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Article II

MEMBERS. MEETINGS OF MEMBERS AND QUALIFICATIONS OF MEMBERS

Section 1. Membership.
All individuals who pay dues set by the Board of Directors in any fiscal year shall be voting members of the Forum for the unexpired portion of the fiscal year from the date of the payment of the dues. Each member shall have the right to one vote. Honorary memberships may from time-to-time be bestowed by the Board of Directors to recognize outstanding service to the Asheville-Buncombe County community.

Section 2. Record Date.
Members of the Forum who have been members for at least 30 days shall be entitled to vote on all matters pertaining to the Forum.

Section 3. Rights of Members.
The right of a Member to vote and all right, title and interest in or to the Forum shall cease upon the termination of membership. No Member shall be entitled to share in the distribution of corporate assets upon the dissolution of the Forum.

Section 4. Resignation of Members.
Any Member may resign from the Forum by delivering written resignation to the President or Secretary of the Forum.

Section 5. Annual Meetings.
The annual meeting of the Members of the Forum shall be held at such place as is designated in the notice of annual meeting, no later than July 1 of each year, for the purpose of electing Directors, hearing the annual report of the Forum, and for the transaction of such other business as may properly come before the meeting.

Section 6. Special Meetings.
Special meetings of the Members may be called at any time by (a) the president, or (b) by ten (10) or more of the Directors, and must be called by the President or Secretary on receipt of the written request of twenty-five (25%) percent of the Members of the Forum.

Section 7. Notice of Annual or Special Meeting.
Notice of the time and place of the annual meeting shall be served, in writing or verbally, not less than 15 nor more than 30 days before the meeting upon each member and, if mailed, such notice shall be directed to the Member at his or her address as it appears on the books of the Forum, unless the Member has filed with the Secretary of the Forum a written request that the notices be mailed to some other address. The notice of a special meeting shall state the purpose of the meeting and that no business shall be transacted other than such business as designated in the notice.

Section 8. Quorum.
At any meeting of Members of the Forum, the presence of 10 of the Members in person or by proxy shall be necessary to constitute a quorum for all purposes, except as otherwise provided by law, and the act of a majority of the Members present at any meeting at which there is a quorum shall be the act of the membership, except as may be otherwise specifically provided by statute or by these bylaws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by majority vote of the Members present in person or by proxy, without notice other than by announcement at the meeting, the giving of further notice to any absent Member to be dispensed with. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9. Voting.
At all meetings of the Members, each Member, as defined in Section 1 above, shall be entitled to one vote. Honorary members have no voting rights. Votes may be cast in person or by proxy duly appointed by instrument in writing which is signed by such Member. No person shall act as proxy unless he is a Member of the Forum. The following, or any similar form of proxy, shall be sufficient.

I, __________________ , being a member of the Leadership Asheville Forum, do hereby make, constitute and appoint ____________________ my true and lawful proxy to represent me and to cast all votes belonging to me by virtue of my membership in said Forum at the _________ meeting of the Members to be held on the ____ day of ________, 20____, and all adjournments of such meeting; and I do hereby fully ratify, confirm and approve all such acts as he or she may do or perform by virtue of this proxy.
WITNESS, my hand and seal, this ____ day of ________ 20____.
____________________________ (witness)
____________________________ (SEAL)
Unless otherwise specifically provided herein, all elections shall be had and all questions decided by majority vote of the Members present in person or by proxy at any meeting at which a quorum is present.

Section 10. Waiver of Notice.
Whenever North Carolina law or these bylaws authorize the Forum or the Board of Directors to take any action after notice to the Members or after the lapse of a prescribed period of time, such action may be taken without such notice and without the passing of such period of time if, before or after such action is completed, the requirements of notice or lapse of time are waived in writing by the persons entitled to them, or entitled to participate in the action to be taken.