Article III. Meeting of Members

Section 1. Annual Meeting

The annual meeting of the members shall be held at a date and time specified by the Board of Trustees at such place within the service area of the Cooperative as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of reporting on the election of Board members, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. In the event that such annual meeting is not held, for any reason, a special meeting in lieu thereof shall be called and held as soon thereafter as convenient, and any business transactions at such meeting shall be as valid as if transacted at the annual meeting.

Section 2. Special Meeting

Special meetings of the members may be called by resolution of the Board, or upon written request signed by any 3 Board members, by the Chair, or by 10% or more of all members, and it shall thereupon be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided. Special meetings of the members may be held at any place within the service area of the Cooperative designated by the Board.

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 or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than 7 days or more than 25 days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon default in duty by the Secretary, 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 the address as it appears on the records of the Cooperative, with postage thereon prepaid. 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. Notice of adjournment of a members’ meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Section 4. Quorum

The members entitled to vote in person or represented by proxy at any meeting of the members shall constitute a quorum.

Section 5. Voting

  1. Each member shall be entitled to 1 vote and no more upon each matter submitted to a vote. All questions shall be decided by a vote of a majority of the members voting thereon in person, by mail, or by electronic means, including Internet voting, except as otherwise provided by law, the Articles of Incorporation or this Code of Regulations subject to provisions outlined in Article 1, Section 2 Joint Membership.
  2. The vote of a firm, association, corporation, partnership, body politic or subdivision thereof which is a member shall be cast by a duly authorized representative of said member.

Section 6. Order of Business

The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting:

  1. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or
    waivers of notice of the meeting, as the case may be.
  2. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action
  3. Presentation and consideration of reports of officers, Board members, and the committees.
  4. Report on the election of Board members.
  5. Unfinished business.
  6. New business.
  7. Adjournment.