ANTARES HOMEOWNERS ASSOCIATION
BYLAWS
PAGE 5
ARTICLE III (cont.)
3.8. Order of Business.
Meetings of Members must be conducted in accordance with a recognized system of
parliamentary procedure or such parliamentary procedures as the Association may adopt. The
order of business at all meetings of the Members is as follows: (a) roll call to determine the
voting power represented at the meeting; (b) proof of notice of meeting or waiver of notice; ( c)
reading of minutes of preceding meeting; ( d) reports of officers; ( e) reports of committees; (f)
election of inspector of election ( at annual meetings or special meetings held for such purpose);
(g) election of Directors (at annual meetings or special meetings held for such purpose); (h)
unfinished business; and (i) new business.
3.9. Action Without Meeting.
Any action which may be taken at a meeting of the Members (except for the election of
Directors) may be taken without a meeting by written ballot of the Members. Ballots must be
solicited in the same manner as provided in Section 3.5 for the giving of notice of meetings of
Members. Such solicitations must specify (a) the number of responses needed to meet the
quorum requirements, (b) the percentage of approvals necessary to approve the action, and (c) the
time by which ballots must be received in order to be counted. The form, of written ballot must
afford an opportunity to specify a choice between approval and disapproval of each matter and
must provide that, where the Member specifies a choice, the vote shall be cast in accordance
therewith. Receipt within the time ·period specified in the solicitation of (i) a number of ballots
which equals or exceeds the quorum which would be required if the action were taken at a
meeting, and (ii) a number of approvals which equals or exceeds the number of votes which
would be required for approval if the action were taken at a meeting at which the total number of
votes cast was the same as the total number of ballots cast, constitutes approval by written ballot.
3.10. Consent of Absentees.
The transactions of any meeting of Members, either annual or special, however called and
noticed, are as valid as though had at a meeting duly held after regular call and notice, if ( a) a
quorum is present either in person or by proxy, and (b) either before or after the meeting, each of
the Members not present in person or by proxy signs (i) a written waiver of notice, (ii) a consent
to the holding of such meeting, or (iii) an approval of the minutes thereof. The Secretary shall
file all such waivers, consents or approvals with the corporate records or make them a part of the
minutes of the meeting.
3.11. Minutes, Presumption of Notice.
Minutes or a similar record of the proceedings of meetings of Members, when signed by the
President or Secretary, shall be presumed truthfully to evidence the matters set forth therein. A
recitation in the Minutes executed by the Secretary that notice of the meeting was properly given
constitutes prima facie evidence that such notice was given.