Article III
MEETING OF MEMBERS
SECTION 1. ANNUAL MEMBER MEETINGS. In a county served by the Cooperative, the Cooperative:
Shall annually hold a meeting of Members (“Annual Member Meeting”); and The Board shall determine the date, time, and location of any Annual Member Meeting.
At the Annual Member Meeting, the President and Treasurer shall provide a written report, or oral presentation, regarding the Cooperative’s activities and financial condition. The Cooperative’s failure to hold an Annual Member Meeting does not affect any action taken by the Cooperative.
SECTION 2. SPECIAL MEMBER MEETINGS. The Cooperative shall hold a special meeting of Members at a date, time, and location determined by the Board (“Special member Meeting”) upon the Cooperative receiving:
1. A written or oral request from the Board or President;
2. A written request signed by at least three (3) Directors currently in office; or
3. One (1) or more written demands signed and dated by at least ten percent (10%) of the Cooperative’s total current non-suspended Members (“Total Membership”) requesting, and describing the purpose of a special meeting of Members (“Member Demand”).
If the Cooperative fails to properly notify the members of a Special Member Meeting within Thirty (30) days of receiving any Member Demand, then a Member signing the Member Demand may:
1. Reasonably set the time, place, and location of the special Member Meeting, and
2. Properly notify the Members of the Special Member Meeting.
SECTION 3. PERMITTED MEMBER ACTION AT MEMBER MEETINGS. At any Annual Member Meeting, or Special Member Meeting (collectively, “Member Meeting”), Members may consider, vote, or act only upon a matter for which:
1. Unless otherwise provided in these Bylaws, the Board and Members were notified properly; or
2. The Members are authorized to consider, vote, or act.
3. At a Special Member Meeting the Members may consider, vote, or act upon only those matters properly described in the notice.
SECTION 4. NOTICE OF MEMBER MEETINGS. As directed by the President, Secretary, or any Officer or Member properly calling a Member Meeting, the Cooperative shall deliver written notice of the Member Meeting;
1. by mail, or by including written notice appearing in the Cooperative newsletter;
2. to all Members entitled to vote at the Member Meeting;
3. Indicating the date, time, and location of the Member Meeting;
4. At least ten (10), but no more than forty-five (45), days prior to the Member Meeting; and
5. For any Annual Member Meeting, describing any matter to be considered, or voted or acted upon, at the Annual Member Meeting; and
6. For any Special Member Meeting, stating the purpose of, and describing any matter to be considered, or voted or acted upon, at the Special Member Meeting.
Notice of a Member Meeting is delivered when deposited in the United States Mail with prepaid postage affixed and addressed to a Member at the Member’s address shown on the Membership List.
The inadvertent and unintended failure of any Member to receive notice of any Member Meeting shall not affect any action taken at the Member Meeting.
SECTION 5. RECORD DATE. The Board may fix a date for determining the Total Membership and the Members entitled to:
1. Notice of a Member Meeting; and
2. Vote at a Member Meeting.
No Board determined Record Date may be more than seventy (70) days prior to the date of the Member Meeting.
Unless otherwise fixed by the Board, the Record Date for determining the Total Membership and the Members entitled to:
1. Notice of a Member Meeting is 5:00 p.m. on the business day preceding the day the Cooperative notifies Members of the Member Meeting; and
2. Vote at a Member Meeting is the date of the Member Meeting.
SECTION 6. MAIL BALLOT. Except as restricted below, in conjunction with a Member Meeting, members may vote by mail on any matter as provided in these Bylaws by the Cooperative delivering a written ballot (“Member Mail Ballot”)to all Members entitled to vote on the matter and from whom the Cooperative received a written request for a Member Mail Ballot at least fifteen (15) days prior to the Member Meeting.
Members submitting a completed Member Mail Ballot may not vote at the Member Meeting specified in the Member Mail Ballot regarding any matter described in the Member Mail Ballot. Member Mail Ballots received by the Cooperative prior to the Member Meeting will not be counted in determining whether a Member Quorum exists at the member Meeting.
The Cooperative shall count all properly completed Member Mail Ballots received on, or before, the time and date specified in the Member Mail Ballot as the Member’s vote.
Each Member Mail Ballot (“Ballot”) must:
1. Set forth and describe each proposed action and include the language of any motion, resolution, Bylaw Amendment, or other written statement, upon which a Member is asked to vote;
2. State the date of any Member Meeting at which Members are scheduled to vote on the matter;
3. Provide an opportunity to vote for or against, or to abstain from voting on, each proposed action;
4. Instruct the Member how to complete and return the completed Ballot; and
5. State the time and date by which the Cooperative must receive the completed Ballot.
Unless otherwise provided by the Board, a Member may not revoke a completed Ballot received by the Cooperative. A Member’s failure to receive a Ballot does not affect any action taken by Member Mail Ballot.
Members may not vote by mail on the matters of election of directors, bylaws, dividing the service territory into districts, property transfers, or other issues expressly prohibited by state law.
SECTION 7. QUORUM. A quorum for the transaction of business at all meetings of the Members shall be 50 Members, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The record of the events of such meeting shall contain a list of the members present in person as well as those voting by mail, if any.
SECTION 8. MEMBER VOTING. Upon presenting identification or proof of Cooperative membership as reasonably required by the Cooperative, each non-suspended Member may cast one (1) vote on any matter for which the Member is entitled to vote. A spouse may vote in the absence of the voting Member. Individuals voting on behalf of non-natural person members must present evidence satisfactory to the Cooperative that the individual is duly authorized to vote for the non-natural person Member.
Unless otherwise provided by law, the Articles, or these Bylaws, Members approve a matter and act if:
1. A Member Quorum is present; and
2. A majority of Members present in person or voting by Member Mail Ballot, entitled to vote on a matter, and voting on the matter, vote in favor of the matter.
Any Bylaw Amendment increasing or decreasing the vote required for any Member action must be approved by the Members.
At any Member Meeting, the individual presiding over the Member vote may require the Members to vote by voice. If the individual presiding over the Member vote determines, in good faith, that a written vote is required to determine the vote results, then the Members shall vote by written ballot (“Member Meeting Written Ballot”).
Members may not cast cumulate votes. Agreements signed by Members providing the manner in which a Member will vote are not valid.
SECTION 9. ACCEPTING AND REJECTING MEMBER VOTING DOCUMENTS. Regarding any Member Mail Ballot or other document allegedly executed by, or on behalf of, a Member (collectively, “Member Voting Document”):
A. Acceptance. The Cooperative may accept, and give effect to, the Member Voting Document if:
1. The name signed on the Member Voting Document corresponds to a Member’s name, and the Cooperative acts in good faith; or
2. The Cooperative reasonably believes the Member Voting Document is valid and authorized.
B. Rejection. The Cooperative may reject, and not give effect to, the Member Voting Document if the Cooperative:
1. Acts in good faith; and
2. Has reasonable basis for doubting the validity of:
a. The signature on the Member Voting Document; or
b. The signatory’s authority to sign on behalf of the Member.
C. Liability. Neither the Cooperative, nor any Cooperative Member, Director, Officer, employee, or agent, is liable to any Member for accepting or rejecting a Member Voting Document as provided in this Bylaw.
SECTION 10. CREDENTIALS AND ELECTION COMMITTEE. When any matter is submitted to a written ballot of the Members, the President of the Board shall, immediately before any Member Meetings, appoint a Credentials and Election Committee consisting of an uneven number of Members, not less than three nor more than seven who are not close relatives or Members of the same household of known candidates for directors to be elected at such meeting. In appointing the committee, the President shall have regard for equitable representation of the several areas served by the Cooperative. It shall be the responsibility of the Committee to pass upon all questions that may arise with respect to the registration of members, to count all ballots cast in any election or in any other ballot vote taken, and to rule upon the effect of any ballots irregularly marked. The Committee’s decision on all such matters shall be final. Such Committee may utilize such employees as it deems necessary and prudent in discharging its duties as set forth above.
SECTION 11. MEMBER MEETING ORDER OF BUSINESS. The Board shall determine the agenda and order of business for Member Meetings.
