EGSA By-Laws

Section 8.

Special Meetings of the Board may be called by the President or Secretary-Treasurer or upon the request of three or more members of the Board of Directors on ten ( 10) days notice to each Director and Officer either personally, by mail, or by facsimile.

Section 9.

At all meetings of the Board of Directors, no less than one-half (1/2) of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of the majority of the Directors present at any meeting at which there is a quorum, shall constitute a lawful act of the Board of Directors.

Section 10.

The President shall be counted to constitute a quorum, but shall cast a vote only in the event of a tie.

ARTICLE IV
MEETING OF MEMBERS
Section 1. Representation

Each Full Member shall be entitled to one vote in accordance with the Bylaws, and may vote by a representative or by proxy. Each Full Member shall furnish the Association with the names of the persons authorized to act for the member either as a representative or as proxy. Proxy must be signed by the authorized representative.

Section 2. Annual Business Meeting

The Annual Business Meeting shall be held at the Fall Convention of the Association for the transaction of such business as may properly come before the meeting.

Section 3. Conventions

The Association shall hold a Spring Convention, between February 1 and April 30, and a Fall Convention, between August 1 and October 30, of each year.

Section 4. Special Meetings

Special Meetings of the members of the Association may be called by the President, President Elect, Vice President, or the Secretary-Treasurer, and any one of them shall call a meeting on the request from 25% ( twenty-five percent) of the Full Members, which request shall briefly state the purpose of the meeting.

Section 5. Notice of Meetings

Notice of the time and place of meetings of the Association shall be transmitted by mail or facsimile at least twenty ( 20) days prior to Conventions, and at least ten ( 10) days prior to any Special Meeting, to each member entitled to vote at such meetings, at their last known address. Notice of each Special Meeting, in addition to stating the time and place of such meeting, also shall state the business to be acted upon at such meeting.

Section 6. Quorum

A majority of the members entitled to vote at any Annual Business Meeting or Special Meeting of the Association in person or by proxy represents a quorum. A quorum shall be necessary at all meetings of the members for the transaction of business except as otherwise provided in the Bylaws.

Section 7. Action by Members

Action by members of the Association shall be at a meeting duly held, at which there is a quorum of Full Members, by affirmative vote of the majority of the members present or their authorized representatives or by proxy.

ARTICLE V
Section 1.

The Officers and the Executive Director shall formulate a budget and dues structure sufficient to support the authorized activities of the Association for the ensuing year. This budget with any modifications required shall be presented to the Board of Directors at the Spring Convention for approval. INITIATION FEE, DUES AND ASSESSMENTS Section 2.

Section 3.

At the request of the President or of the Secretary-Treasurer of the Association, a majority of the Board of Directors may approve a budget and rate of assessment, by mail vote for the ensuing or current year.

Section 4.

The members of the Association shall be liable for the payment of annual dues in advance of assessments, if any, determined in accordance with the basis and rate of assessment adopted and approved by the Board of Directors.

Section 5.

The amount of dues or assessments payable by any member shall be equitably established upon the basis adopted from time to time by the Board of Directors.

ARTICLE VI
COMMITTEES
Section 1.

The President, with approval of the Executive Committee, shall appoint or disband Committees and delegate such authority to them as deemed necessary for the proper functioning of the Association.

ARTICLE VII
FISCAL YEAR
Section 1.

The fiscal year shall be the calendar year unless determined otherwise by the Board of Directors.

ARTICLE VIII
PROCEDURE
Section 1.

Except as otherwise provided herein, the proceedings of the Association, Board of Directors, and the Committees of the Association, shall be governed by Robert’s Rules of Order.