COVENANTS, CONDITIONS AND RESTRICTIONS
ARTICLE VI - MEETINGS OF MEMBERS
6.01. Place of Meetings. All meetings of Members shall be held on the Ship, or at such other meeting place as close thereto as possible designated by the Board.
6.02. Annual Meetings. The first annual meeting of the Members shall be held on a day and date selected by the Board of Directors within forty-five days after fifty-one percent (51%) of the Units within the Initial Property have been sold (as evidenced by the recording of a title or other instrument of conveyance), but in no event shall said meeting be held later than three months after the sale (as evidenced by the recording of a title or other instrument of conveyance) of the first Unit.
Each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter, at the hour of 2:00 o'clock p.m. or at such other hour as may be fixed by the Board. If the day for the annual meeting of the Members is a legal-holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. Regular meetings of the Members shall be held not less frequently than one each calendar year.
In the event of procedural disputes during meetings the latest version of Roberts Rules of Order shall be governing authority for conduct of meetings.
6.03. Specia1 Meetings. Special meetings of the Members shall be promptly called by the Board upon the vote for such a meeting by a majority of a quorum of the Board or upon receipt by the Board of written request for such a meeting by Members holding not less than ten percent (10%) of the total voting power of the Association.
6.04. Notice of Meeting. Written notice of regular and special meetings of the Members shall be given to each Member by or at the direction of the Board by either: (i) personal delivery or (ii) mailing a copy of such notice to the address of such Member appearing on the books of the Association or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, date and hour of the meeting and in the case of a special meeting, the general nature of the business to be transacted. In the case of a regular meeting, the notice shall specify those matters which the Board at the time of the giving of the notice intends to present for action by the Association (although any proper matter may be presented at the meeting for action by the Members).
The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to Members.
At least ten days' notice and not more than ninety days' notice of any such meeting shall be provided; provided that if notice is given by mail and not mailed by first class, registered or certified mail, notice shall be given no less than twenty days before the meeting. If the Member supplies no address, notice shall be deemed to have been given him if: posted in at least one prominent place within any of the Common Area of the Ship.
An affidavit of the mailing or other means of giving any notice of any Members' meeting shall be executed by the Secretary or Assistant Secretary of the Association, shall be filed and maintained in the minute book of the Association and shall be prima facie evidence of the giving of the notice.
6.05. Quorum and Adjournment. The presence in person or by proxy of Members entitled to exercise not less than a majority of the voting power of the membership shall constitute a quorum for the transaction of business. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.
If a quorum is present, the meeting may be adjourned from time to time by the vote of a majority of the Members present in person or by proxy and entitled to vote thereat. No meeting may be adjourned for more than forty-five days. If after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting other than by announcement at the meeting at which such adjournment is taken. At any adjourned meeting, the Association may transact any business which might have been transacted at the original meeting.
Except as may otherwise be required pursuant to Section 5.05 of the Declaration, if the required quorum is not present or represented at the meeting, the Members entitled to vote thereat may adjourn the meeting (but may not transact any other business) without notice, to a time not less than five days nor more than thirty days from the time the preceding meeting was called, and the required quorum at any such subsequent meeting shall be twenty-five percent (25%) of the total voting power of the Association; provided, however, if less than thirty-three percent (33%) of the total voting power of the Association is present or represented at any such subsequent meeting, the only matters which may be voted upon are notice of the general nature of which was given pursuant to Section 6.04. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for regular meetings.
Except where a different portion of the voting power is required by the Articles, the Declaration or these Bylaws, a majority of the voting power present, in person or by proxy, shall prevail at all meetings.
6.06. Proxies. Every Member entitled to vote shall have the right to do so either in person or by agent or agents authorized by a written proxy executed by such Member and filed with the Secretary of the Association. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless: (i) revoked by the Member executing it, prior to the vote pursuant thereto, by a writing delivered to the Association stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the Member executing the proxy; or (ii) written notice of the death or incapacity of the maker of the proxy is received by the Association before the vote pursuant thereto is counted; or (iii) the Member executing the proxy conveys his Unit, in which event such proxy shall automatically terminate upon such conveyance; provided, however, that no such proxy shall be valid after the expiration of eleven months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of any proxy shall not exceed three years from the date of execution. A proxy that states on its face that it is irrevocable shall nonetheless automatically terminate when the Member who executed such proxy conveys his Unit and, in addition, the revocability of such a proxy shall otherwise be governed by the provisions of the laws of the Country of Registry. Every proxy shall identify the person or persons authorized to exercise the proxy.
Anything to the contrary notwithstanding, any revocable proxy covering matters requiring a vote of the Members is not valid as to such matters unless it sets forth the general nature of the matter to be voted upon.
Any form of proxy distributed to ten or more Members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited (except that it shall not be mandatory that a candidate for election to the Board be named in the proxy), and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith. In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a Member "withhold", or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director. Failure to comply with this paragraph shall not invalidate any Association action taken, but may be the basis for challenging any proxy at a meeting and the superior court may compel compliance therewith at the suit of any Member.
6.07. Voting Cumulative. Voting may be by voice, hands or by balunit; provided, however, that all elections for directors must be by secret balunit. Every Member entitled to vote at any election for directors of the Association shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which he is entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit; provided, however, that no Member shall be entitled to cumulate votes on behalf of any candidate or candidates for director unless such candidate's or candidates' names have been placed in nomination prior to the voting and the Member has given notice at the meeting prior to the voting of the Member's intention to cumulate votes. If any one Member has given such notice, all Members entitled to vote may cumulate their votes for candidates in nomination. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.
6.08. Waiver of Notice; Consent. The transactions of any meeting of Members, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to a holding of such meeting, or an approval of the minutes thereof. Attendance of a Member at a meeting shall also constitute a waiver of notice of such meeting, except when the Member objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters to be included in the notice of such meeting but not so included, if such objection is expressly made at the meeting. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
6.09. Action Without Meeting. Any action which may be taken at any regular or special meeting of the Members, may be taken without a meeting, if a written balunit is distributed to every Member entitled to vote on the matter. Such balunit shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the balunit to the Association. All such written balunits shall be filed with the Secretary of the Association and maintained in the corporate records. Approval by written balunit pursuant to this Section shall be valid only when the number of votes cast by balunit within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by balunit. All solicitations of balunits shall indicate the number of responses needed to meet the quorum requirement and shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the balunit must be received in order to be counted. A written balunit may not be revoked. Directors may not be elected by written balunit under this Section.
6.10. Special Election of Director. At any meeting of Members at which directors are to be elected, from the first election of the directors and thereafter for so long as a majority of the voting power of the Association resides in the Declarant or so long as there are two outstanding classes of membership in the Association, not less than twenty percent (20%) of the members of the Board shall have been elected solely by the votes of Members other than Declarant. At any meeting of Members at which directors are to be elected while a majority of the voting power of the Association resides in the Declarant or while there are two outstanding classes of membership, a special election of directors shall be conducted, if necessary, in order to comply with the requirement that twenty percent (20%) of the members of the Board shall have been elected solely by the votes of Members other than Declarant. Said special election shall be conducted in accordance with the following procedures:
(a) Nominations for election to the Board shall be made from the floor only by said Members (excluding Declarant);
(b) Such nominations may be made from among Members or non-Members;
(c) The nominee or nominees receiving the highest number of votes shall be elected;
(d) The Declarant shall not vote at said election;
(e) Any such special election shall be held immediately prior to the regular election of directors at the same meeting. At the regular election, the number of directors to be elected shall be reduced accordingly so that the total number of directors elected at the special and regular elections will equal the number of directors to be elected at the meeting, but in all other respects such regular election shall be held and conducted in the normal manner in accordance with the provisions of these Bylaws. All Members (including those voting at the special election) shall be entitled to vote at the regular election; and
(f) Directors elected to the Board solely by the votes of Members other than Declarant may be removed from the Board prior to the expiration of their term on the Board only by the vote of Members, other than Declarant, holding not less than fifty-one percent (51%) of the voting power of the Association.
6.11. Record Date. For purposes of determining the Members entitled to notice of any meeting or to vote, or entitled to cast written balunits with respect to corporate action without a meeting, the Board may fix in advance a record date, which record date shall not be more than forty days nor less than ten days prior to the date of the meeting nor more than forty days prior to the action without a meeting, and only Members of record on the date so fixed shall be entitled to notice and to vote or to cast written balunits, notwithstanding any transfer of membership on the books of the Association after the record date.
If the Board does not so fix a record date:
(a) The record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.
(b) The record date for determining the Members entitled to cast written balunits shall be the day on which the first written balunit is mailed or solicited.