Article V
BOARD OF DIRECTORS
SECTION 1. REGULAR BOARD MEETINGS. The Board shall regularly meet at the date, time, and location determined by the Board (“Regular Board Meeting”). Unless otherwise required by these Bylaws, the Board may hold Regular Board Meetings without notice. For good cause, the President may change the date, time, or location of any Regular Board Meeting
Any Director not attending any Board Meeting at which the Regular Board Meeting date, time, or location is changed is entitled to receive notice of the Regular Board Meeting change at least five (5) days before the next Regular Board Meeting. All Directors are entitled to receive notice of a President’s change in a Regular Board Meeting date, time, or location at least two (2) days before the changed Regular Board Meeting. The President of the Board may postpone a Board Meeting for 24 hours because of inclement weather.
SECTION 2. SPECIAL BOARD MEETING. The Board, the President, or at least three (3) Directors may call a special meeting of the Board (“Special Board Meeting”) by providing each Director at least two (2) days; prior written or oral notice indicating the date, time and location and purpose of the Special Board Meeting.
SECTION 3. CONDUCT OF BOARD MEETINGS. Unless otherwise provided in these Bylaws, any Regular Board Meeting or Special Board Meeting (“Board Meeting”) may be:
1. Held anywhere within the Cooperative Service Area: and
2. Conducted with absent Directors participating, and deemed present in person, through any means of communication by which all Directors participating in the Board Meeting may simultaneously hear each other during the Board Meeting.
If a Director Quorum is present at any Board Meeting, then:
1. In descending priority, the following Officers may preside at the Board Meeting: President, Vice-President, Secretary, Treasurer; and
2. If no Officer is present, or desired, to preside over any Board Meeting, then the Directors attending the Board Meeting shall elect a Director to preside over the Board Meeting.
SECTION 4. WAIVER OF BOARD MEETING NOTICE. At any time, a Director may waive notice of any Board Meeting by delivering to the Cooperative a written waiver of notice signed by the Director and later filed with the Board Meeting minutes or the Cooperative’s records. Unless a Director:
1. Upon arriving at a Board Meeting or prior to the vote on a particular matter, objects to lack of, or defective, notice of the Board Meeting or a matter being considered at the Board Meeting; and
2. Does not vote for, or assent to, an objected matter;
then the Director’s attendance at, or participation in, a Board Meeting waives notice of the Board Meeting and any matter considered at the Board Meeting.
SECTION 5. BOARD ACTION BY WRITTEN CONSENT. Without A Board Meeting, the Board may take any action required, or permitted, to be taken at a Board Meeting if the action is:
1. Taken by all Directors; and
2. Evidenced by one (1), or more, written consents (“Director Written Consent”):
a. Describing the action taken;
b. Signed by each Director; and
c. Included with the Cooperative’s Board Meeting minutes.
Unless the Director Written Consent Specifies a different effective date, action taken by Director Written Consent is effective when the last Director signs the Director Written Consent. A Director Written Consent has the effect of, and may be described as, a Board Meeting vote.
SECTION 6. DIRECTOR QUORUM AND VOTING. A quorum of Directors is a majority of the Directors in office immediately before a Board Meeting begins (“Director Quorum”). If a Director Quorum is present at the time a matter is voted or acted upon, and unless the vote of a greater number of Directors is required, then the affirmative vote of a majority of directors present and voting is the act of the Board.
SECTION 7. COMMITTEES. The Board may create committees of the Board (“Board Committees”) and appoint Directors to serve on the Board Committees. Each Board Committee must consist of two (2) or more Directors, and serves at the Board’s discretion. The Board may create committees of the Members (“Member Committees”) and appoint Members, including Directors, to serve on the Member Committees.
A. Creation and Appointment of Committees. Except as otherwise provided in these Bylaws, at least a majority of Directors currently in office must approve the:
1. Creation of any Board committee or Member Committee;
2. Appointment of Directors to any Board Committee; and
3. Appointment of Members to any Member Committee.
B. Conduct of Committee Meetings. To the same extent as the Board and Directors, the Bylaws addressing Regular Board Meetings, Special Board Meetings, Conduct of Board Meetings, Waiver of Board Meeting Notice, Board Action by Written consent, and Director Quorum and voting apply to Board Committees and Directors serving on Board Committees, and to Member Committees and members serving on Member Committees.
C. Committee Authority. Except as prohibited or limited by Law, the Articles, or this Bylaw, the Board may authorize a Board Committee to exercise Board authority. Although a Board Committee may recommend, a Board Committee may not act, to:
1. Retire and refund Capital Credits and Affiliated Capital Credits:
2. Approve the Cooperative’s dissolution or merger, or the sale, pledge, or transfer of all, or substantially all, Cooperative Assets;
3. Elect, appoint, or remove Directors, or fill any Board or Board Committee vacancy; or
4. Adopt, amend, or repeal these Bylaws.
Member Committees may act as specified by the Board, but may not exercise Board authority.
SECTION 8. CONFLICT OF INTEREST TRANSACTION. A conflict of interest transaction is a transaction with the Cooperative in which a Director has a direct or indirect interest (“Conflict of Interest Transaction”).
A. Indirect Interest. A Director has an indirect interest in a Conflict of Interest Transaction if at least one (1) party to the transaction is another entity:
1. In which the Director has a material interest or is a general partner, or
2. Of which the Director is a director, officer, or trustee.
B. Approval of Conflict of Interest Transaction. Regardless of the presence or vote of a Director interested in a Conflict of Interest Transaction, a Conflict of Interest Transaction may be approved, and any Board Quorum or Member Quorum satisfied, if the Conflict of Interest Transaction’s material facts, and the Director’s interest, are:
1. Disclosed or known to the board or Board Committee, and a majority or more than one (1) Director or Board Committee member with no interest in the Conflict of Interest Transaction votes to approve the conflict of Interest Transaction; or
2. Disclosed or known to the Members, and a majority of votes cast by Members not voting under the control of a Director or entity interested in the Conflict of Interest Transaction approves the Conflict of Interest Transaction.
C. Fair Conflict of Interest Transaction. A Conflict of Interest Transaction that is fair when entered is neither;
1. Voidable; nor
2. The basis for imposing liability on a Director interested in the Conflict of Interest Transaction.
