Section 5: Removal of Directors by Members

Any member may bring for cause charges against a director by filing such charges in writing with the Secretary, together with a petition signed by at least 10% of the members, and request the removal of such director by reason thereof. The top portion of each petition signature page shall identify the director whose recall is sought and explain the basis for requesting the director’s removal.

For each signatory, the petition shall contain the member’s printed name, printed address, and original signature. The threshold signature level must be obtained within 60 days of presentation of the initial recall petition to the Cooperative’s Secretary, c/o the Cooperative headquarters.

The director against whom such charges have been brought shall be informed in writing of the charges at least 5 days prior to the meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons bringing the charges against him shall have the same opportunity.

The question of the removal of such director shall be considered and voted upon at the next regular or special meeting of the members, and any vacancy created by such removal may be filled by vote of the members at such meeting without compliance with the foregoing provisions with respect to nominations.

The vote on removal and filling a vacancy shall be by those present, but no vote on the questions of removal shall be taken unless 10% of the members are present in person.