Article III: Meeting of Members

Section 3.1 Annual Meeting

The annual meeting of the members shall be held at a date and place within the State 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 nor affect the validity of any corporate action.

Section 3.2 Special Meetings

Special meetings of the members may be called by resolution of the Board, by any three directors, by the President or by not less than 10% of all the members, and it shall thereupon be the duty of the secretary to cause notice of such a meeting as hereinafter provided. Special meetings of the members shall be held at the offices of the Cooperative and the time and place thereof shall be specified in the Notice of the special meeting.

Section 3.3 Notice of Members' Meetings

Written or printed notice stating the place, day and hour of the meeting and, in case of special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 30 days before the date of the meeting, either personally 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. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the member at the address appearing on the record of the Cooperative, with postage thereupon prepaid. The incidental or unintended 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 member at any such meeting.

Section 3.4 Postponement of a Meeting of the Members

In the event of inclement weather or the occurrence of a catastrophic event, the meeting of the members may be postponed by the President. Notice of the adjourned meeting shall be given by the President in any media of general circulation or broadcast serving the area.

Section 3.5 Quorum

Business may not be transacted at any meeting of the members unless there are present in person at least 50 members or 2% of all members of the Cooperative, whichever is the lesser; except that, if less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time-to-time without further notice.

Section 3.6 Election Officials & Workers

The Board of Directors shall, at least 10 days prior to any meeting of the members, appoint judges and machine operators to conduct any election required to be held at any meeting of the members. The judges so appointed shall be charged with the overall responsibility of conducting any elections required to be held and shall conduct same in a fair and equitable manner including the counting of ballots and certifying the election winners. The judges shall also have the responsibility of determining any questions which may arise as to the qualifications of others, irregularities in voting and all other questions which might arise relating to the election process.

Section 3.7 Voting

Each member, who is not in a status of suspension as specified in Section 1.5 hereof, shall be entitled to only 1 vote upon each matter submitted to a vote at a meeting of the members. All issues with respect to voting shall be governed according to the latest edition of Roberts Rules of Order used by the Cooperative unless otherwise specified by law or the Articles of Incorporation. Voting by members other than members who are natural persons shall be allowed upon presentation to the Cooperative, prior to each member meeting, or at the meeting, satisfactory evidence entitling the person presenting the same to vote. All questions, except those involving multiple choice issues or determinations, shall be decided by a plurality vote. In the election of directors, a voice vote may be permitted if there is no competition for the seat or seats to be filled.

Early voting by members, at either annual or special meetings, may be permitted upon an affirmative vote by the Board of Directors and held under its directions and authorizations and at such times and places as shall be convenient to the members.

Section 3.8 Proxies

There shall not be any voting by proxy at any meeting of the membership of this Cooperative nor shall proxy voting on any office or issue permitted or contemplated in these Bylaws.

Section 3.9 Voting Machines

Any election, regular or special called for by these Bylaws or to be instituted by any provision of these Bylaws shall be held on voting machines unless the directors, by a majority vote of those present and voting, determine that voting machines shall not be used in a specified and particular voting situation.

Section 3.10 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 conducted under policies established by the Board and under an agenda 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 of the Notice of the Meeting and proof of the timely publication or mailing thereof, or the waiver or waivers of Notice of Meeting, as the case may be.

(3) Reading of unapproved minutes of previous meetings  of the members and the taking of necessary action thereon unless minutes presented for approval shall have been furnished by a timely mailing or have been distributed at the meeting to all active members present. In such case, the president may entertain a motion from the floor to dispense with the reading of such minutes.

(4) Audit report of outside auditors, or, a summary thereof.

(5) Announcements of the results of the election for the Board of Directors.

(6) Presentation and consideration of reports of officers, directors and committees.

(7) Unfinished business.

(8) New business.

(9) Adjournment.

Notwithstanding the foregoing, the Board 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, 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.