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meeting is called.  Unless otherwise provided by law, the certificate of incorporation or these
               Bylaws, the written notice of any meeting shall be given not less than twenty nor more than sixty
               days before the date of the meeting to each member entitled to vote at such meeting.  If mailed, such
               notice shall be deemed to be given when deposited in the United States mail, postage prepaid,
               directed to the member at his address as it appears on the records of the Co-op.

                       Section 3.4. Waiver of Notice by Attendance.  Attendance at a meeting, whether annual or
               special, shall be a waiver of notice, unless attendance is expressly for the purpose of objecting, at the
               beginning of the meeting, to the transaction of any business because the meeting is not lawfully
               called or convened.

                       Section 3.5. Adjournments.  Any meeting of members, annual or special, may adjourn from
               time to time to reconvene at the same or some other place, and notice need not be given of any such
               adjourned  meeting  if the time and place thereof are announced at the meeting at which the
               adjournment is taken.  At the adjourned meeting the Co-op may transact any business which might
               have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if
               after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned
               meeting shall be given to each member of record entitled to vote at the meeting.

                       Section 3.6. Quorum.  Presence in person or by proxy of members representing a majority of
               the members entitled to vote at such meeting shall constitute a quorum at such meeting.  A quorum
               shall not be lost by the departure of members before adjournment.

                       Section 3.7. Voting.  Except as otherwise provided in these Bylaws or required by law, the
               affirmative vote of a majority of the members present in person or by proxy at a meeting at which a
               quorum is in attendance shall be necessary to decide in favor of any matter properly submitted to the
               meeting.

                       Section 3.8. Organization.  Meetings of members shall be presided over by the Chairman of
               the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by a
               chairman designated by the Board of Directors, or in the absence of such designation by a chairman
               chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in his absence the
               chairman of the meeting may appoint any person to act as secretary of the meeting.  The chairman of
               the meeting shall announce at the meeting of members the date and time of the opening and the
               closing of the polls for each matter upon which the members will vote.

                       Section 3.9. Who Entitled to Vote; Proxies.  Each member owning a share of Common
               Stock shall be entitled to one vote in person or by proxy upon each matter on which such member is
               entitled to vote.  Proxies shall be valid only if signed by the member, dated and filed with the
               Secretary of the Co-op prior to or at the meeting in which it is given.  No proxy shall be irrevocable
               and any proxy may be revoked at any time in writing or in person at the meeting for which it was
               given.  No Proxy shall be voted or acted upon after one year from its date.





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