings of the Executive Committee may be called at any time by the President, or by any three (3) members of the Executive Committee.   Such meetings may be held in person, by telephone or electronic means provided that all members of the Board participating in the meeting are able to hear each other at the same time.

 

SECTION 4 - Quorum and Voting

 

Membership Meetings:  Thirty (30) members present in person, at least four (4) of whom shall be Board members, constitute a quorum for the transaction of business at any annual or special meeting of the Membership. Only members present in person may vote.

 

Board Meetings:  The majority of Board members in office at the time of the meeting shall constitute a quorum for the transaction of business at any semi-annual or special meeting of the USCAP Board. Only Board members present in person may vote, with these exceptions: a Board member present by means of conference telephone or similar communication equipment that allows all persons participating in the meeting to hear each other at the same time, shall  be deemed present in person and permitted to vote at such meeting.  The Secretary shall indicate in the official minutes of the meeting the means by which each qualified Director attended each meeting.

 

Executive Committee Meetings: The majority of the officers in office at the time of the meeting, at least one of which shall be the President or President-Elect, or his or her designee, shall constitute a quorum for the transaction of business at any meeting. Members of the Executive Committee may vote under exactly the same requirements stipulated above for Board meetings.

 

SECTION 5 - Voting in Absence of Meeting

 

The Board is empowered to submit matters by mail or electronic ballot to the voting membership for action.  Except for elections and amendments to the Bylaws, both of which are discussed and regulated elsewhere in these Bylaws, approval by ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting.