Section 1. Annual Membership Meeting – There shall be an annual meeting of the Association membership during the month of January or February. At this meeting, the Board of Directors will also meet for the purpose of receiving annual reports of the previous year and for the transaction of other Association business.
Section 2. Special Membership Meetings
- Authorized Persons Who May Call a Meeting – A special meeting of the members may be called at any time by the following: the Board of Directors, the President of the corporation, or five percent (5%) or more of the members.
- Meetings Called by Members – If a special meeting is called by members other than the president, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail to the president, vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of these Bylaws, that a meeting will be held, and the date for such meeting, which date shall be not less that thirty-five(35) nor more than ninety(90) days following the receipt of the request. If the notice is not given within the twenty(20) days after receipt of the request the persons entitled to call the meeting may give the notice.
- Meetings Called by Board – Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a meeting of members may be held when the meeting is called by action of the Board of Directors.
Section 3. Notice of Members Meetings
- Manner of Giving Notice. Notice of any meeting shall be given by first class mail not less than ten(10) nor more than ninety(90) days before the date of the meeting to all members who on the record date for notice of the meeting are entitled to vote thereat. The record date shall be determined by the Board of Directors of the Association. Notice shall be deemed to have been given at the time when deposited in the mail. The notice may also be published in the AMA newsletter at least thirty(30) days prior to the meeting to be deemed proper notice.
- Content of General Notice. The notice shall specify the place, date, and hour of the meeting and: (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may, in that case, be transacted; or (2) in the case of the annual meetings, those matters which the Board of Directors, at the time of giving such notice, intends to present for action by the members.
- Agenda Items Requiring Notice. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless approved unanimously by those entitled to vote or a written waiver of notice states the general nature of the proposal(s).
- Removing a director without cause.
- Filling vacancies on the Board of Directors by the members.
- Amending the Articles of Incorporation or the Bylaws of the association.
- Voluntarily dissolving the association.
- Any application, use, loan and transfer of any substantial portion of the assets of the association.
- Approving a contract or transaction in which a director has a material financial interest.
- Approving a plan of distribution of assets, other than cash, in liquidation when the association has more than one class of membership outstanding.
- Election of Honorary Life Members.
- Election of animals to the Hall of Fame.
- Affidavit of Mailing Notice. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the secretary, assistant secretary, or any other party designated to act on their behalf by the board of the corporation giving the notice and if so executed shall be filed and maintained in the minute book of the corporation.
Section 4. Voting
- Eligibility to Vote. If a record date is fixed for a meeting, then only members as of such date are entitled to vote. Members who are otherwise eligible to vote as of the day of a meeting or an adjourned meeting shall likewise be entitled to vote at that meeting.
- Manner of Casting Votes. Voting may be by voice ballot.
- Voting. Each voting member shall have one vote. Cumulative voting shall not be allowed with respect to voting for any matter which may be decided upon by the members. In voting each member shall have one vote for each position and may not accumulate votes.
- Requirement for Majority Represented. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless the vote of a greater number is required under these Bylaws.
Section 5. Adjourned Meeting – Any members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. But in the absence of a quorum, no other business can be transacted at the meeting, except as provided in this Article. When a members’ meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting in which the adjournment is taken. At the adjourned meeting the association may transact any business which might have been transacted at the original meeting. If the adjournment is for more that forty-five(45) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.
Section 6. Waiver of Notice or Consent by Absent Members
- Written Waiver or Consent. The transactions of any meeting of members, either annual or special, however called or noticed, and however held, shall be as valid as though taken at a meeting duly held after regular call and notice. If a quorum be present in person, and if, either before or after the meeting, each person entitled to vote who was not present in person, signs a written waiver of notice or consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Article VIII, Section 3(c) the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
- Waiver by Attendance. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
Section 7. Quorum – The presence of at least twenty(20) of the members of this association, entitled to vote at any meeting, shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 8. Chairman – At all meetings of the members, the president of the association or his designees shall preside.