Article IV – Membership Meetings

Section 1. Annual Membership Meetings. The annual Membership Meeting shall be held during the month of March, or at any other time as may be determined by the Board of Directors, at such place in Pulaski or White County, Indiana, as shall be designated in the notice of the meeting. The purpose of such meeting is to elect the Directors; pass upon reports for the previous fiscal year; and transact 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 Membership Meeting. Failure to hold the annual Membership Meeting at the designated time shall not cause a forfeiture or dissolution of the Cooperative. No campaigning is permitted on the premises of the Cooperative principal offices or the location of the annual Membership Meeting on the day of the annual Membership Meeting.

Section 2. Special Membership Meetings. Special Membership Meetings may be called by (a) the Chairman, (b) a majority of the Directors, or (c) a written petition signed by not less than 5% of all the Memberships authorized by the Articles of Incorporation to vote; and it shall thereupon be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided. Special Membership Meetings may be held at any place within Pulaski or White County, Indiana, as specified in the notice of such meeting. No campaigning is permitted on the premises of the Cooperative principal offices or the location of the special Membership Meeting on the day of the special Membership Meeting.

Section 3. Notice of Membership Meetings. Written notice stating (a) the place, day, and hour of the Membership Meeting, (b) the special purpose or purposes for which a special Membership Meeting is called, if applicable, and (c) other information required under the Acts, shall be delivered not less than 10 days nor more than 30 days before the date of the Membership Meeting, or as otherwise provided by Indiana Code § 8-1-17-9(c), as amended from time to time, either personally or by first class or registered mail, by or at the direction of the Secretary, or upon a default of duty by the Secretary, by the persons calling the Membership Meeting, to each Membership entitled to vote at such meeting. If sent by first class or registered mail, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the respective Membership at its address as it appears on the records of the Cooperative, with postage thereon prepaid. The failure of any Member or Membership to receive notice of any Membership Meeting shall not invalidate any action that the Memberships may take at any such meeting. A Member waives notice of the Membership Meeting for its Membership by attending the Membership Meeting. A Member may also waive notice of the Membership Meeting for its Membership in writing before or after the respective Membership Meeting.

Section 4. Quorum. When Members representing at least 2% of the total number of the Memberships are present, in person, at a Membership Meeting, or as otherwise required by Indiana Code § 8-1-17-9 (d), as amended from time to time, those present at such meeting shall constitute a quorum for the transaction of business. If less than a quorum is present at any Membership Meeting, a majority of those Memberships present, in person, may adjourn such meeting from time to time without further notice. The minutes of each Membership Meeting shall contain a list of the Members representing the Memberships who are present, in person, at such meeting.

Section 5. Voting. Each active Membership shall be entitled to only 1 vote upon each matter submitted to a vote at a Membership Meeting. All questions shall be decided by a vote of a majority of the Memberships voting on such question; except as otherwise provided by the Acts, the Articles, or these By-Laws. A flip of a coin by the Chairman\ shall decide any ties.

Section 6. Order of Business. The order of business at any Membership Meeting, shall be essentially as follows, except as otherwise determined by the Board or Members at such meetings:

Report on the number of Memberships represented in person in order to
determine the existence of a quorum.
Call to Order.
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.
Approval of the Calendar as the Order of the Day.
Approval of the Minutes from the prior Membership Meeting.
Reports from Officers, Directors, and committees.
Election of Directors.
Special Orders of Business for the Day.
Old Business.
New Business.
Adjournment.

Section 7. Rules of Order. The Membership Meetings shall be governed by Roberts Rules of Order unless otherwise specified.