Article V Meetings of Board

Section 1. Regular Meetings.

A regular meeting of the board shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board shall also be held monthly at such time and place within one of the counties served by the Cooperative as designated by the board. Such regular monthly meeting may be held without notice other than such resolution fixing the time and place thereof.

Section 2. Board Action by Written Consent.

Without a board meeting, the board may take any action required, or permitted, to be taken at a board meeting if the action is:

  1. Taken by all directors; and
  2. Evidenced by 1 or more, written consents (“director written consent”):
    1. Describing the action taken;
    2. Signed by each director; and
    3. Included with the Cooperative’s board meeting minutes.

Section 3. Special Meetings.

Special meetings of the board may be called by the president or by any three board members 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 board members calling the meeting shall fix the time and place for the holding of the meeting.

Section 4. Notice of Special Board Meeting.

Written notice of the time, place, and purpose of any special meeting of the board shall be delivered to each board member either personally or by mail, by or at the direction of the secretary, or upon a default in duty by the secretary, by the president of the board members calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the board member at his address as it appears on the records of the Cooperative, with postage thereon prepaid, at least 5 days before the date set for the meeting.

Section 5. Quorum.

A majority of the board shall constitute a quorum, provided, that if less than such majority of the board is present at said meeting, a majority of the board present may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent board members of the time and place of such adjourned meeting. The act of a majority of the board members present at a meeting at which a quorum is present shall be the act of the board, except as otherwise provided in these bylaws.

Section 6. Conflict of Interest Transaction.

A conflict of interest transaction is a transaction with the Cooperative in which a director has a direct or indirect interest (“conflict of interest transaction”).

  1. Direct Interest. A director has a direct interest in a conflict of interest transaction when the director is an actual party thereto. In the event of a direct conflict of interest transaction, the involved director shall excuse him or herself from board discussion thereon and shall abstain from any vote taken by the board on it.
  2. Indirect Interest. A director has an indirect interest in a conflict of interest transaction if at least 1 party to the transaction is another entity:
    1. In which the director has a material interest or is a general partner; or
    2. Of which the director is a director, officer, or trustee.
  3. Approval of Conflict of Interest Transaction. Regardless of the presence or vote of a director interested in a conflict of interest transaction, a conflict of interest transaction may be approved, and any board quorum or member quorum satisfied, if the conflict of interest transaction's material facts, and the director’s interest, are:
    1. Disclosed or known to the board or board committee, and a majority of more than one director or board committee member with no interest in the conflict of interest transaction votes to approve the conflict of interest transaction; or
    2. Disclosed or known to the members, and a majority of votes cast by members not voting under the control of a director or entity interested in the conflict of interest transaction approves the conflict of interest transaction.
  4. Fair Conflict of Interest Transaction. A conflict of interest transaction that is fair when entered is neither:
    1. Voidable; nor
    2. The basis for imposing liability on a director interested in the conflict of interest transaction.