NAVA
Bylaws
BYLAWS OF THE NORTH AMERICAN VEXILLOLOGICAL ASSOCIATION
CHAPTER 4. MEETINGS
§ 4.01. Annual meeting.
| (a) An annual meeting of the voting members
shall be held in conjunction with the annual
convention normally held in October of each year,
for the purpose of electing officers, approving
the annual budget, and for the transaction of
such other business as may come before the
meeting. |
| (b) The executive board shall set the place,
day, and hour of the annual meeting by
resolution. If no designation is made, the place,
day, and hour of the annual meeting shall be at
the registered office of the association in the
State of Illinois, on the second Saturday in
October at 2:00 p.m. |
§ 4.02. Special meetings.
| Special meetings of the voting members may be
called by the president or the executive board,
and shall be called upon the written request of
twenty-five voting members. |
§ 4.03. Informal action by voting members.
(a) Any action required by the Act to be
taken at any annual or special meeting, or any
action that may be taken at any annual or special
meeting, may be taken without a meeting and
without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by
either:
| (1) all of the voting members; or |
| (2) the voting members having not
less than the minimum number of votes
that would be necessary to authorize or
take such action at a meeting at which
all voting members were present and
voting. |
|
(b) If such consent is signed by less than
all of the voting members, then such consent
shall become effective only:
| (1) if, at least five days before the
effective date of such consent, a notice
in writing of the proposed action is
delivered to all voting members; and |
| (2) if, after the effective date of
such consent, prompt notice in writing of
the taking of the corporate action
without a meeting is delivered to those
voting members who have not consented in
writing. |
|
§ 4.04. Notice of meeting.
| (a) The secretary shall deliver, either
personally or by mail, written notice of the
place, day, and hour of any annual or special
meeting to all voting and nonvoting members not
less than thirty, nor more than sixty days before
the date of the meeting. |
| (b) In case of a special meeting or when
required by the Act or section 5.13 or other
provision of these bylaws, the purpose or
purposes for which the meeting is called shall be
stated in the notice. |
| (c) If mailed, the notice of a meeting shall
be deemed to be delivered when deposited in the
United States or Canadian mail addressed to the
member at the member's address as it appears on
the records of the association, with first class
postage prepaid. |
§ 4.05. Waiver of notice.
| (a) Whenever any notice is required to be
given under the provisions of the Act, the
articles of incorporation, or these bylaws, a
waiver thereof in writing signed by the persons
or persons entitled to such notice, whether
before or after the time stated, shall be deemed
equivalent to the giving of such notice. |
| (b) Attendance at any meeting shall
constitute waiver of notice thereof unless the
person at the meeting objects to the holding of
the meeting because proper notice was not given. |
§ 4.06. Fixing record date for voting.
| (a) The record date to determine the voting
members shall be fifteen days before any annual or
special meeting. |
| (b) The treasurer shall submit the roster of
voting members on the record date to the president
at least 24 hours before any annual or special meeting.
The roster shall be used as required to identify voting
members and, in the case of a special meeting, to determine
the quorum in accordance with section 4.10(b). |
§ 4.07. Inspectors.
| (a) At any annual or special meeting, the
president may, or upon the request of any voting
member shall, appoint one or more individuals as
inspectors for such meeting. |
(b) Such inspectors shall:
| (1) ascertain and report the number
of votes represented at the meeting; |
| (2) count all votes and report the
results; and |
| (3) do such other acts as are proper
to conduct the election and voting with
impartiality and fairness to all voting
members. |
|
| (c) Each report of an inspector shall be in
writing and signed by him or her, or by a
majority of them if there is more than one
inspector acting at such meeting. |
| (d) If there is more than one inspector, the
report of the majority shall be the report of the
inspectors. |
§ 4.08. Voting.
| (a) Only voting members physically present at
an annual or special meeting may vote. |
| (b) Each voting member shall be entitled to
one vote on each matter submitted to a vote of
the members. |
| (c) If an individual has been designated as the
representative of one or more organizational members
in accordance with section 3.05(b), he/she shall be
entitled to cast one vote for each organizational
member that he/she represents. If the individual
is also an active member, such votes shall be in
addition to his/her personal vote. |
§ 4.09. Proxies.
| Proxy voting shall not be
permitted. |
§ 4.10. Quorum and determination of voting result.
| (a) The voting members present at an annual
meeting shall constitute a quorum. |
| (b) Ten voting members or five percent of the
voting members, whichever is greater, shall
constitute a quorum at a special meeting. |
| (c) The affirmative vote of a majority of voting
members present and voting shall be an act of the
members, unless a two-thirds or other vote is
specified by the Act or these bylaws. |
§ 4.11. Parliamentary authority.
| (a) All annual or special meetings shall be
conducted according to the current edition of
Robert's Rules of Order Newly Revised, to the
extent that it does not conflict with the Act,
other law, the articles of incorporation, and
these bylaws. |
| Adopted: |
November 18, 1967 |
| Last Amended: |
October 10, 2004 |
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