No one is disputing the word annual.
The word that seems to be disputed is "resolution"
RESOLUTION -
a firm decision to do or not to do something
The bylaws very clearly state that an annual meeting can only be had in any given year only if the board makes a formal resolution to have it.
Without that resolution, the annual meeting is NOT required.
Annual just means that something happens yearly, but no where in the definition of annual does it say that it MUST happen yearly.
I have an annual APR of 25% on my credit card.
An APR stands for annual percentage rate. But it's certainly possible to waive the APR for an introductory 12 months and pay zero percent.
See? Just because it's "annual" does not mean that it MUST happen or that there's an annual REQUIREMENT for it to happen.
The only requirement in the bylaws is that if AND ONLY IF there's a board RESOLUTION to have an annual meeting MUST there be a meeting.
Without the resolution there's no "MUST".
Also the link you provided has nothing to do with ERHC or its bylaws.
Just because someone else like an LLC or an S Corp may require an annual meeting without a resolution (because an LLC or S Corp does not necessarily have a board of directors to even form a resolution), doesn't mean that ERHC'S annual meeting is required. The annual meeting may be optional without a resolution.
Your quote and link are meaningless because they refer to LLCs and S Corps which have no board of directors.
Krombacher
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