Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

Page 31 of 55

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12.1 The fiscal year of the corporation shall be the calendar year beginning January 1 and ending December 31.

12.2 All meetings of the members, Board of Directors and Executive Committee shall be governed by Robert’s Rules of Order where they are applicable and consistent with these Bylaws. 12.3 The Bureau shall compile and distribute to all active members information concerning any and all conventions and assemblies to be held in metropolitan Detroit.

12.4 The use of masculine and feminine pronouns in these Bylaws is for convenience only and each shall be read to include the other.

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12.5 All notices required or permitted to be given pursuant to the Bureau ’s Bylaws or under the Act, shall be deemed to have been given to the recipient in writing when: (a) sent by Electronic Transmission to the reci pients’ email address on file with the Bureau or posting to a Platform; (b) delivered in person; (c) deposited in the U.S. mail, first class postage prepaid; or (d) delivered to an official depository or office of a nationally recognized overnight delivery service with delivery charges paid. Such notices may be addressed to: (a) the Bureau at its principal office; (b) any Member, Director, officer, or employee of the Bureau at his or her physical, email, telephonic and/or electronic address appearing on the books and records of, or previously used to communicate with such person by, the Bureau; and (c) to any other person or recipient, addressed to such physical, email, telephonic and/or electronic address as shall have been furnished to or ascertained by the Bureau for such person or recipient. An “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including, but not limited to, transmission by facsimile, electronic mail, text, or posting to an electronic network, Internet website, Intranet website, cloud-based shared drive or similar electronic platform (each a “Platform”) . The failure of the intended recipient to access the material communicated by Electronic Transmission because of equipment failure, service interruption or inability or neglect to access a Platform shall not invalidate any meeting or other action. 12.6 Notwithstanding any provision of these bylaws to the contrary, at any regular or special meeting of the members or Directors, as applicable, a ballot may be delivered and a vote may be cast on that ballot by electronic submission of such ballot by such member or Director entitled to vote for any action which may be taken at any annual, regular, or special meeting, as applicable. An electronic submission of a ballot shall contain or be accompanied by information indicating that a Member or Director , or a Member’s or Directors attorney-in-fact authorized the electronic submission of the ballot.

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