Page 54 - Membership Briefing - Phase One 2016-2017
P. 54
2016/2017 Phase One – A Global Presence
ARTICLE 5 - DUES AND ASSESSMENTS
Section 1. Dues. Dues shall be determined by the Board of Directors from time to time. Dues shall vary by
membership classification. Dues shall be payable according to policies established by the Board of
Directors.
Section 2. Assessments. Assessments may be determined and levied by the Board of Directors from time
to time by resolution adopted by the Board of Directors. Assessments shall be due and payable as specified
in the resolution. No assessment shall exceed 25% of the dues paid for the current fiscal year without the
vote of more than 50% of the members. The assessment will be based upon the size and type of the
member.
ARTICLE 6 - BOARD OF DIRECTORS
Section 1. General Powers. Subject to the limitations of the Certificate of Incorporation, these By-laws,
and the Delaware Corporation Act concerning corporate action that must be authorized or approved by
the Members of the Corporation, all corporate powers shall be exercised by or under the authority of the
Board of Directors, and the management and affairs of the Corporation shall be controlled by the Board
of Directors. Wherever used in these By-laws, the word “Board” shall mean the Board of Directors.
Section 2. Number and Qualification. The number of Directors shall be no less than five (5) nor greater
than ten (10), each of whom must be a representative of a Full Member except the President of the
Corporation.
Section 3. [RESERVED]
Section 4. Annual Meetings. The Board of Directors shall hold its annual meeting at the same place as and
immediately following each annual meeting of Members for the purpose of the election of Officers and
the transaction of such other business as may come before the meeting. If a majority of the Directors are
present at the annual meeting of Members, no prior notice of the annual meeting of the Board of Directors
shall be required. However, another place and time for such meeting may be fixed by written consent by
a majority of the Directors.
Section 5. Regular Meetings. Meetings of the Board of Directors shall be held at least once a year. Regular
meetings may be held at such time and place as shall be determined by the majority of the Board.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chair, the
President, or any three (3) Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix a reasonable time and place for holding them.
Section 7. Telephone and Video Meetings. Directors may participate in meetings of the Board of Directors
by means of a telephone or video conference. Participation by such means shall constitute presence in
person at such a meeting.
Section 8. Action without Meeting. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if all the members of the
52
ARTICLE 5 - DUES AND ASSESSMENTS
Section 1. Dues. Dues shall be determined by the Board of Directors from time to time. Dues shall vary by
membership classification. Dues shall be payable according to policies established by the Board of
Directors.
Section 2. Assessments. Assessments may be determined and levied by the Board of Directors from time
to time by resolution adopted by the Board of Directors. Assessments shall be due and payable as specified
in the resolution. No assessment shall exceed 25% of the dues paid for the current fiscal year without the
vote of more than 50% of the members. The assessment will be based upon the size and type of the
member.
ARTICLE 6 - BOARD OF DIRECTORS
Section 1. General Powers. Subject to the limitations of the Certificate of Incorporation, these By-laws,
and the Delaware Corporation Act concerning corporate action that must be authorized or approved by
the Members of the Corporation, all corporate powers shall be exercised by or under the authority of the
Board of Directors, and the management and affairs of the Corporation shall be controlled by the Board
of Directors. Wherever used in these By-laws, the word “Board” shall mean the Board of Directors.
Section 2. Number and Qualification. The number of Directors shall be no less than five (5) nor greater
than ten (10), each of whom must be a representative of a Full Member except the President of the
Corporation.
Section 3. [RESERVED]
Section 4. Annual Meetings. The Board of Directors shall hold its annual meeting at the same place as and
immediately following each annual meeting of Members for the purpose of the election of Officers and
the transaction of such other business as may come before the meeting. If a majority of the Directors are
present at the annual meeting of Members, no prior notice of the annual meeting of the Board of Directors
shall be required. However, another place and time for such meeting may be fixed by written consent by
a majority of the Directors.
Section 5. Regular Meetings. Meetings of the Board of Directors shall be held at least once a year. Regular
meetings may be held at such time and place as shall be determined by the majority of the Board.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chair, the
President, or any three (3) Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix a reasonable time and place for holding them.
Section 7. Telephone and Video Meetings. Directors may participate in meetings of the Board of Directors
by means of a telephone or video conference. Participation by such means shall constitute presence in
person at such a meeting.
Section 8. Action without Meeting. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if all the members of the
52
