Section 1. Annual Meeting. The Annual Meeting of the members of the Corporation for the transaction of such business as may properly come before the meeting, shall be held prior to the last Sunday of June each year.
Section 2. Special Meetings. Special Meetings of the members of the Corporation may be called at any time by a majority of the Board of Directors present and constituting a Quorum at any meeting or upon a petition signed by at least twenty (20) of the members then eligible to vote, directed to the Board of Directors, specifying the purpose of the meeting. Thereafter, the Board of Directors will call a Special Meeting within three (3) weeks from the date of receipt of said petition. No other business than that specified in the notice shall be conducted at a Special Meeting.
Section 3. Quorum and Voting. The number of members of the Corporation necessary to constitute a Quorum shall be 10% of the members eligible to vote at the time of the meeting and except as otherwise expressly provided herein, all resolutions, appointments, directions or other acts of the membership shall be by a majority of those present and constituting a Quorum at any meeting. Each person shall have one (1) vote.
Section 4. Notice. A written Notice or e-mail of every meeting, whether Annual or Special, stating the date, hour and place thereof, shall be given by the President or Secretary to each member of the Corporation entitled to vote at such meeting, by posting a copy of such notice at the theatre and on the Corporation's website and mailing or e-mailing a copy thereof to each of said members at the address then appearing on the membership rolls, at least ten (10) days prior to an Annual Meeting and at least five (5) days prior to a Special Meeting.
Section 5. Location. All meetings of the members of the Corporation shall be held in the Town of Suffield, Connecticut or at some other location determined by the Board of Directors, provided such location is not in excess of twenty-five (25) miles from the borders of said Town of Suffield.
Section 6. Nominations. Nominations for positions on the Board of Directors may be transmitted to the Board of Directors by regular mail to the Corporation's mailing address or email to the Corporation at least ten (10) days prior to the Annual Meeting. The Board of Directors shall post a list of candidates for such offices and committees as are to be filled at said Annual Meeting at the theatre and on the Corporation's website at least five (5) days prior to the Annual Meeting.
Section 7. Members' Nominations. Members of the Corporation may nominate other candidates at the Annual Meeting for such offices as are to be filled at said Annual Meeting or at a Special Meeting called for the purpose of electing candidates for such offices as are to be filled on the Board of Directors. Upon such motion being duly seconded, all members entitled to vote at the meeting shall vote upon such nominations.
Section 8. Order of Election. The presiding officer shall first restate the present nominations for all positions in the order in which they are listed in Article IV of these bylaws. He or she shall then call for nominations from the floor. After passage of a motion to close the nominations, ballots shall be distributed. The ballots shall be collected and counted. (NOTE: For an uncontested position, in lieu of ballots the presiding officer may proceed with voting by a show of hands.) If no candidate shall have received a majority, a re-balloting shall be directed to decide between the two candidates receiving the largest pluralities as the remaining nominees, and a majority of such votes cast shall be required to elect.
Section 9. Rules of Order. Robert's Rules of Order, when not inconsistent with these Bylaws, shall govern the meetings of the Corporation and the Board of Directors.
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