Article 3 - Member Meetings

Distinction between Member Meetings and Director Meetings. All Members are elected Directors of the Board when they become Members. Meetings of the Members in their capacity as Members shall be governed by this Article 3. Meetings of the Members in their capacity as Directors shall be governed by Article 4. Except as required by law or these Bylaws, votes are cast as Directors rather than as Members. The following acts require voting as Members, rather than as Directors:
1. Acceptance of Members;
2. Expulsion of Members;
3. Election of Directors, if applicable; and
4. Bylaw changes that would:
  1. Materially and adversely affect the rights or obligations of Members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, allocations, patronage, dividends, property rights, or rights to repayment of contributed capital;
  2. Increase or decrease the number of Members authorized in total or for any class;
  3. Effect an exchange, reclassification or cancellation of all or part of the Memberships;
  4. Authorize a new class of Memberships;
  5. Specify or change the maximum or minimum number of Directors or change from a variable number of Directors to a fixed number;
  6. Increase the terms of Directors;
  7. Increase quorum for meetings; and
  8. Change any decision making process described in Article 5.
Member Voting.
1. Each Member will have one vote on each matter submitted for a vote.
2. If a vote requires that Members cast a ballot, only Members that have been Members of the Cooperative for more than 5 days prior to the meeting date may be entitled to cast ballots.
3. Cumulative voting shall not be permitted for any purpose.
4. Proxy voting shall not be permitted for any purpose.
5. Unless otherwise specified, all votes shall be conducted using the Modified Consensus Decision-Making Process described in Section 5.2.
Annual Member Meeting.
1. The annual Member Meeting shall be held via any means that allow for real-time participation by all Members.
2. At this meeting, Members shall conduct the following business:
  1. Elect Members to serve on the Board of Directors and other Cooperative Committees;
  2. If the Cooperative has fewer than three Members, elect enough non-Member Directors to establish a minimum three-person Board of Directors;
  3. Elect Officers; and
  4. Address any other proper business.
3. If the bylaws are amended to change from a variable to fixed number of Board Members (e.g., the Members vote to have seven Directors instead of having all Members serve as Directors, Board election shall be held at the Annual Member Meeting, and these Bylaws shall be amended to provide for reasonable election procedures and procedures for the removal of Directors.
4. If the meeting falls on a holiday it should be held at the same time/place the following business day.
Special Member Meetings.
1. Special meetings of the Members for any lawful purpose may be called by the Board, President, Secretary, or by at least 20% of the Members.
2. The procedure for calling a Special Member Meeting shall be as follows:
  1. The Member(s) requesting the special meeting shall submit a request to the Board of Directors or an empowered meeting committee;
  2. Within 3 days after receipt, the Board of Directors or empowered meeting committee shall notify Members entitled to vote that a meeting will be held at a time fixed by the Board, not less than 2 nor more than 30 days after the receipt of the request.
3. Special meetings shall be held via any means that allow for real-time participation by all Members.
Electronic Participation.
1. Members not physically present in person at a meeting of members may:
  1. Participate by electronic transmission by and to the Cooperative;
  2. Participate by electronic video screen communication;
  3. Be deemed present in person; and
  4. Vote at a meeting of members.
2. The Cooperative must implement reasonable measures:
  1. Provide members a reasonable opportunity to participate in the meeting;
  2. Allow members to vote on matters submitted to them;
  3. Provide an opportunity to read or hear the proceedings concurrently; and
  4. Maintain a record of any vote or action of members participating by electronic transmission.
Notice.
1. Whenever the Members are required to take any action at a meeting, a notice of the meeting shall be given not less than 5 nor more than 30 days before the date of the meeting to each Member who, on the record date for notice of the meeting, is entitled to vote.
2. The notice shall state the following:
  1. Meeting place, date, and time of the meeting;
  2. If applicable, the log-in or call-in information for telephone/video/web conference;
  3. In the case of a Special Member Meeting, the general nature of the business to be transacted, and that no other business may be transacted, or
  4. In the case of the regular Member Meeting, those matters which the Board intends to present for action by the Members. The notice of any meeting at which Directors are to be elected shall include the names of the nominees.
3. Notwithstanding the above, any of the following decisions, other than by unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal was stated in the notice of meeting or in any written waiver of notice:
  1. Removal of Directors;
  2. Election of Director to fill a vacancy;
  3. Approval of a contract or other transaction between the Cooperative and one or more of its Directors, or between the Cooperative and any corporation, firm, association in which one or more of its Directors has a material financial interest or is a Director;
  4. Amendment of the articles of incorporation; and
  5. Approval of a plan for dissolving the Cooperative and distributing its assets.
4. Notice of a Members' meeting or any report shall be given personally, by electronic transmission or by other means of written communication of such Member appearing on the books of the Cooperative or given by the Member to the Cooperative for the purpose of notice.
5. Notice shall not be given by Electronic Transmission by the Cooperative pursuant to Section 3.6 after either of the following:
  1. The Cooperative is unable to deliver two consecutive notices to the member by that means.
  2. The inability to deliver the notices to the member becomes known to the Secretary, any assistant Secretary, or other person responsible for the giving of the notice.
Members Entitled to Notice. A Member shall be entitled to notice of any meeting, so long as their Membership became official 30 days before the meeting date.
Meetings Held Without Proper Notice.
1. Members not present: The transactions of a meeting are valid if a quorum is present and each absent Member who is entitled to vote provides one of the following, which shall be filed with the corporate records or made a part of the minutes of the meeting:
  1. A written waiver of notice;
  2. A consent to holding the meeting; or
  3. An approval of the minutes of the meeting.
2. Members present: A Member's attendance at a meeting constitutes a waiver of notice and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not included, if an objection is made at the meeting.
Use of Ballots at Meetings.
1. Ballots will be used for the election of Officers and may be used for Directors, when applicable. Ballots may also be distributed for other matters if the Board authorizes.
2. Ballots for Officer and Director elections must:
  1. Be distributed at least 10 days before the annual meeting;
  2. Include the names of all nominees, who must be Members of the Cooperative;
  3. Include a space for write-in candidates.
Quorum. A majority of Members shall constitute a quorum at a meeting of Members. When a quorum is present, proposals shall be adopted using the Standard Decision-Making Process described in Section 5.1, unless otherwise required in the Articles or Bylaws.
Loss of Quorum at a Meeting. If there is a quorum present at the beginning of a meeting and then some Members leave so that less than a quorum remains, the remaining Members may continue to conduct business, as long as any actions they take (other than adjournment) reflect consensus of, or when voting is called for, at least 75% of the Members required to constitute a quorum.
Adjournment for Lack of Quorum. In the absence of a quorum, a majority of present Members can vote to adjourn the meeting, and no other business may be transacted, except as provided in Section 3.10 above.
Adjourned Meetings.
1. If a meeting is adjourned to a new time or place, Members may conduct any business at the new meeting that could have been conducted at the original meeting.
2. If the new meeting is announced at the original meeting, no additional notice is required. However, if the new meeting is more than 45 days after the original meeting or if a new record date is fixed for the adjourned meeting, notice of the new meeting must be given to each Member entitled to vote at that meeting.
Action Without Meetings.
1. Any action which may be taken at any regular or Special Member Meeting may be taken without a meeting if the Cooperative distributes a written ballot to every Member entitled to vote on that proposal.
2. The ballot shall set forth the proposal, provide the opportunity to specify approval or disapproval of the proposal, indicate the number of responses needed to meet quorum, the percentage of approvals necessary to pass the proposal; and provide a reasonable time within which to submit the ballot.
3. Approval under this section shall be valid only when:
  1. The Cooperative receives within the specified timeframe a number of written ballots that is at least equal to the quorum required for a meeting; and
  2. The number of approvals is at least equal to the number of approvals required at a meeting.
4. The Secretary shall cause a vote to be taken on any action or recommendation proposed in writing by 20% of the Members.