Article VI. Business Meetings of Members

Section 1. Annual Business Meeting

An annual meeting of the members of the College shall be held during each fiscal year at the American Occupational Health Conference, which shall be no later than the end of the College’s fiscal year. 

Section 2. Special Meetings

Special meetings of the members of the College may be called by the president, the Board of Directors, or by a written petition of no fewer than 50 voting members of the College.

Section 3. Notice

Each member of record shall be sent a written notice by mail or electronic means approved by the Board of Directors stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. This notice shall be given no fewer than thirty (30) nor more than sixty (60) days before the date of the meeting.

Section 4. Quorum

One hundred (100) voting members present in person or by proxy at any meeting or voting by mail or electronic means approved by the Board of Directors in any election shall constitute a quorum. The existence of a quorum shall be determined separately with respect to each item on a mail ballot.

Section 5. Voting

Meetings. On any matter to be voted upon at any annual or special meeting of the members, each member with voting rights shall be entitled to one (1) vote. The act of a majority of the members voting at a meeting at which a quorum is present shall be the act of the membership of the College, except where otherwise provided by law, the articles of incorporation or these bylaws.

Section 6. Proxies

A member entitled to vote may vote in person, electronically contemporaneously, or by proxy executed in writing by the member or by that member’s duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. 

Section 7. Record Date for Determination of Members

For the purpose of determining members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than sixty (60) days and no fewer than thirty (30) days immediately preceding such meeting or other action. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members.