ARTICLE V

ANNUAL MEETING

Section 5.1.   Annual Meeting.

A regular Annual Meeting of the Member Organizations shall be held each year at such time, place and date as shall be determined by the Board of Regents, for the purposes of electing persons to such offices and positions as require election by Member Organizations, receiving reports and transacting such other lawful business as shall come before the meeting.

Section 5.2.   Quorum and Action.

The presence of a majority of the Member Organizations entitled to vote shall constitute a quorum at any Annual or Special Members business meeting. The affirmative vote of a majority of the quorum shall be the vote of the Member Organizations. Each Member Organization shall designate in writing the person who shall be entitled to vote on behalf of the Member Organization and such document shall be given to the Secretary at or before the meeting. The Member Organizations present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, not with standing the withdrawal of a sufficient number of Member Organizations to leave less than a quorum.

Section 5.3.   Special Meetings.

Special meetings of Member Organizations may be called by the President or by the Board of Regents at any time for any lawful purpose or purposes and shall be held at such time, date and place as shall be designated by the Board of Regents and if there is no designation at ICAB principal office.

Section 5.4.   Adjourned Meetings.

Any meeting of Member Organizations, whether or not a quorum is present, may be adjourned from day to day or from time to time by the vote of the majority of Member Organizations  present at the meeting.  The motion for adjournment shall be recorded in the Members minute book.

Section 5.5.   Notice of Annual and Special Meetings.

Written notice specifying the place, date and time of any annual or any special meeting of the Member Organizations, the general nature of the business to be transacted and all other matters required by law, shall be given either by publication in ICAB official publication or by mail, overnight courier, e-mail, facsimile or other electronic transmission to the mailing address or to the facsimile number, e-mail or electronic address at least ten days and not more than 60 days before the date on which the meeting is to be held.  Notice shall be deemed to have been given, if mailed, on the date of mailing or, if by facsimile, by e-mail or other electronic transmission, on the date of transmission.

Section 5.6.   Notice of Adjourned Meetings.

It shall not be necessary to give any notice of the time and place of any adjourned meeting, or of the business to be transacted there, other than by announcement at the meeting at which such adjournment is taken. When a meeting is adjourned for 90 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 5.7.   Proxy Voting.

Proxy voting shall be permitted at any meeting of the Member Organizations

Section 5.8.   Actions By Unanimous Written Consent.

To the extent and in the manner permitted by Illinois law, actions may be taken by the Member Organizations by written consent without a meeting.