Meeting by Telephone
13.01 The members, Board, and any committee of the Corporation may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting. Decision Without Meeting
13.02 Any decision required or permitted to be made at a meeting of the members, Board, or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter or if consent to the decision is validated by email response by all of the persons entitled to vote on the matter. The original signed consents or email responses shall be placed in the Corporation minute book and kept with the Corporation's records. Voting by Proxy
13.03 A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy is delivered to the Officer presiding at the meeting before the business of the meeting begins. The Secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy shall not be effective for that meeting. A proxy filed with the Secretary or other designated Officer shall remain in force and effect until the first of the following occurs: (a) An instrument revoking the proxy is delivered to the Secretary or other designated Officer.
(b) The proxy authority expires under the terms of the proxy.
(c) The proxy authority expires under the terms of the By-Laws.
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