Article VI - Meetings of Members

Section 1. All meetings of the members shall be held at such place, within or without the Commonwealth, as the board of directors may from time to time determine.

Section 2. An annual meeting of the members commencing with the year 1986, shall be held at such time and place as the board of directors may determine, during which meeting members shall elect by a plurality vote a board of directors and certain officers and transact such other business as may properly be brought before the meeting.

Section 3.  Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the president, Executive Director, Consulting Director or by a majority of the board of directors or by members entitled to cast at least ten percent (10%) of the votes which all members are entitled to cast at the particular meeting, upon written request delivered to the Executive Director or Consulting Director of the Association. Such request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, the Executive Director or Consulting Director shall fix the time of the meeting, which shall be held not more than sixty (60) days thereafter. If the Executive Director or Consulting Director shall neglect to issue such call, the person or persons making the request may issue the call.

Section 4.  Written notice of every meeting of the members, specifying the place, date, and hour and the general nature of the business of the meeting, shall be served upon or mailed, postage prepaid, at least five days prior to the meeting unless a greater period of notice is required by statute, to each member entitled to vote thereat.

Section 5. Members may vote by proxy provided such proxy shall be executed in writing by the member or his duly authorized attorney-in-fact and is filed with the Executive Director or Consulting Director of the Association. No proxy shall be valid after eleven months from the date of its execution unless a longer time is expressly provided therein, but in no event shall a proxy be voted on after three years from its date of execution.

Section 6. A majority of the members entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the members for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation or by these By-laws.  The members present in person or by proxy at a duly convened meeting can continue to do business until adjournment, notwithstanding withdrawal of enough members to leave less than a quorum.

Section 7. When a quorum is present or represented at any meeting, the vote of a majority of those present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation or of these By-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 8. Each Regular member shall at every meeting of the members be entitled to one (1) vote in person or by proxy and its active employee(s) or officer(s) shall be eligible to hold office as a director, officer or member of any committee of the Association. Associate and Affiliate members shall have no voting rights whatsoever, and their employee(s) and officer(s) shall not be eligible to hold any elective or appointive office of the Association. Associate and Affiliate members shall have the privilege of the floor only at open sessions of meetings of the members.

Section 9. One or more members may participate in a meeting of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action which may be taken at a meeting of the members may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the secretary of the Association.

Section 10. Any matter upon which Members are required or entitled to vote, including changes in the Articles of Incorporation, the Bylaws or election of Directors or Officers, may be by ballot or by mail. Any provision of these Bylaws which require that any such vote be at a meeting or otherwise is hereby modified by this section.