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Article 4. Action by Members

4. Action by Members

4.1. Meetings of Members.

(a) Call. A meeting of the CBA members shall be called by the Executive Director at the direction of the Board of Governors. Such direction shall specify the purpose or purposes for which the meeting is to be held.

(b) Notice. The Executive Director shall give notice of the meeting promptly after being directed to do so pursuant to Section 4.1(a). The date of the meeting shall not be fewer than 30 nor more than 60 days after the date the notice is given. The notice shall be given to each person who is a CBA member at the close of business on the day preceding the date the notice is given, whether or not the CBA member is entitled to vote at the meeting. The notice shall state the date, time, and place of the meeting and a description of the purpose or purposes for which the meeting is called and shall be given by mail or by such other means as the Board of Governors may determine.

(c) Quorum. At the meeting, a quorum for the transaction of business shall be five percent of all of the CBA members who are entitled to vote at the meeting.

(d) Presiding Officer. The President, or, in his or her absence, the President-elect, or in his or her absence, the Senior Vice President, or in his or her absence, the Vice Presidents in the alphabetical order of their surnames, shall be presiding officer at the meeting, provided, however, that, upon the vote of a majority of the CBA members who are present at the meeting and entitled to vote, taken upon the call of any 30 of such CBA members, another person may be elected to be presiding officer at the meeting.

(e) Limiting Attendance to Voting Members. If the presiding officer, the Board of Governors, or a majority of the CBA members who are present at a meeting and entitled to vote so direct, only CBA members entitled to vote at the meeting shall be allowed in attendance, notwithstanding that others may have been entitled to receive notice of the meeting.

(f) Conduct of Meeting. Except as otherwise provided herein, meetings shall be conducted according to customary parliamentary rules, as such rules may reasonably be determined by the presiding officer. No member shall, without leave, be permitted to speak more than 10 minutes at any one time or more than twice on the same subject.

(g) Action; Business Restricted to Noticed Purposes. At the meeting, if a quorum is present, the vote of a majority of the CBA members in attendance and entitled to vote shall constitute the act of the CBA. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a special meeting of the CBA members.

(h) Adjournment. If the meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment.

4.2. Action of Members without Meeting. Any action that may be taken at a meeting of the CBA members may be taken without a meeting if a majority of the CBA members entitled to vote consent to such action in writing. The procedures for such action shall be such as the Board of Governors may establish from time to time, subject to applicable law.