Article III Meetings of Members

The Annual Meeting of the members shall be held during the months of August, September, October, or November of each year, at such date, and at such place within the cooperative’s service area, as shall be determined by the Board of Directors and as 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. Failure to hold the annual meeting during August, September, October, or November shall not work a forfeiture or dissolution of the Cooperative.

Special meetings of the members may be called by resolution of the Board of Directors, upon a written request signed by any 3 directors, by the President, or by 10% or more 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 members may be held at any place within the service area and specified in the notice of the special meeting.

Written or printed notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than 7 days or more than 45 days before the date of the meeting, either personally, electronically 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, to each member. Members who provide the cooperative with their email address consent to use such address for this and other official Cooperative notices unless indicated otherwise in writing by the members.

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member(s) 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.

As long as the total number of members does not exceed 500, 10% of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed 500, 50 members or 5% of the members present in person, whichever shall be the larger, shall constitute a quorum.

If less than a quorum is present at any meeting, the majority of those present in person may adjourn the meeting from time to time without further notice, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting. Mailed ballots shall count as members present in person.

Each member shall be entitled to only 1 vote. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the articles of incorporation, or these bylaws. Voting by members other than members that are not natural persons (churches, schools, corporations, businesses, etc.) shall be allowed upon the presentation to the Cooperative, prior to, or upon registration at each such member meeting, of satisfactory evidence entitling the persons presenting the same to vote.

1. Members as such shall not vote by proxy. Designated persons (who are employed by or are members of the business, corporation, school, church, etc.) may vote on behalf of members other than natural persons as described in Article III, Section 5.
2. The Secretary shall cause to be prepared a ballot upon the question or questions to be voted on at any general or special meeting of the members, including the election of directors, and the Secretary shall cause to be mailed or emailed to each member, along with the notice of the meeting, 1 ballot. Annual meeting ballots may be delivered and cast electronically.
3. For mailed ballots, the ballot shall be enclosed by such member in a provided sealed voting envelope and placed in the return envelope, which bears the member’s name and is addressed to the Secretary and posted so as to be received by the Secretary at least 48 hours prior to the meeting. The return envelope shall be authenticated by the member’s signature as it appears on the membership card in the corporate office. In the case of joint members splitting their vote, both members must sign. A vote so cast shall be counted as if the members were present and voting in person and shall be counted in determining if a quorum is present. Receipt deadlines for electronically cast ballots shall be the same as for mail ballots, and authentication of ballots cast by electronic means shall be determined by the Election and Credentials Committee. Electronically cast ballots shall be counted as if the member were present and voting in person for Quorum purposes. The Election and Credentials Committee will be responsible for separating the voting envelopes from the return envelopes and placing the sealed envelopes in a ballot box. The Election and Credentials Committee shall develop procedures for documenting electronic ballots and placing said ballots in the ballot box, or otherwise providing proper documentation of the results for each ballot so cast. No member voting by mail or electronically may vote in person at any annual or special meeting.

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:

1. Report as to the number of members present in person and the number of members that have voted by mail in order to determine the existence of a quorum.
2. 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.
3. Reading of unapproved minutes of the previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, directors, and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.

Notwithstanding the foregoing, the Board of Directors or the members themselves may from time to time establish a different order of business for the purpose of assuring the earlier consideration of any action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business; provided, however, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.

The Board of Directors shall, at least 10 days before any meeting of the members, appoint an Elections and Credentials Committee consisting of an uneven number of members, not fewer than 5 nor more than 15, who are not closely related to, or members of the same household as, current directors or candidates.

In appointing the Committee, the board shall have regard for equitable representation from the several districts served by the Cooperative.

2/3 of the committee's members constitute a quorum. In the event a quorum of the committee is not present, other members may be appointed at the meeting to fill any vacancies on the Committee.

The Committee shall elect its own chairman and secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration and any ballot voting, to count ballots, to announce winners, to pass upon all questions which may arise with respect to the registration of members, in person, or validity of mailed ballots, ballots cast in any election or in any other ballot vote taken, to rule upon the effect of any ballots irregularly or indecisively marked, and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election.

In the event a protest or objection is filed concerning any election, such protest or objection must be filed during the meeting or within 3 business days following the adjournment of the meeting in which the election is conducted.

The Committee shall thereupon be reconvened upon notice from its chairman, not less than 7 days after such protest or objection is filed. The Committee shall hear such evidence as is presented by the protestor(s) or objector(s) who may be heard in person, by counsel, or both; and the Committee, by a vote of a majority of those present and voting, shall within a reasonable time but not later than 30 days after such hearing, render its decision, which may be either to affirm or change the results of the election or to set aside such election.

The Committee's decision, as reflected by a majority of the quorum present and voting on all such matters, shall be final.

Parliamentary procedure at all meetings of the members, of the Board of Directors, of any committee provided for in these bylaws and of any other committee of the members or Board of Directors which may from time to time be duly established shall be governed by the most recent edition of Roberts Rules of Order, except to the extent such procedure is otherwise determined by law or by the Cooperative's certificate of incorporation or bylaws.