Article III – Meeting of Members

Section 1 - Annual Meeting

The annual meeting of the members shall be held each year between the first day of February and the first day of September, at a place within the area served by the Cooperative selected by the Board of Directors, which shall be designated in the notice of the meeting for the purpose of electing directors and transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

The Board of Directors, in the event of an emergency or other unusual circumstance, may vote to hold the annual meeting in a different manner other than the traditional format. Directors may vote to hold the meeting virtually by videoconference, or through social media allowing members to view the meeting but not attend in person. Under such circumstances, voting may be limited to early voting by mail-in, electronic ballots, or limited on-site voting.

Section 2 - Special Meeting

Special meetings of the members may be called by the Chairman, by the Board of Directors, or upon a written request signed by at least 25% of all the members and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at a place within the area served by the Cooperative selected by the person or persons calling the meeting and shall be specified in the notice of the special meeting.

Section 3 - Notice of Members’ Meetings

Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 30 days before the date of the meeting, by mail, by electronic means or personally, by or at the direction of the Secretary, or by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. In case of a joint membership, notice given to either husband or wife shall be deemed notice to both joint members. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Any member may waive in writing any notice of meeting required to be given by these bylaws. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting by such member unless the member shall, at the beginning of the meeting, publicly announce that he or she is attending for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 4 - Quorum

1/50th of the total number of members of the Cooperative present in person and eligible to vote shall constitute a quorum for the transaction of business at all meetings of the members; provided that, if less than 1/50th, a quorum of members, are present at said meeting, a majority of the members so present may adjourn the meeting from time to time without further notice, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting to reconvene.

Section 5 - Voting

Each member shall be entitled to one vote and no more upon each matter submitted to a vote by mail ballot, electronic media, and in person at the meeting of the members or any other means of submission approved by the board of directors. Except as otherwise specifically provided by the Articles of Incorporation or the law, a majority vote of those members who are voting at any regular meeting, or at any special meeting of the members called for that purpose, or above-mentioned voting method, shall be necessary for the taking of any action, adopting of any resolution, or the election of any directors, or otherwise, as the case may be. The foregoing notwithstanding, if more than 2 persons are running for election as director from the same district, the person receiving the most votes shall be elected.