Attachment C: By-Laws
also designate in writing an alternate to serve when the primary representative is
unavailable. The designated representative or alternate may also be employees or
volunteers of the Member. Each Member shall be entitled to one vote on the election of
Directors and all other matters submitted to a vote of the membership.
Section 3.7 Voluntary Withdrawal of Membership
A Member’s membership with CPCNH may be withdrawn by the Member’s
governing body upon notifying the Chair of the Board of Directors in writing and
complying the provisions of Section 3.9.
Section 3.8 Involuntary Termination of Membership
A Member's membership with CPCNH may be terminated by a two-thirds (2/3)
vote of the entire Board of Directors, with the exception of the terminated Member’s
representative if they are also a Director, for reasons deemed good and sufficient by the
voting Directors. Default under a Project Contract, failure to satisfy the material terms
of its Cost Sharing Agreement, as defined in the JPA, with the Corporation, and
material non-compliance with the provisions of the JPA are each ground for
terminating membership.
Section 3.9 Continuing Obligations
Any withdrawn or terminated Member shall execute all reasonable and
necessary documents to effectuate such withdrawal or termination and such Members’
continuing obligations shall be pursuant to the same terms for continuing obligations as
provided for under Article IV, Section 7 of the JPA.
ARTICLE IV
MEMBERSHIP MEETINGS
Section 4.1 Annual Membership Meeting of CPCNH
Each April there shall be an annual meeting (“Annual Membership Meeting”) of
the Members at a specific date, time, and place established by the Board of Directors
(“Board”). Written notice thereof shall be sent to the principal executive officers of each
Member by the Chief Executive Officer or Chair of the Board not less than thirty (30)
days prior to the Annual Membership Meeting date. The notice shall set forth the
number of Directors to be elected by the Members, as well as any other items of
business to be conducted at the Annual Membership Meeting. Only those items set
forth in the notice shall be acted upon at the Annual Membership Meeting.
Section 4.2 Regular Meetings of CPCNH
The Members may vote to hold periodic meetings. An annual schedule for such
meetings may be established by a majority vote of the Members. Written notice for each
such meeting shall be given not less than ten days prior to the date of the meeting. The
notice shall set forth the items of business to be conducted at each meeting. By a
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