Page:United States Statutes at Large Volume 76.djvu/320

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PUBLIC LAW 87-569-AUG. 6, 1962

[76 STAT.

MEETINOS OF MEMBERS

SEC. 14. (a) Meetings of members may be held at such place withm or without the District of Columbia as may be provided in the bylaws or, where not inconsistent with the bylaws, m the notice of the meeting. (b) An annual meeting of the members shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. (c) Special meetings of the members may be called by the president, the secretary, the board of directors, or by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. I n the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having at least one-twentieth of the votes entitled to be cast at such meeting. NOTICE o r MEMBERS' MEETINGS

SEC. 15. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, in the absence of a provision in the bylaws specifying a different period of notice, be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at.such meeting. I f mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. VOTING

SEC. 16. (a) Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of incorporation. (b) A member may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where the articles of incorporation or the bylaws so provide, voting on all matters, including the election of directors or officers where they are to be elected by the members, may be conducted by mail. (c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates. (d) If a corporation has no members or if the members have no right to vote, the directors shall have the sole voting power and shall have all of the authority and may take any action herein permitted members. QUORUM

SEC. IT. (a) The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the n u m b e r or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. I n the absence of any such provision, members having at least one-tenth of

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