ARTICLE V

MEETINGS OF THE MEMBERS

Section 1 – Annual Meetings

The Annual Meeting of the Members shall be held with six (6) months from the end of the fiscal year following the Annual TRIZ Convention in each year at ten o'clock a.m., unless a different hour is fixed by the Board of Directors. If that day is legal holiday in the place where the meeting is to be held, then the meeting will be held on the next succeeding full business. The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law, by the Article of Organization or by these Bylaws, may be specified by the Board of Directors or the President. If no Annual Meeting has been held on the date fixed above, a special meeting in lieu thereof may be held and such special meeting shall have for the purpose of these Bylaws or otherwise all the force and effect of an annual meeting.

Section 2 – Special Meetings

A special meeting of the Members may be called at any time by a majority of the Directors acting by vote or by written instrument signed by them. A special meeting of the Members may also be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Secretary (herein after referred to as "Clerk"), by any other officer, upon written application of ten (10%) percent of all Members.

Section 3 – Place of Meetings

All meetings of the Members shall be held at the principal office of the Corporation in Massachusetts, or if permitted by the Articles of Organization, elsewhere within the United States by a majority of the Directors acting by vote or by written instrument or instruments signed by them. Any adjourned session of any meeting of the Members shall be held at such place within the United States as is designated in the vote of adjournment.

Section 4 – Notice of Meetings

A written notice of the place, date and time of all meetings of Members (Annual or Special), stating the purpose of the meeting shall be given at least sixty (60) days before the meeting to each Member of record. Leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such Member at his address as it appears in the records of the Corporation. A notice shall be given by the Clerk or in case of death, absence, incapacity or refusal of the Clerk, by any other officer designated by the Board of Directors. Whenever a notice of a meeting is required to be given to a member under any provision of law, of the Articles of Organization, or of these Bylaws, a written waiver thereof, executed before or after the meeting by such Member or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.

Section 5 – Quorum

At any meeting of the Members, a quorum shall consist of ten (10%) percent of all Members entitled to vote at the meeting. If two or more classes of Members are entitled to vote on any matter as separate classes, then in the case of each such class, a quorum for that matter shall consist of ten (10%) percent of that class. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the questions, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 6 – Action by Vote

When a quorum is present at any meeting, a majority of the votes properly cast for election to any office shall elect to such office. When a quorum is present at any meeting, a majority of the vote properly cast upon any question shall decide the question, except when a larger vote is required by law, by the Articles of Organization or by the Bylaws. No ballot shall be required for any election unless requested by a Member present or represented at the meeting and entitled to vote in the election.

Section 7 – Voting

Members entitled to vote shall each have one vote-held by them of record, (according to the records of the corporation), unless otherwise provided by the Article of Organization.

Section 8 – Setting Record Date

The Board of Directors may fix in advance a time not more than sixty (60) days before the date of any meeting of the Members, as the record date for determining the Members having the right to notice and to vote at such meeting. If no record date is fixed then the record date for determining the Member's having the right to notice of or to vote at a meeting of Members shall be at the close of business on the day preceding the day on which notice is given. The record date for determining Membership for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto, or as outlined in the Corporation's Policies and Procedures.

Section 9 – Action of Consent

Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if all Members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of members. Such consents shall be treated for all purposes as a vote at a meeting.

Section 10 – Proxies

Members entitled to vote may vote either in person or by proxy in writing dated not more then six (6) months before the meeting named therein, which proxies shall be filed with the Clerk or other person responsible to record the proceedings of the meeting before being voted. Unless otherwise specifically limited by their terms such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.