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By-Laws – Article III
Regular Membership Meetings
Section 1. Annual Meeting. A meeting of the Regular Members of the Association may be held annually for the consideration and purpose of such matters as the Board may determine to bring before the membership. Such an annual meeting shall be held during the fiscal year and after the last business day of March at such date as shall be fixed by the Board. The meeting will be conducted electronically in the form of a web cast or a dial-in telephone conference call so long as all Regular Members and all members of the Board can hear each other during appropriate debate. Voting on a web cast or conference call is permitted provided that a majority of the Board are logged into the web cast or on the call.
Section 2. Special Meetings. Special meetings of Regular Members shall be held via web cast or dial-in conference call, as may be designated in the notice of said meetings, upon call of the President or the Board, either at their own request or upon written petition by at least one-third of the Regular Members. Any such request shall state the purposes for which such meeting is called.
Section 3. Notice of Meetings. Written notice of each meeting of the Regular Membership of the Association shall be given to each Regular Member except that no notice of an adjourned meeting need be given except where required by law. Each notice of a meeting shall be given in person or by mail or email not less than 30 nor more than 60 days before the date of the meeting and shall state the time and place of the meeting and the purposes for which the meeting is called. If mailed or emailed, notice shall be considered given when mailed or emailed to a Regular Member at the address listed on the Association’s records.
Section 4. Quorum. The Regular Members, whether present in person or represented by written proxy, who hold a majority of the votes that may be cast by Regular Members shall constitute a quorum for the transaction of business at all meetings of the membership except as otherwise required by statute, by the Articles of Incorporation, or by these By-laws. A quorum established at the commencement of a meeting of the Regular Members shall be sufficient for the duration of such meeting. If a quorum is not present or represented at any meeting of the membership, the Regular Members who hold a majority of the votes that may be cast by Regular Members, present in person or represented by written proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 120 days or the new date, time, and place is not announced before adjournment, a notice of the adjourned meeting shall be given to each Regular Member. Participation in the meeting by means of a web cast or telephone conference shall constitute presence in person.
Section 5. Voting. When a quorum is present at any meeting, a majority of the votes held by Regular Members present in person or represented by written proxy shall decide all other matters brought before such meeting, unless an express provision of law, the Articles of Incorporation or these By-laws require a different vote, in which case such express provision shall govern and control the decision of the matter. Each Regular Member shall at every meeting of the membership be entitled to one vote in person or by proxy. No proxy shall be voted or acted upon after 11 months from its date, unless otherwise provided in the proxy. No Regular Members shall vote more than two proxies (in addition to such Regular Member’s own voting rights) on any particular issue or question. Proxies may only be granted to Regular Members. Only Regular Members shall be entitled to vote at meetings of the membership.
Section 6. List of Members. The Association shall keep at its registered office or principal place of business a record of Members, giving their names, addresses, and, if applicable, e-mail addresses. The Association shall maintain the confidentiality of the membership list and shall not release or otherwise disclose its contents to third parties, including Starwood and its affiliates. The officer who has charge of the membership records of the Association shall prepare and make, before every meeting of the membership or any adjournment thereof, a complete list of the Regular Members entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order. A designated representative of any Regular Member may inspect the membership list at the Association’s office, provided that the representative signs a confidentiality agreement agreeing to not disclose its contents (including the names of Members or the number of total Members) to third parties.
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