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Article VIII
Membership Meetings
8.1 Place of Meetings. Meetings of the membership shall be held at the place, within or without the State of Idaho, that shall be designated by the Board of Directors upon proper notice. Membership meetings shall be presided over by the director appointed as Chairman of the Board, or by the vice-chairman in his absence.
8.2 Annual Membership Meeting. An annual meeting of the membership shall be held concurrent with the national conference, on a day and time determined by the Board of Directors.
8.3 Special Meetings. Special meetings of the membership, other than the annual meeting, may be called by the Chairman of the Association, by a majority of the Board of Directors, or by at least one-fifth (1/5) of all the members entitled to vote at the meeting.
8.4 Notice. Not sooner than fifty (50) days prior to the meeting, and not later than ten (10) days prior to the meeting, the Board of Directors, the Chairman, the Secretary, or such other person calling the meeting, shall provide the membership with written notice of the meeting, which notice shall set forth the place, date, day and hour of the meeting. Notice of special meetings of the membership shall also set forth the purpose or purposes of such meeting. Said notice shall be delivered to the membership by mail or personally.
8.5 Waiver of Notice
(a) A member may waive notice of the meeting, either before or after the meeting, if such waiver is in writing and signed by the member, and the waiver shall be deemed the equivalent of giving such notice.
(b) Attendance of a member at a membership meeting, either in person or by proxy, shall constitute waiver of notice, unless the member attends for the express purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened.
8.6 Voting Rights. Each member of this Association shall be entitled to one (1) vote on each matter submitted to a vote at each membership meeting.
8.7 Proxies. A member entitled to vote may do so either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. A validly executed proxy shall remain in full force and effect unless and until (i) it is revoked by the person executing it; or (ii) the expiration of eleven (11) months from the date of the execution of the proxy, unless the proxy otherwise provides.
8.8 Quorum. The presence in person or by proxy of a majority of the members entitled to vote at the subject meeting of the membership shall constitute a quorum for the transaction of business. The members present at a duly constituted meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members represented at the meeting. In no event shall a quorum consist of less than one-third (1/3) of the members entitled to vote at the meeting.
8.9 Membership Consent By Written Action Without A Meeting. Any action required by law or by these bylaws to be taken at a meeting of the membership, or any action which may be taken at a meeting of the membership, may be taken without a meeting of the membership if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the membership.