Chapter 3 Membership Meetings

3.1       A monthly meeting of members shall be held at 7:00 p.m. on the third Monday of each month at Williams City Hall, 810 E Street, Williams, California, unless the board cancels a monthly meeting or fixes another date or time and so notifies members.

3.2       Meetings of the members may be held at any place within Colusa County designated by the board or by the written consent of all members entitled to vote at the meeting,

given before or after the meeting. In the absence of any such designation, membership meetings shall be held at the corporation’s principal office.

3.3       The board or the chair of the board or five percent or more of the members, may call a special meeting of the members for any lawful purpose at any time in accordance with the procedure in the Nonprofit Corporation Law.

3.4       Special membership meetings may be called as provided in the Nonprofit Corporation Law.

3.5       Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. For the annual June meeting, the notice shall state the matters that the board, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.

3.6       Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to the address given by the member to the corporation for purposes of notice. If no address appears on the corporations books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or facsimile or other written communication to the corporation’s principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.  An affidavit of the mailing of any notice of any members meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the corporations minute book.

3.7       Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:  (a) removing a director without cause; (b) filling vacancies on the board; (c) amending the articles of incorporation; or (d) electing to wind up and dissolve the corporation.

3.8       Fifty percent of the Regular and Senior members on the active list shall constitute a quorum for the transaction of business at any meeting of members.

3.9       All Regular and Senior members in good standing on the date of the vote shall be entitled to vote at any meeting of members; provided, however, that only Regular and Senior members shall be entitled to vote on the matters described in section 2.2.Cadets and Probationary members shall not vote on any item. Voting will be by ballot. Each member entitled to vote may cast one vote on each matter submitted to a vote of the members.  The affirmative vote of a majority of a quorum of members at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Mutual Benefit Corporation Law.  Voting will be by ballot for board officers, and command staff.

3.10     The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in Section 2.2 of these bylaws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  A members attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

3.11     Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the members.

3.12     Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including ballots that are marked “withhold” or otherwise indicating that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.  A written ballot may not be revoked.  All written ballots shall be filed with the secretary of the corporation and maintained in the corporate records.

3.13     Any membership meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a membership meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.