19D - CMD ANNUAL REPORT - Laserfiche WebLink

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SECTION 18. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the President of Downtown Incorporated or, in the President's absence, by the Vice President, if the Board of Directors has elected a Vice President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. In the absence of the President and Vice President, the Secretary will call the meeting to order to conduct the election of the temporary presiding officer. The Secretary of Downtown Incorporated 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. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of Downtown Incorporated, or with provisions of law. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another. Such participation shall constitute presence at the meeting. SECTION 19. MAJORITY ACTION AS BOARD ACTION. (a) 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 or Bylaws of this Corporation, or provisions of the California Nonprofit Corporation Law require a greater percentage or different voting rules for approval by the Board. (b) Proxies Prohibited. Every Director entitled to vote at any meeting of the Board of Directors shall do so in person. No proxies shall be permitted. SECTION 20. ELECTRONIC APPEARANCE Teleconferencing and videoconferencing, as authorized by §54953 of the Ralph M. Brown Act may be used for all purposes in connection with meetings. All votes taken during a teleconferenced and video conference meeting shall be by roll call. If teleconferencing or videoconferencing is used, the Board shall post the agenda at all teleconference and videoconference locations and conduct meetings in a manner that protects the constitutional rights of the parties or the public appearing before the Board. Each location shall be identified in the notice and agenda of the meeting. SECTION 21. ADJOURNMENT A majority of the Directors present, whether or not a quorum is present, may adjourn any Board meeting to meet again at a stated day and hour or from time to time until the time fixed for the next regular meeting of the Board. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum due to a withdrawal of Directors from the meeting, provided that any action taken thereafter must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, the Articles of Incorporation, or Bylaws of Downtown Incorporated. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by 15 19D-27