Section 1. Annual Meeting. The annual meeting of the members shall be held on the third Tuesday of August of each year in the city of Fredericksburg, Gillespie County, Texas, for the purpose of electing directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting. If the day fixed for the annual meeting in any year shall fall on a legal holiday, such meeting shall be held on the next succeeding business day. For good cause, the Board may change the date, time, and place of the Annual Meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient. Failure to hold the annual meeting at the designated time and place shall not work a dissolution of the Cooperative.
Section 2. Special Meetings. Special meetings of the members may be called by at least 3 directors or upon a written request signed by at least 10% 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 may be held anywhere in the area served by the Cooperative.
Section 3. Notice of Members’ Meetings. Written or printed notices stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, or in case amendments to Articles of Incorporation to be voted upon at an annual meeting, the general nature of each proposed amendment shall be delivered not less than 10 days nor more than 30 days before the date of meeting, either personally or by mail or at the direction of the Secretary, or by the person 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 address as it appears on the records of the Cooperative, with postage thereon pre-paid.
Section 4. Quorum. To constitute a quorum at a membership meeting, at least 1,000 members must be recorded present in person or by proxy, provided such membership meeting is not called for the purpose of selling, leasing, merging, and/or consolidating one or more corporations, or mortgaging property of the Cooperative. Except as provided in Article IX of these bylaws, all sales, leases, mergers, and/or consolidations of one or more corporations, and mortgages of Cooperative property must be approved by the membership. In order to constitute a quorum for the purpose of considering the sale, lease, merger, and/or consolidation of one or more corporations, or mortgage of the Cooperative’s property, at least one-half of the total membership must be present in person or by proxy. Additionally, the membership shall not sell, lease, merge, and/or consolidate with one or more corporations, or mortgage the Cooperative’s property unless two-thirds of the members present in person or by proxy vote in favor. If less than a quorum is present at a meeting, a majority of those present may adjourn the meeting from time to time without further notice provided that the Secretary shall notify any active member of the time and place of such adjournment meeting.
Section 5. Voting. Each member shall be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy, except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or these bylaws. If married individuals hold a joint membership, they shall jointly be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the members. If the membership is not a joint membership, a spouse of a member may vote for the member, unless the member has provided written notice to the Cooperative directing otherwise. In order to vote, a member or spouse must provide identification or proof of Cooperative membership satisfactory to the Cooperative. To vote for an entity member, an individual must present evidence satisfactory to the Cooperative that the individual is authorized to vote for the entity member.
Section 6. Proxies. At all meetings of members, either annual or special, members may vote by proxy executed in writing by the members (or one member if joint membership) naming the persons holding the offices of president, vice-president, and secretary-treasurer of the Cooperative at the time the proxy is solicited as a proxy committee given the authority to vote such proxy. Each proxy shall be voted as directed by the member, or in the absence of such direction, as determined by a majority of the aforesaid proxy committee. No proxy shall be valid after eleven months from the date of its execution.
Section 7. Credentials and Election Committee. On or before February 1 of each year, each director of the Cooperative shall choose an individual to serve on the Credentials and Election Committee (“C & E Committee”). A C & E Committee member shall not be a Cooperative employee or director, a known candidate for director, or the spouse of an employee, director or candidate for director.
In carrying out any of their duties, and at the Cooperative’s expense, the C & E shall have legal counsel available. Except when considering member registration, voting and the tabulation of member votes at member meetings and district meetings, the C & E Committee may act only if a majority of the C & E Committee members are present. When considering member registration, voting and the tabulation of member votes at member meetings and district meetings, at least three C & E Committee members must be present. If there are not at least three committee members present at a member or district meeting, the official presiding over the meeting shall appoint up to three Cooperative members in attendance at the meeting to serve on the C & E Committee for the duration of the meeting. A C & E Committee decision or action requires a vote of at least a majority of the C & E Committee members present. As used in this bylaw, member voting includes proxy voting.
The C & E Committee shall:
- Elect a chairperson and secretary.
- Oversee member registration and voting, and the tabulation of member votes at all member meetings and district meetings.
- Consider and decide all questions, issues, or disputes regarding member registration and voting and the tabulation of member votes.
- Consider and decide all questions, issues, or disputes regarding director nominations.
- Approve the sufficiency of petitions submitted by candidates seeking nomination at district or annual member meetings to be elected to the Cooperative’s Board of Directors.
- Determine whether candidates seeking nomination at a district or annual member meeting satisfy director qualifications set forth in these bylaws.
Except when considering member registration, voting and the tabulation of member votes at member meetings and district meetings, the C & E Committee may act only if a majority of the C & E Committee members are present. When considering member registration, voting and the tabulation of member votes at member meetings and district meetings, at least three C & E Committee members must be present. If there are not at least three committee members present at a member or district meeting, the official presiding over the meeting shall appoint up to three Cooperative members in attendance at the meeting to serve on the C & E Committee for the duration of the meeting. A C & E Committee decision or action requires a vote of at least a majority of the C & E Committee members present. At the Cooperative’s expense, the Cooperative shall make legal counsel available to the C & E Committee. As used in this bylaw, member voting includes proxy voting.
Actions and decisions of the C & E Committee are final. Any action or decision by the C & E Committee or the Cooperative, or any failure to act as required by this bylaw, shall not, by itself, affect a vote, a director nomination or election, or other action taken at a member or district meeting.
By resolution of the Board of Directors, C & E Committee members may receive reasonable compensation, including a fixed sum and expenses of attendance, if any, as may be allowed for attendance at each meeting of the committee.
Section 8. Order of Business. Except as otherwise provided in these bylaws, before or at a member or district meeting, the Board of Directors shall determine the agenda, program, or order of business for the member or district meeting.