Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

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because of equipment failure, service interruption or inability or neglect to access a Platform shall not invalidate any meeting or other action.

Doing so will establish re requisite consent and appropriate methods of electronic communication so that the Bureau may eventually move to all electronic notices of meetings and delivery of related materials. Without such consent, notices will still have to be mailed.

Bylaws Amendments.

We recommend that the following Bureau Bylaws be amended and restated as follows:

5.4. Notice of Meeting. Written notice of the date, time, place and purpose of all meetings of members shall be given to each Member or record entitled to vote at a meeting of the members either by first-class mail or by Electronic Transmission not less than ten (10) nor more than sixty (60) days prior thereto. Action by Written Consent. Any action required or permitted to be taken at annual or special meeting of members may be taken without a meeting if (a) the Board of Directors determines that such action may be taken in the manner provided by this Section 5.6 and (b) upon the written consent of members in good standing who have not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members in good standing entitled to vote thereon were present and voted. In the event such action is taken, the Board of Directors shall cause written notice thereof to be given to all members by first-class mail or Electronic Transmission within ten (10) days thereof. Notice. Notice of the date, time, place, and purpose of all meetings of Directors shall be given to each Director by Electronic Transmission at least one (1) week period to the day of the meeting. Electronic Meetings. Notwithstanding anything to the contrary in these bylaws, any meeting of the directors, in the discretion of the Board of Directors, may be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that allows attendees full access to and full participation in all meeting transactions either continuously or intermittently throughout the meeting, such that all persons participating in the meeting can hear each other. Any action that could be taken at an in person meeting may also be taken at a remote meeting held pursuant to this provision. Any director, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting for the purposes of these bylaws, including quorum and voting. Electronic 5.6 6.9 6.18

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