§ 611. Qualification of voters; fixing record date to determine

eligibility to vote; voting entitlement.

(a) The by-laws may provide or, in the absence of such provision, the
board may fix, in advance, a date as the record date for the purpose of
determining the members entitled to notice of any meeting of members or
any adjournment thereof. Such record date shall not be more than fifty
nor less than ten days before the date of the meeting.

(b) Any member in good standing, otherwise eligible to vote, is
entitled to vote at any meeting of members, except that, if the
certificate of incorporation or the by-laws so provide, the by-laws may
provide or, in the absence of such provision, the board may fix a date
as the record date for the purpose of determining the members entitled
to vote at any meeting of members or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or
for the purpose of determining members entitled to receive any
distribution or the allotment of any rights, or for the purpose of any
other action by the members. Such record date shall not be more than
fifty nor less than ten days before the date of the meeting.

(c) If the certificate of incorporation or the by-laws provide for a
record date, as authorized by paragraph (b), and no record date is
fixed:

(1) The record date for the determination of members entitled to vote
at a meeting of members shall be at the close of business on the day
next preceding the day on which notice is given, or, if no notice is
given, the day on which the meeting is held.

(2) The record date for determining members for any purpose other than
that specified in subparagraph (1) shall be at the close of business on
the day on which the resolution of the board relating thereto is
adopted.

(d) When a determination of members of record entitled to notice of or
to vote at any meeting of members has been made as provided in this
section, such determination shall apply to any adjournment thereof,
unless the board fixes a new record date under this section for the
adjourned meeting.

(e) In any case in which a member is entitled to vote, he shall have
no more than, nor less than, one vote; except that if a corporation has
an organization as a member, the certificate of incorporation or by-laws
may provide that such organization shall be entitled to votes
substantially proportionate to its membership.