5.3. ERMUSR 05-11-2004 - Laserfiche WebLink

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2.2 Voting Rights. Class A Members shall have voting rights. Each Class A Member shall be entitled to one (1) vote, except as may be otherwise provided in the Articles of Incorporation. There shall be no voting by proxy. Except where a different vote is required by law, the Articles of Incorporation, or these Bylaws, the Class A Members shall take action by affirmative vote of the majority of the Class A Members entitled to vote. Class B Members shall have no voting rights for any purpose. 2.3 Membership Meetings. There shall be a regular, annual meeting of the Class A Members and there may be special meetings of the Class A Members. The Board of Directors shall establish the place and time of membership meetings. A quorum of Class A Members for any membership meeting shall be a majority of Class A Members. 2.4 Membership Dues. The Board of Directors shall have authority to levy dues upon members, in such amounts as the Board shall determine from time to time. The Board shall determine the method of collection or enforcement of dues, and shall establish policies with respect to cancellation of membership, on reasonable notice, for nonpayment of dues and for the reinstatement of members. 2.5 Termination. The Board of Directors shall have authority to establish procedures for the expulsion or suspension of members, which procedures shall be fair and reasonable and carried out in good faith. Any procedure for termination of membership rights shall take into consideration all relevant facts and circumstances and provide not less than fifteen (15) days prior written notice of expulsion or suspension and the reasons for it, and shall provide an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of termination by a person authorized to decide that the termination not take place. The expulsion or suspension of a member does not relieve the member from obligations the member may have to the Corporation for dues or other charges. 2.6 Withdrawal. A member may withdraw at any time by duly taking the same actions for withdrawal as were taken by such member for approval and ratification to become a member; provided, however, that no member may withdraw so long as such member is an obligor with respect to any financing with or involving the Corporation. The withdrawal of a member does not relieve the member from any obligations the member may have to the Corporation for fees or other charges. 2.7 Membership Required for Financings. The Corporation may enter into a financing transaction with a municipal utility or a municipal power agency in connection with which such municipal utility or municipal power agency would become an obligor with respect to any financing with or involving the Corporation only if such municipal utility or municipal power agency is, or at the time the financing transaction is entered into will be, a member of the Corporation. •