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17 <br /> financial statement of income and expenses; and to conduct such other <br /> business as may be properly brought before the meeting. <br /> 2. Regular Meetings: <br /> a. The Board of Directors shall meet at least four times a year (including the <br /> Annual Meeting) at a date and time chosen by the Directors. <br /> b. The Board Chair shall send, or cause to be sent, notice of the time and <br /> place of the meetings to all Directors. <br /> i. Notice must be sent at least ten (10) days in advance of the <br /> meeting. <br /> 3. Special Meetings: <br /> a. The Chair or any Director may call a special meeting when she/he deems <br /> it to be in the best interest of the Corporation. <br /> b. Notices of such meetings shall be sent at least thirty-six (36) hours before <br /> the scheduled time. Such notice shall state the reason for the meeting, the <br /> business to be transacted at the meeting, the time and place of the meeting, <br /> and who called the meeting. <br /> c. No other business but that specified in the notice may be conducted at the <br /> special meeting unless by unanimous consent of all those present at the <br /> meeting. <br /> 4. Alternatives: <br /> a. Participation in meetings may be by teleconference, or any other means by <br /> which each Director may hear other participating Directors. <br /> 5. Action without a meeting: <br /> a. Additionally, resolutions of the Board of Directors can be passed without a <br /> meeting, provided that all members of the Board of Directors consent to <br /> the resolution in writing. <br /> Article V—Quorum <br /> 1. Forty percent (40%) of the Directors shall constitute a quorum and be necessary <br /> to conduct the business of the Corporation. <br /> Article VI—Voting <br /> 1. Voting Methods: <br /> a. At all meetings, all votes shall be by voice. The Secretary shall make a <br /> record of all votes. <br /> b. At any annual, regular, or special meeting, if a majority so requires, any <br /> question may be voted on by anonymous ballot, subject to procedures to <br /> be approved by a majority of the Directors. <br /> 2. Special Voting <br /> a. The following matters shall require a two-thirds (2/3) majority vote: <br /> i. Dissolution of the Corporation <br /> ii. Changes to the Bylaws <br /> iii. Removal of a Board Director or Officer <br /> 3. Each Director shall have one vote and such voting may not be done by proxy. <br /> 3 <br />