Article V Meetings of Directors

The regular annual meeting of the Board of Directors shall be held immediately after, and at the same place as the annual meeting of members for the purpose of electing officers and to transact such other business as may lawfully come before the directors. Officers shall be elected as provided in Article VI, Section 2 of these bylaws. Regular meetings of the Board of Directors, other than the annual meetings, shall be held in the Cooperative's service territory.

Not less than once each year, or upon the absence of, or change in the schedule for regular meetings, all members and directors shall be notified of the schedule of regular meetings in the manner provided herein for the notification of members of the annual meeting of members.

Special meetings of the Board of Directors may be called by the president or by any 3 directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the directors calling the meeting shall fix the time and place for holding the meeting, which shall be within Columbia County or such other territory as the Cooperative may be providing electrical service.

Notice of time, place, and purpose of any special meeting of the Board of Directors shall be given to the directors in 1 of the following ways;

1. By mail deposited in the United States mail addressed to the director at his last known address with the postage thereon prepaid, not less than 3 days or more than 21 days before the time and place set for the meeting (Sundays and holidays excluded). For the purpose of counting days, the day on which the notice is mailed shall be counted as the first day, but the day on which the meeting is scheduled shall not be counted.
2. By personal notice (including telephone, fax, or email) given not less than 20 hours prior to such special meeting.
3. Electronically, not less than 20 hours prior to such special meeting.
4. Any director may waive the required notice of an annual or special meeting by endorsing such waiver in the minutes of the meeting affected thereby.

Reasonable efforts shall be made to inform the membership of special meetings of the directors. Such efforts shall include posting notice of any special meeting in 1 or more locations accessible to the public in the Cooperative's principal place of business, and by notice to any member or members who have attended the last past regular board meeting and have then and there requested notice of any special meetings. No action by the board shall be deemed invalid on account of lack of notice to the membership.

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 articles of incorporation or bylaws.

All regular and special meetings of directors shall be open to attendance by members. Meetings shall also be open to non-members who accompany members or whose presence is deemed necessary by the Board of Directors. Those in attendance shall be provided an opportunity for input at meetings. Executive portion of regular or special meetings shall remain closed to attendance by any person(s) other than those specifically designated by the Board of Directors.

Executive session may be convened for the following:

1. To discuss the purchase of real property.
2. To discuss personnel matters.
3. For the discussion of litigation or possible litigation
4. For the discussion of the delinquent accounts of members
5. To discuss any business deemed to be of a personal or private nature pertaining to members accounts or
   conduct.

No executive session may be held for the purpose of taking any final action or making any final decision.

The board shall provide for the taking of written minutes of all its meetings. Neither a full transcript nor a recording of the meeting is required, except as otherwise provided by law, but the written minutes must give a true reflection of the matters discussed at the meeting and the views of the participants. All minutes shall be available to the members within a reasonable time after the meeting, except for the minutes of executive session, and shall include at least the following information:

1. All members of the board present.
2. All motions, proposals, resolutions, orders, and measures proposed and their disposition.
3. The results of all votes.
4. The substance of any discussion on any matter.