A. General Provisions. As provided in these Bylaws and in accordance with procedures adopted by the Board of Directors, all members of the Association must be individuals or institutions who support the purposes of the Association. Such persons or institutions may become members upon application and the payment of the dues for the appropriate class of membership. Membership shall lapse automatically unless the current yeear's dues are paid within six months of expiration, unless the executive director, in his or her discretion, determines otherwise.
B. Classes of Membership. ARNOVA has two classes of members.
1. Individual Member: An individual member is a natural person and is entitled to vote for Directors and on other matters on which a member vote is required by law, these bylaws, or the articles of incorporation. In addition, an individual member is entitled to any other benefits of membership as determined by the Board of Directors.
2. Institutional Member: An institutional member is an organization and is entitled to designate one natural person (by name or office) to vote in elections for Directors and on other matters on which a member vote is required by law, these bylaws, or the articles of incorporation. In addition, an institutional member is entitled to bestow other benefits of membership upon natural persons with whom it is affiliated, as these benefits are determined by the Board of Directors.
3. Participation by Nonmembers: The Board may permit one or more forms of participation in the activities of the Association separate from membership on such on terms and conditions as it determines.
C. Member Meetings and Action
D. Changes to Membership Requirements. The Board of Directors may make such changes to membership requirements as it deems necessary, except that members' voting rights may not be abridged without approval by a vote of the affected members.
1. An Annual Membership Meeting shall be held, either in conjunction with the annual conference of the Association, in the same city and place as such annual conference, or at such other time and place as may be determined by the Board of Directors. The Association shall give to the membership at least 30 days' written notice of the date and time and place of the Annual Membership Meeting in writing through the Association's newsletter or otherwise.
2. Special Meetings. Special Membership Meetings may be called by the President or by the Board of Directors upon 30 days' written notice to the membership of the date and time of the meeting and its agenda. The Association must call a Special Membership Meeting if a written request for such a meeting is submitted to the President and Secretary by twenty-five or more individual or institutional members.
3. Quorum. Twenty-five individual or institutional members shall constitute a quorum for any Annual or Special Membership Meeting.
4. Agenda. The agenda for the Annual Membership Meeting may include any matter relating to the affairs of the Association as the Board sees fit and shall provide an opportunity for the introduction of new business by members. However, the President, or other chair of the meeting, may rule that a matter of new business requiring a decision of the membership must be first put to a vote of the membership by mail or electronically. The agenda for each Special Membership Meeting must be limited to those matters identified by the notice of the meeting.
5. Voting. Voting at any Annual or Special Membership Meeting may be by oral or written ballot. All action at a membership meeting at which a quorum is present shall be by majority vote of the members present and voting at the meeting. Proxy voting is not permitted. Voting in elections and on all other matters not occurring at an Annual or Special Membership meeting may be conducted by mail, email, or any other means of electronic communication, provided that the member voting has previously authorized such method of voting in the membership application or otherwise.
6. Election of Board of Directors. The individual and institutional members elect the Directors specified in section V.A of these Bylaws. Elections take place pursuant to procedures approved by the Board.
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