§ 611. Qualification of voters; fixing record date to determine\n eligibility to vote; voting entitlement.\n (a) The by-laws may provide or, in the absence of such provision, the\nboard may fix, in advance, a date as the record date for the purpose of\ndetermining the members entitled to notice of any meeting of members or\nany adjournment thereof. Such record date shall not be more than fifty\nnor less than ten days before the date of the meeting.\n (b) Any member in good standing, otherwise eligible to vote, is\nentitled to vote at any meeting of members, except that, if the\ncertificate of incorporation or the by-laws so provide, the by-laws may\nprovide or, in the absence of such provision, the board may fix a date\nas the record date for the purpose of determining the member
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§ 611. Qualification of voters; fixing record date to determine\n eligibility to vote; voting entitlement.\n (a) The by-laws may provide or, in the absence of such provision, the\nboard may fix, in advance, a date as the record date for the purpose of\ndetermining the members entitled to notice of any meeting of members or\nany adjournment thereof. Such record date shall not be more than fifty\nnor less than ten days before the date of the meeting.\n (b) Any member in good standing, otherwise eligible to vote, is\nentitled to vote at any meeting of members, except that, if the\ncertificate of incorporation or the by-laws so provide, the by-laws may\nprovide or, in the absence of such provision, the board may fix a date\nas the record date for the purpose of determining the members entitled\nto vote at any meeting of members or any adjournment thereof, or to\nexpress consent to or dissent from any proposal without a meeting, or\nfor the purpose of determining members entitled to receive any\ndistribution or the allotment of any rights, or for the purpose of any\nother action by the members. Such record date shall not be more than\nfifty nor less than ten days before the date of the meeting.\n (c) If the certificate of incorporation or the by-laws provide for a\nrecord date, as authorized by paragraph (b), and no record date is\nfixed:\n (1) The record date for the determination of members entitled to vote\nat a meeting of members shall be at the close of business on the day\nnext preceding the day on which notice is given, or, if no notice is\ngiven, the day on which the meeting is held.\n (2) The record date for determining members for any purpose other than\nthat specified in subparagraph (1) shall be at the close of business on\nthe day on which the resolution of the board relating thereto is\nadopted.\n (d) When a determination of members of record entitled to notice of or\nto vote at any meeting of members has been made as provided in this\nsection, such determination shall apply to any adjournment thereof,\nunless the board fixes a new record date under this section for the\nadjourned meeting.\n (e) In any case in which a member is entitled to vote, he shall have\nno more than, nor less than, one vote; except that if a corporation has\nan organization as a member, the certificate of incorporation or by-laws\nmay provide that such organization shall be entitled to votes\nsubstantially proportionate to its membership.\n