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Sea Grant Association Bylaws

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Adopted by Sea Grant Association
March 18, 2003

Sea Grant Association Bylaws

Article 3 - Meetings of the Members
    Location of Meetings
    Annual Meeting; Regular Meeting
    Special Meetings
    Notice of Annual, Regular, and Special Meetings
    Waiver of Notice
    Quorum
    Proxies
    Vote
    Action by Written Consent

Section 1. Location of Meetings. Meetings of members may be held at such place, either within or without the State of Rhode Island, as determined by the Board of Directors. Except as otherwise required by law or restricted by the Articles of Incorporation or these Bylaws, the members may hold a meeting by means of telephone conference.

Section 2. Annual Meeting; Regular Meeting. A meeting of the members shall be held annually for the election of the Board of Directors and the transaction of other business as may properly come before the members. In addition, the members shall hold at least one other regular meeting each year.

Section 3. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors. Such meetings may also be convened by members entitled to cast one-third of the total number of votes entitled to be cast at such meeting. Only business within the purpose or purposes described in the meeting notice may be conducted at a special [members'] meeting.

Section 4. Notice of Annual, Regular and Special Meetings. Notice of each meeting of the members shall be given by the Corporation and shall state the date, time, and place of the meeting and shall indicate the purpose or purposes for which the meeting is being called. Such notice of any meeting shall be given to each member entitled to vote at such meeting. The notice shall be given either personally, by mail, or by electronic mail not less than sixty days before the date of the meeting in the case of the annual meeting, and not less than thirty days in the case of other meetings. This notice shall include the proposed agenda for the said meeting. Documentation on any and all substantive items that the Corporation wishes to have brought to a vote at such meeting shall be disseminated to the members at least 10 days prior to said meeting

When a meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.

Section 5. Waiver of Notice. A member may waive any notice required by law or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, shall be signed by the member entitled to such notice, and shall be delivered to the secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. A member who attends a meeting 1) waives objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and 2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 6. Quorum. A majority of members entitled to vote represented in person or by proxy shall constitute a quorum at a meeting of members for the transaction of any business. The presence of less than a quorum will adjourn a meeting.

Section 7. Proxies. Every member entitled to vote in person may authorize an alternate delegate to act for it by proxy. Every proxy appointment form must be signed by the member or such member's duly authorized attorney-in-fact. An appointment of a proxy becomes effective when received by the secretary of the Corporation or other officer or agent authorized to tabulate votes.

Section 8. Vote. Each Regular Member in good standing is entitled to vote at any meeting of members. Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law, the Articles of Incorporation or these Bylaws, be authorized by a majority of the votes cast at a meeting of members at which a quorum is present; provided, however, that a two-thirds vote shall be required on matters of policy.

Section 9. Electronic Vote. If the press of time requires that the Corporation take action on a matter of policy prior to a Regular Meeting, or without the delay associated with the calling of a Special Meeting, then the President, with the approval of a majority of the Board, shall conduct a vote via electronic mail. The results will be deemed valid if the recorders receive electronic votes from a majority of the members eligible to vote.

Section 10. Action by Written Consent. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if all members entitled to vote on the action consent in writing, or by electronic text communication, to the action.

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