Annual Meeting
3.01 There shall be an annual meeting of the Corporation (the “Annual Meeting”), to be held, whenever practicable, preferably at the same time and place of that as V.M. Goldschmidt Conference. At the Annual Meeting, the members shall elect individuals to fill the offices of those Directors and/or Officers whose terms will expire, and transact any other business that may come before the meeting. If, in any year, the election of Directors and/or Officers is not held on the day designated for the Annual Meeting, or at any adjournment of the Annual Meeting, the Board shall call a special meeting of the members as soon thereafter as possible to conduct the election of Directors and/or Officers. Alternatively, the slate of new officer and director candidates recommended by the Nominating Committee and approved by the Board of Directors may be presented to the membership for acceptance, and published in the Society’s newsletter at least four (4) months prior to their taking office. The membership may bring forward additional candidates, in which case a formal election by the full membership will be conducted. Special Meeting
3.02 Special meetings of the members may be called by the President, the Board, or not less than one tenth of the members. Place of Meeting
3.03 The Board may designate any place, either within or without the State of Texas, as the location of the Annual Meeting or for any special meeting called by the Board. If the Board does not designate the place of the meeting, the meeting shall be held at the registered office of the Corporation. Notice of Meeting
3.04 Written or printed notice of any meeting of members, including the Annual Meeting, shall be delivered to each member not less than ten (10) nor more than fifty (50) days before the date of the meeting. The notice shall state the place, day and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the President or Secretary of the Corporation, or the Officers or persons calling the meeting. If all of the members meet and consent to the holding of a meeting, any corporate action may be taken at the meeting regardless of a lack of proper notice. Quorum
3.05 The members holding one tenth of the votes that may be cast at a meeting, attending in person or by proxy, shall constitute a quorum at that meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the members present may adjourn and reconvene one time without further notice. Actions of Membership
3.06 The membership shall try to act by consensus. However, the vote of a majority of voting members in good standing, and entitled to vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of the membership unless the vote of a greater number is required by law or the By-Laws. A member in good standing is one who has met eligibility requirements, paid all required fees and dues and is not suspended as of the date of the meeting. Proxies
3.07 A member may vote by proxy executed in writing by the member. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Electronic Voting
3.08 The Board may authorize members to vote by email or by web-based election on the election of Officers and Directors and any other matter that may be voted on by the members [hereafter referred to as “electronic voting”.]
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