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ARTICLE III Meetings of Members Section 3.1 Annual Members' Meeting. The annual meeting of members shall be held once each year, within 45 days of the start/end of the fiscal year (December 31) or at such a time and place as the Board of Directors determines for the purpose of electing directors and transacting such other business as may come before the meeting. Section 3.2 SpecialMeet_i_n_gs of Members. Special meetings of the members for any purpose or purposes may be held at any time upon the call of the President, upon the call of any three (3) directors, or upon the written request of one-fourth (114) of the members entitled to vote. Section 3.3 Notice of Members' Meetings. Notice of all member meetings, annual or special, stating the place, day, and hour of the meeting and whether it is annual or special, and in case of a special meeting stating the purpose or purposes thereof, shall be given not less than ten (10) nor more than forty-five (45) days in advance of the meeting, in person or by mail, phone, email or FAX. Section 3.4 Voting. Ten percent (10%) of the members entitled to vote on a matter shall constitute a quorum. When a quorum is present at any meeting, the vote of a majority of the members present shall, except where a larger vote may be required by law or these by-laws, decide any question brought before the meeting. The vote of each member must be cast in person or by proxy_ Members may give their proxy, in writing or another verifiable form (email or FAX), to the then current President of the Association or to any member of the Association at least one day before the announced date of the meeting. Proxies may be specifically "for" or "against" a nominated individual or item of business or they may be general and allow the President or member to vote the proxy at his discretion. ARTICLE IV Board of Directors Section 4.1 Powers. The corporate powers of the ASSOCIATION shall be vested in its Board of Directors to the fullest extent permitted by the laws of the State of Hawaii. As used herein, "Board" means Board of Directors. The Board shall have general charge of the affairs, funds, and property of the Association, and shall have full power, and it shall be their duty, to enforce the Bylaws. 26-08