ARTICLE V - MEETINGS OF MEMBERS

Section 5.01 Place
Meetings of members shall be held at the principal office of the Association (or such location within the State of California as may be designated from time to time by resolution of the Board of Directors.)

Section 5.02 Regular Meetings
Regular meetings of members shall be held at such time and place as shall be fixed by the board of directors.

Section 5.03 Special meetings
Special meetings of members shall be called by the President of the Association and held at such place as is fixed in Section 5.01 of these Bylaws or at such times and places within the State of California as may be ordered by resolution of the Board of Directors. Five (5) percent or more of the members of the Association may call special meetings for any lawful purpose.

Section 5.04 Annual Meetings
The annual meeting of the Association shall take place during July of each year. The time and location shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 5.05 National Association Meetings
The Board of Directors shall elect and designate members of the Association as delegates to represent this association at the meetings of the House of Delegates of The National Association of Health Underwriters. Alternate delegates may also be elected. Notice of the election of this association’s delegates shall be sent by the secretary to the office of NAHU within the prescribed time limits as established by NAHU in its bylaws. There shall be additional delegates elected as membership exceeds prescribed numbers in the NAHU bylaws.

Section 5.06 Notice Of Meetings
Written notice of members shall be either personally delivered, faxed, electronically transmitted by email, or mailed by first-class (or registered or certified) United States mail, postage prepaid ten (10) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat. In the event given by mail or other means written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Association at the address given by the member to the Association for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Association. The Secretary or Assistant Secretary of the Association, for the purpose herein mentioned, shall execute an affidavit of the giving of the notice of the meeting of members. In the case of specially called meeting of members, notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty-five (35) days nor more than ninety (90) days after receipt of the written request from such person or persons by the President of the Association shall be sent to the members forthwith and in any event within twenty (20) days after the request was received.

No meeting of members may be adjourned for purposes of continuation at a later time or alternative location for more than forty-five (45) days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.

Section 5.07 Contents Of Notice
The notice shall state the place, date, and time of the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.

Section 5.08 Waivers, Consents, And Approvals
The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if quorum is present in person and if, either before or after the meeting, each of the persons entitled to vote but not present in person signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be made a part of the minutes of the meeting.

Section 5.09 Quorum
A quorum at any meeting of members shall consist of ten percent of the members in good standing.

Section 5.10 Loss of Quorum
The members present at a duly called or held meeting at which quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.

Section 5.11 Adjournment For Lack Of Quorum
In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted except as provided in Section 5.09 of these Bylaws.

Section 5.12 Voting
(a) One Vote Per Member
Each member is entitled to one vote on each matter submitted to a vote of the members.

(b) Record Date Of Membership
The record date for the purpose of determining the members entitled to notice of any meeting of members is twenty (20) days before the date of the meeting of members. The record date for the purpose of determining the members entitled to vote at any meeting of members is twenty (20) days before the date of the meeting of members. The record date for the purpose of determining the members entitled to exercise any rights in respect to any other lawful action is twenty (20) days prior to such other action. (c) Cumulative Voting
Cumulative voting shall not be authorized for the election of directors or for any other purpose.

(d) Proxy Voting
Members entitled to vote shall not be permitted to vote or act by proxy.

(e) Limitations Pertaining To Election Of Directors
Directors shall be elected by written ballot.

(f) Solicitation Of Ballots
Ballots shall be solicited in a manner consistent with the requirements of giving notice of members, meetings set forth in Section 5.05 of these Bylaws and of voting by written ballot set forth in Section 5.11 of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.

(g) Revocation Of Ballot
A written ballot may not be revoked.

Section 5.13 Conduct Of Meetings
(a) Chairman
The President of the Association or, in his or her absence, any other person chosen by a majority of the members present in person shall be Chairman of and shall preside over the meeting of members.

(b) Secretary of Meetings
The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings.

(c) Rules Of order
The Robert's Rules of Order, as may be amended from time to time, shall govern the meeting of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, or the law.