1. Quorum/Voting

A majority of the Directors at the time notice of a meeting of Directors (whether regular or special) is given shall constitute a quorum for the transaction of business at such meeting of the Board of Directors; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice.  The act of a majority of the Directors present at a meeting at which there is quorum shall be the act of the Board of Directors unless a greater number of votes are required by these Bylaws.

 

2. Board Meetings

The Board of Directors shall determine, on a yearly basis, the frequency and times for the holding of regular meetings of the Board of Directors with notice to be given as set forth in Section 5. All regular meetings of the Board of Directors shall be held at the principal office of the Corporation, unless by resolution of the Board of Directors another place for holding the meeting is established. Special meetings may be called by the presiding officer and/or the CEO in accordance with notification requirements detailed in Section 5.

 

3. Action Without Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors or any committee or council may be taken without a meeting if all of the Directors or committee members unanimously agree in writing to such action. Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by law and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director’s or committee member’s vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates.  For purpose of this section, communication to CMS is not effective until received.

 

4. Telecommunication Meetings

Directors or the members of any committee or council may participate in regular or special meetings by, or conduct the meeting through the use of, any means of communication by which all members participating may hear each other during the meeting. A Board Member or committee member participating in a meeting by this means is deemed to be present in person at the meeting.

 

5. Meeting Notice by Electronic Communication

Notice of each meeting of the Board stating the date, time and place of the meeting shall be given to each Director at least two (2) days prior thereto by e-mail or other electronic communication (and the method of notice need not be the same as to each Director). Any notice to Directors given by the Society by a form of electronic communication consented to by the Director to whom notice is given is effective when given.

 

6. Open Meetings and Executive Sessions

The Board of Directors, councils, committees and work groups shall meet in open meetings, which any member of CMS and invited guests may attend. By majority vote of the voting members present at a meeting, an open meeting may be moved into executive session which shall be restricted to members of the official body and such others as the body shall determine.