Article VI – Board Meetings

Section 1. Annual Board Meeting. The Board may hold its annual Board Meeting immediately following the annual Membership Meeting, in the same location as the annual Membership Meeting. The purpose of the annual Board Meeting is to elect the Officers of the Cooperative; 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 Board Meeting. Failure to hold the annual Board Meeting at the designated time shall not work 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 Board Meeting on the day of the annual Board Meeting.

Section 2. Regular Board Meetings.

1. The regular Board Meetings shall occur, without written notice, on the fourth Tuesday of each month, at 7:00 p.m., in the Cooperative’s offices, unless canceled or changed by the Chairman, Board, or Executive Committee, or any combination thereof.
2. The Chairman, Board, or Executive Committee may cancel or change the date, time, or location of a regular Board Meeting with prior written notice to each Director.
3. Director(s) may participate in a regular or special Board Meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during such Board Meeting. A Director participating in any such Board Meeting by this means is considered to be present in person at such meeting, however, limited to one call-in per calendar year without prior approval by Executive Committee.

Section 3. Special Board Meetings. The Chairman or any 3 Directors may call special Board Meetings with written notice. The Chairman or the Directors calling the special Board Meeting shall fix the time and place for the holding of the meeting.

Section 4. Notice of Board Meetings.

1. Written notice of the location, date, and time of any regular Board Meeting is not required to be delivered to each Director, unless the location, date, and time are changed from that provided in Section 2(a) of this Article. In the event of a change in the location, date, and time of any regular Board Meeting, written notice of such change shall be delivered to each Director the earlier of: (i) at least 2 days prior to the original date of the meeting, or (ii) at least 2 days prior to the new date of the meeting.
2. Written notice of the location, date, time, and purpose of any special meeting of the Board shall be delivered to each Director not less than 2 days prior to such meeting.
3. Any written notice under this Article shall be delivered to a Director by any of the following forms of communication: (i) by hand delivery, which is deemed delivered upon receipt by the Director; (ii) by telegraph, teletype, facsimile, electronic mail, or other similar form, which is capable of verification of the notice being sent to the Director at his address for such communication form as it appears on the records of the Cooperative; (iii) by first class or registered mail, which shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of the Cooperative, with postage thereon prepaid; or (iv) by publication as permitted under the Acts.

Section 5. Quorum. A majority of the Board present in person at a Board Meeting shall constitute a quorum for the transaction of business; provided, that if less than such majority of the Directors is present at such meeting, a majority of the Directors present may adjourn the meeting from time to time. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Attendance. Any Director who shall have missed 3consecutive regular meetings of the Board, without reasonable cause, shall be considered to have resigned. A Director who has missed more than one-third ⅓ of regular Board Meetings in any 12 month period, without reasonable cause, may be removed by the majority of the Board.