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Article III: Meeting of Members

Section 1. Annual Meeting

The annual meeting of the members shall be held at such date affixed by the board from February 1 to September 1 each year at such place within a county served by the Cooperative, as selected by the board and which shall be designated in the notice of the meeting, for the purpose of electing 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 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, or upon written request signed by any 3 board members, by the president, or by a petition signed by not less than 20% 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 as designated by the board and shall be specified in the notice of the special meeting.

Section 3. Notice of Members’ Meetings

Written or printed notice stating the place, day and hour of the meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when addressed to the member at the member’s address as it appears on the records of the Cooperative, with postage thereon prepaid. Notice of meetings of members may be waived in writing. 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 of any such meeting.

Section 4. Quorum

Other than provided in Article VIII(g) requiring a different quorum requirement of membership meeting to consider a buyout by a non REMC entity, one-fiftieth of all the members of the Cooperative who are either present in person at any meeting of members or who cast votes before the date of the meeting in accordance with Section 5 of this article, of which meeting notice shall be given as provided in Section 3 of this article, shall constitute a quorum for the transaction of business at such meeting. If less than a quorum is established for any meeting, a majority of those present in person may adjourn the meeting without further notice.

Section 5. Voting

Each member shall be entitled to only one vote (notwithstanding the number of membership fees paid) upon each matter submitted to a vote at a meeting of the members.

Persons or entities holding a joint membership shall jointly be entitled to cast only 1 vote upon each matter submitted. In the event of a dispute arising between the owners of a joint certificate, the Cooperative shall consider the person whose name appears first on said certificate as having preferred rights for voting purposes and in all other respects.

Members shall have the option to vote by mail ballot, electronic media and in person at the meeting of the members or any other means of submission approved by the board of directors. Votes must be received no later than the stated return date to be counted prior to the meeting. No vote may be revoked once submitted.

At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members who are present in person or represented as set forth hereinabove, except as otherwise provided by the Articles of Incorporation or these bylaws and, specifically, Article VIII, (g).

This bylaw provision may not be amended except upon two-thirds (2/3) affirmative vote of the board 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 meeting.

  1. Report on the number of members present in person in order to determine the existence of a quorum.
  2. Reading proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Approval of minutes of previous meetings of the members.
  4. Presentation and consideration of reports of officers, trustees and committees.
  5. Election of board members and nominating committee members.
  6. Unfinished business.
  7. New business.
  8. Adjournment.