ASEP By-Laws

ARTICLE V - Meetings

SECTION 1. Annual and Other Membership Meetings

Annual meetings of the members shall be held in May of each year and general meetings in November of each year at the principal office of the Association or at such other place as the Board of Directors may determine. The President shall report on the overall state of the Association.

Special meetings of the Association may be held at the call of the Board of Directors.

SECTION 2. Meetings of the Board of Directors

The Board of Directors shall meet regularly once a month on a day, hour, and place that shall have been fixed in the first month of the fiscal year or at such other place a s from time to time they may determine. There shall be no necessity for a notice of regular board meeting of the Board, except in case of change in day, hour, or place. The Board at its discretion may designate a portion but not the whole meeting as an Executive Sessions where only officers and directors shall be present.

Special meetings of the Board of Directors may be held at the call of the President.

Voting by proxy shall not be allowed in meetings of the Board of Directors.

SECTION 3. Notices of Meeting

Notices for annual, general and special meetings the members, together with the standard format of proxy letter, shall be sent by the Secretary by personal delivery or by mail at least fifteen (15) days prior to the date of the meeting to each member of record at his last known post office address or by publication in a newspaper of general circulation. The notice shall state the date, hour, and place of the meeting and the purpose for which the meeting is called.

Notices for regular or special meetings of the Board of Directors specifying the date, hour, and place of the meeting, shall be sent by the secretary to each director personally or by telephone, facsimile, telegram or by written or oral message at least three (3) days prior to the meeting.

SECTION 4. Quorum

A majority of members in good standing shall constitute a quorum for the transaction of business at a meeting of members of the Association unless otherwise provided by law.

The presence of any member not in good standing or under suspension shall not be considered in determining the existence of a quorum or in the requirements of voting.

A majority of all the members of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. Except as otherwise provided by law and by these By-Laws, every decision of the majority of such a quorum duly assembled as a Board shall be a valid as a corporate act of the Association.

SECTION 5. Robert's Rules of Order

Robert's Rules of Order as latest revised shall guide all parliamentary procedures not otherwise provided for by these By-Laws.