Article III Meeting of Members

Section 1. Annual Meeting.

The annual meeting of the members shall be held during the period from March 1st to May 31st of each year at the 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 a written request signed by any three board members, by the president, or by ten percent 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 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. The time and date of the special meeting shall be specified in the notice, and the date of the special meeting shall be a date not less than 50 and not more than 75 days after the special meeting is called.

Section 3. Notice of Members’ Meeting.

Written or printed notice stating the place, day, and hour of the meeting and, in case of a 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 50 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 United States mail, addressed to the member at his or her 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 that may be taken by the members at any such meeting.

Section 4. Quorum.

Fifty (50) members or five percent of the members, whether present in person, voting by mail, or by electronic transmission, whichever shall be the larger, shall constitute a quorum; provided, however, that for purposes of authorizing a proposed merger, consolidation or dissolution of the Cooperative or a sale, lease, exchange, mortgage pledge or other disposition of all or substantially all of the property and assets of the Cooperative, fifty-one percent of the members, present in person, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.  The minutes of each meeting shall contain a list of the members present in person.

Section 5. Voting.

Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. Such vote shall be cast by mail or electronic transmission. All questions shall be decided by a vote of a majority of the members voting.

A written ballot and postage paid return envelope will be sent to the membership, along with the notice of meeting. Instructions for voting by mail shall accompany the ballot. No mailed ballot or electronic transmission shall be valid unless received at the Cooperative’s mail drop, office, or identified location by 3 pm Pacific Standard Time on the day preceding the regular or special meeting identified in the notice.

An electronic transmission received or transmitted from a member is considered sent, received, transmitted, and effective on the date and time received by the Cooperative. The electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member. As used in these Bylaws:

1. “Electronic” and “Electronically” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; and
2. Electronic transmission includes transmission through: (A) Electronic mail; (B) the Cooperative’s website; or (C) a website or information processing system that the Cooperative has designated to send or receive an electronic transmission to conduct a vote.

The Board is authorized to adopt policies and procedures to implement this section 5.

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 or represented by mail ballot 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 previous meeting of the members and the taking of necessary action thereon.
4. Election of board members.
5. Presentation and consideration of reports of officers, directors, and committees.
6. Unfinished business.
7. New business.
8. Adjournment.

Section 7. Elections & Credential Committee.

The Board of Directors shall appoint no more than 3 members of the Cooperative to serve as the Elections and Credentials Committee to oversee the election and voting process.  The appointment shall be made no less than 60 days prior to the date of a meeting of the members.  The Committee shall elect a chairperson.  The Committee in consultation with legal counsel shall make determinations concerning:

• (a)        Membership qualifications to vote.
• (b)        Elections of Directors and questions presented to the membership.
• (c)        Questions concerning the validation of mail and electronic ballots; and
• (d)        Related matters.