Article Six
Meeting of Members
Article 6 Section 6.1 Annual Meetings: Annual meetings of the members shall be held on the third (3rd) Sunday of July in each year, for the purpose of electing directors and alternates and for the transaction of such other business as may come before the meeting. All meetings shall be held at a location within or without the Commonwealth of Pennsylvania, said location and the time of the meeting to be determined by the Board of Directors or the membership. Section 6.2 Special Meetings: Special meetings of the members may be called at any time by the President or by the Board of Directors or by written request of members who are entitled to vote, provided said written request contains the signatures of fifty (50) or more members of the Association. Section 6.3 Notice of Meetings: Written notice of each meeting of the members shall be given by or at the direction of the Secretary or person authorized to call the meeting by mailing a copy of such notice, postage prepaid at least twenty-one (21) days before such meeting to each member, addressed to the member's address last appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes of the meeting. It shall be the duty of the Secretary to call such a meeting within thirty (30) days after such demand. Section 6.4 No business other than that specified in the call of the meeting shall be transacted at any special meeting of the Association. Section 6.5 Quorum: The presence of twenty-five (25) members, either in person or by proxy, shall constitute a quorum at annual and special meetings. A lesser number of votes shall require an adjournment to some future time not less than twenty-one days thereafter. The Secretary shall give notice to each absentee member of the adjourned meeting and advise of the date of the rescheduled meeting at least fourteen (14) days prior to such meeting. Section 6.6 Proxies: At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and signed and dated, and filed with the Secretary before the meeting or at the meeting when called for. All proxies may be represented, participate and vote for all questions, matters or business that come up at the membership meetings. Every proxy shall be revocable and shall automatically cease upon termination of the membership of the member issuing the proxy. Proxies may be exercised only at the first meeting after which said proxy is issued unless otherwise clearly authorized therein. Board solicited proxies assigned to the directors shall be voted as follows: A. All Board solicited proxies filed with the Secretary and assigned to the directors shall be distributed, as evenly as possible, among the directors who are present at the Membership Meeting. Each director shall vote on behalf of the members whose proxies he or she holds, on all matters that come up on the floor. B. All Board solicited proxies, which have been only signed and dated, but contain no mark of voting preference or direction by the member, shall be voted as follows: (1) For election of directors and alternates: As each director desires. (2) For stated questions or proposed resolutions accompanying the voting or proxy materials or the notice of the meeting: In accordance with the Board's recommendation, if any; otherwise, as the director desires. C. Board solicited proxies, signed and dated, and which contain a mark or designation of the voting preference or direction of the member, shall be voted as follows: (1) For election of directors and alternates: If any persons are clearly designated by name on the proxy for the position of director or alternate, the votes will only be cast for those persons so designated, and all ambiguous marks or undesignated names shall be disregarded. (2) For stated questions or proposed resolutions accompanying the proxy materials or the notice of the meeting: If any resolution or question stated on or with the voting or proxy materials is marked to clearly designate the voting preference or direction of the member, only those so marked will be voted in accordance with that preference or direction, and all unmarked resolutions or questions stated or unclearly marked preferences or direction shall be disregarded. Section 6.7 All meetings shall be conducted in accordance with Roberts Rules of Order.
