Section 5.01. Meetings.
Meetings of the Members shall be held at such time as determined by the Board, for the purpose of the transaction of any business that comes before the Members.
Section 5.02. Annual Report.
The Chair of the Board of CAHIIM (the Board Chair) shall present to each Member a written annual report, a copy of which shall be filed with the minutes of the annual meeting of the Board.
Section 5.03. Special Meetings.
Special meetings of the Members may be called by the Board Chair or by majority vote of the entire Board then serving.
Section 5.04. Place of Meetings.
Meetings of the Members may be held at any place specified by the Board.
Section 5.05. Notice of Meetings.
Written notice stating the place, date, and hour of any meeting of the Members shall be given by or at the direction of the Board Chair, the Secretary, or the officer or person calling the meeting to each of the Members not less than three days before the date of the meeting, either personally, by mail or transmitted by electronic means to the electronic mail address, facsimile number or other contact information appearing on the records of CAHIIM. The notice shall state the purpose or purposes for which the meeting is called.
Section 5.06. Waiver of Notice.
The Members may waive any notice requirement by signing a written waiver of notice and delivering it to the Secretary of CAHIIM for inclusion in the minutes or filing with the corporate records. Attendance at a meeting shall constitute waiver of notice unless the Member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting. Attendance at a meeting also waives objection to consideration of a particular matter at a meeting that is not within the purposes described in the notice, unless the Member objects to considering the matter when it is presented.
Section 5.07. Quorum.
If there are more than two Members, a majority of the Members shall constitute a quorum at a meeting of the Members. Otherwise, a quorum will consist of all Members. If a quorum is not present at any meeting, without further notice, the Members at the meeting shall have the power to adjourn the meeting to another time or place.
Section 5.08. Vote Required.
When a quorum is present at any meeting of the Members, the affirmative vote of a majority of the Members who are present at the meeting and entitled to vote on the matter shall be the act of the Members, unless by express provision of any applicable statute, the Articles of Incorporation, or these Bylaws, a different vote is required, in which case that express provision shall govern and control the vote.
Section 5.09. Informal Action by Members.
Any action required by law or which otherwise may be taken at a meeting of the Members may be taken by ballot without a meeting in writing by mail, electronic mail, or any other electronic means pursuant to which the Members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the Members casting votes, or such larger number as may be required by law, the Articles of Incorporation, or these Bylaws, provided that the number of Members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than five days from the date the ballot is delivered; provided, however, in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered. Such informal action by Members shall become effective only if, at least five days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the Members entitled to vote with respect to the subject matter thereof.
Section 5.10. Participation By Means of Communication Equipment.
Members may participate in and act at any meeting through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, Internet usage or remote communication, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the Member so participating.