Article III

Meetings of Members

Section 1. Annual Meeting.

The Annual Meeting of the Members shall be held during the month of June of each year on a date to be selected by the Board of Directors, at such place, within the counties served by the Cooperative, as selected by the Board of Directors and which shall be designated in the notice of the meeting, for the purpose of electing directors, 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 of Directors to make adequate plans and 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.

Section 2. Special Meetings.

Special meetings of the members may be called by resolution of the Board of Directors, or upon a written request signed by any three (3) directors, by the President, or by petition signed by not less than ten per centum (10 percent) 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 any place within “one of the counties served by the Cooperative”.

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 for which the meeting is called, shall be delivered not less than ten (10) days nor more than twenty-five (25) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, in the United States mail, addressed to the member at the member’s address as it appears on the records of the Cooperative, with postage prepaid thereon. 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.

Section 4. Quorum.

Fifty (50) members present in person shall constitute a quorum at any meeting of the members. 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 minutes of each meeting shall contain a list of the members present in person.

Section 5. Voting.

Each member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, or by mail ballot, if such method is approved by resolution of the Board of Directors, except as otherwise provided by law, the articles of conversion or these bylaws. Voting by proxy shall not be permitted.
When so voting by mail ballot, the member shall be provided, at the time of notice of the meeting at which the question shall be voted upon, with a written or printed ballot fully stating the question and with provisions for the member to indicate thereon his affirmative or negative vote. Such ballot shall be voted by delivering the same in a sealed envelope addressed to the Secretary and bearing the member’s name, in person, by the member, or by mailing to the Secretary of the Cooperative or at place of meeting, simultaneously with or prior to balloting on the question by membership in attendance at said meeting, at which said meeting and time of balloting, the Secretary, after removing the ballot from the sealed envelope shall deposit said ballots in the ballot box or facility provided therefor.

Voting by mail ballot as hereinbefore provided shall be supplemental to the right of voting in person, and shall be authorized only by resolution of the Board of Directors at a regular or special meeting of said Board of Directors, for which any question or decision to be voted upon by the members may be performed by mail ballot, except the election of Directors.

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 meetings:

Report on the number of members present in person in order to determine the existence of a quorum.
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.
Reading of the unapproved minutes of previous meeting of the members and the taking of necessary action thereon.
Election of directors.
Presentation and consideration of reports of officers, directors and committees.
Unfinished business.
New business.
Adjournment.