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(c) Other Member Organizations : Any organization or business may become a non-voting member of the Council by payment of annual dues as established by the Board of Directors . Section 2: Nondiscriminatory Policy : No person shall be denied membership on the basis of race , color , religion, sex, age , or national origin . Section 3 : Voting . Each individual member and each not-for-profit member organization shall have one vote at any at-large membership meeting . Each not-for-profit member organization may vote through the officer , or agent designated by the not-for-profit member organization in writing to . the Board of Directors , not less than ten ( 10) days prior to any at-large membership meeting at which the vote will be cast. Routine business shall be transacted by a majority vote of the members in attendance . Section 4 : Meeting . All members shall be sent notice of an Annual Meeting not less than ten ( 10) nor more than twenty-one (21) days before the . meeting date . The Annual Meeting , held in the Spring , shall be for the purpose of electing members of the Board of Directors in accordance with the provisions of these bylaws and transacting such business as may properly come before the meeting . Notice of a meeting of members need not be given to any member who , in person or by proxy, signs a waiver of notice either before or after the meeting . Section 5 : Quorum. . At the Annual Meeting and General meeting of members , the presence , in person or by proxy , of eleven ( I1 ) members shall constitute a quorum for the transaction of any business brought before the meeting . Section 6 : Proxies . At all meetings of members , a member or member organization ' s representative may vote in person or by proxy executed in writing by the member or member organization ' s representative . The proxy shall be filed with the Secretary of the Courici.i before or at the time of the meeting . Section 7 : Procedures . Meetings shall be conducted using Robert' s Rules of Order as a procedural guide . Section 8 : Membership Fees . Membership fees , if any , shall be determined by the Board of Directors . BYLAws OF CULTURAL COUNCIL OF INDIAN RIVER COUNTY , INC . Page 2