Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this bylaw, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the Board of Directors shall also be held on the fourth Thursday of each month, or on such other date as the directors may designate, at such place as the directors may designate. Such regular monthly meeting may be held without notice other than these bylaws.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or any 3 directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them. For good cause, Special Meetings may be conducted with absent Directors participating, and deemed present in person, through any means of electronic communication by which all Directors participating in the Board Meeting may simultaneously hear each other during the meeting.
Section 3. Notice. Notice of the time, place, and purpose of any special meeting of the Board of Directors shall be given at least 5 calendar days previous thereto, by written notice, delivered personally, mailed, or electronically delivered, to each director at his last known address, or to his personal contact information last provided for electronic communications. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except in case a director shall attend a meeting for the purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
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. Manner of Acting. The act of 6 of the directors at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6. Member Attendance at Board Meetings. A Cooperative member who has provided 3 days written notice to the Cooperative prior to a regular or special meeting of the Board of Directors may address the Board of Directors, subject to such restrictions and limitations that the presiding officer or Board of Directors may impose to ensure the timely and orderly progress of the meeting. This provision does not confer any right upon a member to attend or participate in any regular, special, or executive meeting or session of a meeting of the Board of Directors.