Prepared By: Alan J. Porter - InterCAP Graphics Systems Inc.. (ajp@intercap.com)
Version 1.0
Date: 01/31/98
"Corporation" shall mean the CGM Open Consortium
"Member" shall mean all Members of the Corporation who so qualify in accordance with the provisions of Section 12.1.
"Voting Member" shall mean a Member of the Corporation with the rights and privileges defined in Section 12.1.
The principal office of the Corporation is located in TO BE DETERMINED
The designation of the county or state of the Corporations principal office may be changed by the Board of Directors.
The Corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of Directors may, from time to time, designate.
The Corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c) (6) of the United States Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (6) of the United States Internal Revenue Code.
CGM Open is a non-profit, international consortium of providers of products and services, dedicated to accelerating the further adoption, application, and implementation of the Computer Graphics Metafile (CGM), the international standard for open interchange of structured graphical objects and their associated attributes.
CGM Open provides its members with an open forum to discuss market needs and directions, and to develop and provide guidelines to enhance product interoperability. The consortium receives, coordinates, and disseminates information describing CGM methodologies, technologies, and implementations.
The work of CGM Open complements that of standards bodies, focusing on making CGM easy to adopt, and CGM based products practical to use, in real-world, open system applications.
The Corporation shall have three (3) Directors and collectively they shall be known as the Board of Directors. The exact number of Directors shall be three until changed by the Board of Directors. The number of Directors of the Corporation may be changed by a By-law duly adopted amending this section. The Board of Directors shall be elected by the Sponsor Members as provided for herein.
Subject to the provisions of the (NAME OF INCORPORATING STATE) Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these By-laws relating to action required or permitted to be taken or approved by the Members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these By-laws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these By-laws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Corporation;
(c) Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these By-laws;
(e) Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof;
(f) Elect annually a Chairman from the Corporations Membership who shall be the Chief Executive Officer of the Corporation and shall perform all duties as required by these By-laws;
(g) Establish and disband other committees as appropriate to conduct the work of the Corporation by majority vote;
(h) Establish and/or recommend policies to the membership relating to confidentiality, ownership rights, license grants, warranties, public relations, and other criteria which shall apply to all Members of the Corporation;
(i) Approve the Corporations annual budget. If the annual budget is not approved at the start of each calendar year, the Corporation shall operate based on the prior yearly budget, to the extent practical, until an annual budget is approved;
(j) Establish annual dues for all Member classes, and establish privileges and benefits for all such classes except Voting Members;
(k) Communicate actions related to the duties specified in this Section to the membership within 60 days.
Candidates for Directors must be employees or duly appointed representatives of a Sponsor Member. A candidate, not necessarily limited to Sponsor Members, may also be nominated by a vote of a majority of the Directors. A candidacy shall be official upon written nomination signed by two (2) of the Sponsor Members and submitted to the Secretary of the Corporation at least thirty (30) days prior to the date of the election. At such time as all nominees for the Directors are known, but in no event later than twenty-one (21) days prior to the date of the election, the Secretary shall provide each Sponsor Member with a written ballot containing the names of all nominees.
Voting for the election of Directors shall be by written ballot and shall occur prior to the Annual Meeting of Members. Each Sponsor Member shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected.
The Sponsor Members of the Corporation shall elect all but one (1) of the Directors.
At the first annual meeting of Directors half of the Directors to be elected by the Sponsor Members shall be elected for a two year term and half of the Directors to be elected by the Sponsor Members shall be elected for a one year term. Those nominees receiving the highest number of votes ch Director of each special meeting of the Board.
Such notice may be oral or written, may be given personally, by mail, by telephone, by facsimile machine, or by electronic message, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification or electronic message, the Director to be contacted shall acknowledge personal receipt of the facsimile notice or electronic message by a return facsimile, or electronic message or telephone call within three (3) working days of the first notification.
A quorum shall consist of a majority of the Members of the Board of Directors.
In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting.
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these By-laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
Meetings of the Board of Directors shall be presided over by the Chairman or, in his or her absence, by the Secretary. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
To the extent permitted by applicable law, a Director may designate an alternate representative from the same organization to attend a Board of Directors meeting as an observer when that Director is unable to attend a meeting. A Director must be present in person at any meeting to vote.
Meetings shall be governed by such procedures as may be approved from time to time by the Board, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these By-laws, or with provisions of law.
Directors may participate in a regular or special meeting through use of conference telephone or similar communications, so long as all people participating in such meeting can hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, (2) whenever the number of authorized Directors is increased, (3) whenever a Director's employer terminates its membership in the Corporation, and (4) in the case of Directors who are employees or representatives of a Sponsor Member, whenever a Director's employment with his or her employer is terminated for any reason.
Any Director may resign effective upon giving written notice to the Chairman, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the state of (NAME OF INCORPORATING STATE)
When a vacancy exists as a result of the provisions of this section, the Sponsor Member employing the vacating Director may propose a qualified employee to the Board of Directors to replace the vacating Director. If the Sponsor Member's nominated replacement is rejected by a majority of the Board of Directors, the Board may by majority vote fill the vacancy by consideration of qualified candidates nominated by other Sponsor Members to fill the vacancy.
This shall apply to a Sponsor Member vacancy only. A vacancy caused by the representative of a Member from another category shall be filled by majority vote of the Board of Directors without consideration of a replacement nominated by that Member.
If the number of Directors then in office is less than the minimum required by Section 4.1, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
The Directors and officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of (NAME OF INCORPORATING STATE).
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, officer, employee or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these By-laws or provisions of law.
Any Action that the Board of Directors is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All consents shall be filed with the minutes of the proceedings of the Board.
The officers of the Corporation shall be a Chairman, a Chairman, a Secretary and a Treasurer. The Corporation may also have other officers with such titles as may be determined from time to time by the Board of Directors.
Officers shall be elected by the Board of Directors, at each annual meeting of the Board of Directors, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
It shall not be required for officers to maintain any membership in the Corporation.
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Corporation.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairman, such vacancy may be filled temporarily by appointment by the Chairman until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the Board shall determine.
The Chairman shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these By-laws, or which may be prescribed from time to time by the Board of Directors, including presiding as chairperson at all meetings of the Board of Directors and at all meetings of the Members.
Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these By-laws, the Chairman shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
The Secretary shall:
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these By-laws, or which may be assigned to him or her from time to time by the Board of Directors.
The Treasurer shall
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these By-laws, or which may be assigned to him or her from time to time by the Board of Directors.
The officers shall serve without compensation, unless compensation is authorized by the Board of Directors.
Nothing herein contained shall be construed to preclude any officer from serving the Corporation in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore as long as such compensation is approved by a majority of disinterested Directors.
The Board of Directors may, by a majority vote of its Members, designate an Executive Committee consisting of three (3) Directors and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the Corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its Members, the board may at any time revoke or modify any or all the Executive Committee authority so delegated, increase or decrease but not below three (3) the number of the Members of the Executive Committee, and fill vacancies on the Executive Committee from the Directors. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the Board may require.
The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors or upon majority vote of the Voting Members. These committees may consist of persons who are not also Members of the board and shall act in an advisory capacity to the board.
Meetings and action of the committees shall be governed by, noticed, held and taken in accordance with the provisions of these By-laws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its Members for the Board of Directors, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations, of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these By-laws.
The Board of Directors, except as otherwise provided in these By-laws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and approved by the Chairman of the Corporation, except in cases where the amount exceeds a pre-determined threshold set by the Board; in such cases a check shall require a second signature by an officer of the Corporation.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf, and for the benefit, of the Corporation any contribution, gift, bequest, or device for the nonprofit purposes of this Corporation.
The Corporation shall keep at its principal office:
(a) Minutes of all meetings of Directors, committees of the board and, if this Corporation has Members, of all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof including all proxies;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its Members, if any, indicating their names and addresses and, if applicable, the class of membership held by each Member and the termination date of any membership;
(d) A copy of the Corporations Articles of Incorporation and By-laws as amended to date, which shall be open to inspection by the Members, if any, of the Corporation at all reasonable times during office hours.
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these By-laws, and provisions of law.
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the Members, if any, of this Corporation, to be so prepared and delivered within the time limits set by law.
Notwithstanding any other provisions of these By-laws, the Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from United States federal income tax under Section 501 (c) (6) of the United States Internal Revenue Code.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, Directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation.
Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment of all debts and liabilities of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
These By-laws, or any of them, may be altered, amended, or repealed and new By-laws adopted by approval of two-thirds (2/3) of the Sponsor Members of the Corporation.
If there is any conflict between the provisions of these By-laws and the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these By-laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-laws shall be unaffected by such holdings.
All references in these By-laws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of the Corporation filed with an office of this state and used to establish the legal existence of the Corporation.
All references in these By-laws to a section or sections of the United States Internal Revenue Code shall be to such sections of the United States Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
The Corporation shall have Sponsor Members, with voting privileges, and other classes of membership as defined by the Board of Directors. No Member shall hold more than one membership in the Corporation. Where it appears that an organization is, via related, partially owned, or subsidiary entities, seeking membership in the Corporation for such entities, the Board of Directors shall determine the suitability of these memberships by considering written guidelines and the best interests of the Corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the By-laws of this Corporation, or provisions of law, all Members shall have the rights, privileges, restrictions and conditions established by resolution of the Board of Directors.
Sponsor Members shall have the following rights and privileges:
The qualifications for membership in this Corporation are as follows:
Any Profit Corporation, Nonprofit Corporation, Government Organization, Educational Institution or other enterprise or individual supportive of this Corporations goals, policies and procedures is qualified to become a Member of the Corporation.
Applicants shall be admitted to membership upon completion of a Registration Form and payment of the first annual dues fee as specified in the following sections of this By-law.
The annual dues payable to the Corporation by each class of Members shall be established and may be changed from time to time by resolution of the Board of Directors. Dues shall be due and payable upon written commitment to join the Corporation. Dues shall be for the twelve months from the date of the applicant's written commitment to join and shall be due and payable each successive year on that same date provided membership is retained by the Member. If any Member is delinquent in the payment of dues, such Members rights, including all voting rights, shall be deemed revoked upon written notice from the Corporation until all delinquent dues are paid.
There is no limit on the number of Members the Corporation may admit.
The Corporation shall keep a membership book containing the name and address of each Member, the date upon which the applicant became a Member, and the name of one individual from each Member organization who shall serve as a primary contact for the Corporation and vote on all issues submitted to a vote on behalf of the voting member, receive all correspondence and information, and distribute this information within his/her organization. Termination of the membership of any Member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the Corporations principal office.
No Member of this Corporation is, as such, individually liable for the debts, liabilities, or obligations of the Corporation.
No Member may transfer a membership or any right arising therefrom. All rights of membership cease upon the Member's dissolution.
The membership of a Member shall terminate upon the occurrence of any of the following events:
(1) If this Corporation has provided for the payment of dues by Members, upon a failure to renew membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such Member by the Secretary of the Corporation. A Member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the Members receipt of the written notification delinquency.
(2) After providing the Member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation. Any person expelled from the Corporation shall receive a pro- rated refund of dues already paid for the current dues period.
All rights of a Member in the Corporation shall cease on termination of membership as herein provided.
Meetings of Members shall be designated from time to time by resolution of the Board of Directors and be held at places and times reflecting the global nature of the Corporation and to encourage maximum participation. Meetings may be held in person or by any combination of audio, document or video teleconferencing techniques.
The Annual Meetings of Members shall be held for the purpose of announcing the results of elections of Directors and transacting other business as may come before the meeting. The Annual Meeting of Members shall be deemed a regular meeting.
Other regular meetings of the Members shall be held on dates and at times to be determined by the Board of Directors, with the expectation that there will be at least one additional meeting of Members each year.
Special meetings of the Members for any purpose shall be called by the Board of Directors, or by written request of two-thirds (2/3) of the Sponsor Members.
Unless otherwise provided by the Articles of Incorporation, these By-laws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than thirty (30) nor more than forty-five (45) days before the date of the meeting, at the direction of the Chairman, or the Secretary, or the persons calling the meeting, personally by mail, or by facsimile transmission or other electronic means to each Sponsor Member. If mailed, such notice shall be deemed to be delivered when deposited in the mail addressed to the Sponsor Members prime contact at his or her address as it appears on the records of the Corporation, with postage prepaid. Personal notification includes notification by telephone, facsimile machine, or other electronic means provided however, in the case of facsimile notification or electronic message, the Sponsor Member to be contacted shall acknowledge personal receipt of the facsimile notice or electronic message by a return facsimile or electronic message or telephone call within three (3) working days of the first notification.
The notice of any meeting of Members at which Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given or as soon thereafter as such information is known.
Whenever any notice of a meeting is required to be given to any Member of this Corporation under provisions of the Articles of Incorporation, these By-laws, or the law of this state, a waiver of notice in writing signed by the Member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
A quorum shall consist of a majority of the Sponsor Members of the Corporation.
Except as otherwise provided under the Articles of Incorporation, these By-laws, or provisions of law, no business shall be considered by the Members at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Every act or decision done or made by a majority of Sponsor Members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the Sponsor Members, unless the Articles of Incorporation, these By- laws, or provisions of law require a greater number.
Each Sponsor Member is entitled to one vote on each matter submitted to a vote by the Sponsor Members. Voting at duly held meetings shall be by a show of hands if held in person, or by voice ballot if held by audio, video or document teleconferencing, unless otherwise required. Results of all ballots shall duly be distributed to all Members within 30 days of each ballot.
Other classes of Members are not entitled to vote on any matter submitted to a vote by the Sponsor Members.
Except as otherwise provided under the Articles of Incorporation, these By-laws, or provisions of law, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Corporation distributes a written ballot to each Sponsor Member on the matter.
The ballot shall:
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these By-laws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot 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 the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Directors shall be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered.
Meetings of Members shall be presided over by the Chairman of the Corporation or, in his or her absence, by the Chairman of the Corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting Members, present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of Members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be conducted so as to allow for active, fair and open participation by all Members attending the meeting. All participants shall have the right to express opinions on the subject matter, whether or not these opinions dissent with that of the majority. Where a decision is called for it shall be effected by consensus or the matter shall be put to voice vote and each Sponsor Member shall have the opportunity to vote on the outcome. Meetings may not be adjourned until questions, opinions and comments from all participating Members are voiced and duly recorded by the presiding person.
Every Sponsor Member shall have the right to vote either in person or by one or more agents authorized by a proxy validly executed by the Sponsor Member. A proxy may be executed by written authorization signed, or by electronic transmission authorized, by the Sponsor Member, giving the proxy holder(s) the power, to vote the vote. A proxy shall be deemed signed if the Sponsor Members name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission or otherwise) by the Sponsor Member. A proxy may only be held by a Sponsor Member of the Corporation.
A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the cooperation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no such proxy shall be valid after the expiration, of eleven, (11) months from the date of such a proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of (NAME OF INCORPORATING STATE) Corporations Code.