ARTICLE III - Member Meetings and Member Voting

ARTICLE III - Member Meetings and Member Voting

SECTION 3.1 – Annual Meetings

The Cooperative shall annually hold a meeting of Members (“Annual Member Meeting”). The Board shall determine the date, time, and location of the Annual Member Meeting.

At the Annual Member Meeting, the Chairman and Treasurer shall provide a written report, or oral presentation, regarding the Cooperative’s activities and financial condition. The Cooperative’s failure to hold an Annual Member Meeting does not affect any action taken by the Cooperative.

SECTION 3.2 – Special Member Meetings

The Cooperative shall hold a special meeting of Members at a date, time, and location, each selected by the Board in its discretion, (“Special Member Meeting”) upon receipt by the Cooperative of a written request from a majority of the Directors; or at least ten percent (10%) of the Cooperative’s total current Members (“Total Membership”) requesting, and describing the purpose of, a special meeting of Members (“Member Demand”).

SECTION 3.3 – Notice of Member Meetings

As directed by the Chairman, Secretary, or any Officer or Member properly calling a Member Meeting, the Cooperative shall provide written notice of the Member Meeting to all Members entitled to vote at the Member Meeting. Such written notice shall be provided at least ten (10) but no more than sixty (60) days prior to the Member Meeting, and shall indicate the date, time, and location of the Member Meeting. Written notice of a Member’s Meeting to act on an amendment to the Articles, a plan of merger, or a proposed sale of assets other than in the course of regular business shall be provided at least twenty-five (25) but no more than sixty (60) days prior to the Member Meeting.

For any Special Member Meeting, written notice shall state and describe the purpose and matters to be considered or voted at the Special Member Meeting.

The failure of any Member to receive notice of any Member Meeting shall not affect any action taken at the Member Meeting.

Unless otherwise provided in these Bylaws, the Cooperative shall notify Members of a Member Meeting adjourned to another date, time, or location unless:

A. The Member Meeting is adjourned to another date occurring within sixty (60) days following the Record Date for the original Member Meeting; and

B. The new date, time, or location is announced at the Member Meeting prior to adjournment.

SECTION 3.4 – Record Date

The Board may fix a date (“Record Date”) for determining the Total Membership and the Members entitled to receive a Notice of a Member Meeting and vote at a Member Meeting.

The Record Date for determining the Total Membership and the Members entitled to:

A. Receive Notice of a Member Meeting is the close of business on the business day preceding the day the Cooperative notifies Members of the Member Meeting;

B. Vote at a Member Meeting is the date of the Member Meeting;

C. Sign a Member Demand is the close of business on the thirtieth day prior to the Cooperative’s receipt of Member Demands; and

D. Receive notice of or vote at a Member Meeting is effective for any Member Meeting adjourned to a date not more than seventy (70) days following the Record Date for determining the Total Membership and the Members entitled to notice of the original Member Meeting.

SECTION 3.5 – Member Waiver of Notice

A Member may waive notice of a Member Meeting, or waive notice of any matter to be voted on at a Member Meeting, by signing and delivering to the Cooperative a written waiver of notice (“Member Meeting Waiver of Notice”) either prior to the Member Meeting, or within thirty (30) days following the Member Meeting. Unless a Member objects to holding, or to transacting business at, a Member Meeting, a Member’s attendance in person or by Member Proxy waives the Member’s objection to lack of notice, or to defective notice, of the Member Meeting. Unless a Member objects to considering a matter at a Member Meeting, a Member’s attendance in person or by Member Proxy waives the Member’s objection to voting on the matter at the Member Meeting.

SECTION 3.6 – Member Quorum

A quorum of Members [either in person or represented by Member Proxy] is two and one-half (2½%) percent of the Total Membership (“Member Quorum”).

If less than the Member Quorum are present at any Member Meeting, then a majority of Members attending the Member Meeting in person may adjourn the Member Meeting to a date no more than ninety (90) days following the original Member Meeting.

SECTION 3.7 – Member Voting

Upon presenting identification or proof of Cooperative membership as reasonably required by the Cooperative, and regardless of the value or quantity of Utility Services used, received, or purchased, each Member may cast one (1) vote on any matter for which the Member is entitled to vote. Individuals voting on behalf of non-natural person Members must present evidence satisfactory to the Cooperative that the individual is duly authorized to vote for the non-natural person Member.

Unless otherwise provided by Law, the Articles, or these Bylaws, Members approve a matter and act if:

A. A Member Quorum exists; and

B. A majority of Members present in person (or represented by Member Proxy) entitled to vote on a matter, and voting on the matter, vote in favor of the matter.

At any Member Meeting, the individual presiding over the Member vote may require the Members to vote by voice. If the individual presiding over the Member vote determines, in good faith, that a written vote is required to determine the vote results, then the Members shall vote by written ballot (“Member Meeting Written Ballot”).

Cumulative voting by Members is not allowed.

SECTION 3.8 – Member Voting by Member Proxy

A Member may appoint another Member (“Member Proxy”) to vote on any matter for the Member as described on a proxy form prepared by or caused to be prepared by the Board of Directors and timely distributed to the Membership. All Members properly represented by Member Proxy shall be counted in determining whether a Member Quorum exists.

A. Member Proxy Appointment. At all meetings of Members, a Member may vote by proxy executed in writing by the Member. Such proxy shall be filed at the principal office of the Cooperative in Tasley, Virginia, at least two (2) full days in advance of the day set for the beginning of the meeting at which such proxy is to be voted, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting. No Member shall vote as proxy for more than three (3) Members at any meeting of the Members except where such person is exercising a proxy in connection with the borrowing of funds from any source; including without limitation, additional sums from United States of America; and/or in connection with a sale, mortgage, lease or other disposition or encumbrance of property to the United States of America or any agency or instrumentality thereof; and/or in connection with a mortgage, deed of trust, lease or other encumbrance of property to any other person, firm, or corporation; and/or in connection with an amendment to the articles of incorporation of the Cooperative; and/or in connection with the election of directors of the Cooperative. No proxy shall be valid after sixty (60) days from the date of its execution. The presence of a Member at a meeting of the Members shall revoke a proxy theretofore executed by him and such Member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy. In case of joint membership, a proxy may be executed by either husband or wife. The presence of either husband or wife at a meeting of the Members shall revoke a proxy theretofore executed by either of them and such joint Member or Members shall be entitled to vote at such meeting in the same manner and with the same effect as if a proxy had not been executed. All voting by proxy shall be done on a proxy form prepared by or caused to be prepared by the Board of Directors and timely distributed to the Membership. Only such matters as appear on the proxy form prepared by or caused to be prepared by the Board of Directors and timely distributed to the Membership may be voted upon at any Member Meeting.

B. Member Proxy Appointment Revocation. A Member Proxy Appointment may be revoked prior to the Member Proxy voting for a Member by:

  1. The Cooperative Proxy Manager receiving a Member Proxy Appointment more recently dated than the Member Proxy Appointment appointing the Member Proxy;
  2. The Cooperative Proxy Manager receiving a written revocation of Member Proxy Appointment signed by the Member appointing the Member Proxy and dated after the Member Proxy Appointment;
  3. The Member appointing the Member Proxy attending and voting at a Member Meeting specified in, or occurring during the dates specified in, the Member Proxy Appointment, including any Member Meeting properly adjourned and reconvened; or
  4. The Cooperative Proxy Manager receiving notice of the death or legal incapacity of the Member appointing the Member Proxy.

SECTION 3.9 – Credentials and Election Committee

The Board may appoint a Credentials and Election Member Committee (“C&E Committee”) consisting of an uneven number of Members between three (3) and nine (9) or the Board may appoint a Committee of three (3) tellers to oversee elections. The Committee of tellers may oversee any challenges which may occur.

A. C&E Committee Members.AC&E Committee member may not be:

  1. A member of the Nominating Committee; or
  2. An existing, or a Close Relative of an existing:

a. Director, Officer, employee, representative, or agent of the Cooperative; or

b. Known Director candidate.

As determined by the Board, the Cooperative may reasonably compensate or reimburse C&E Committee members.

B. C&E Committee Duties. The C&E Committee shall:

  1. Elect a chairperson and secretary;
  2. Establish, or approve, the manner or method of Member registration and voting;
  3. Observe Member registration and voting and the tabulation of Member votes; and
  4. Consider and decide all questions, issues, or disputes regarding:

a. Member registration and voting;

b. The tabulation of Member votes;

c. Director nominations; and

d. Whether a Director nominee or newly elected Director satisfies the Director Qualifications.

Items a—d are referred to in these Bylaws as “Member Meeting Issues.”

The C&E Committee may meet, consider, or decide Member Meeting Issues, or otherwise act, only if a majority of the C&E Committee members are present. Any C&E Committee decision or action requires a vote of at least a majority of the C&E Committee members present and voting. Unless properly challenged under this Bylaw, all C&E Committee decisions made prior to, at, or within a reasonable time following, a Member Meeting are final.

C. Member Challenge. Any Member may comment upon a Member Meeting Issue; or challenge the C&E Committee’s decision regarding a Member Meeting Issue by filing a written description of the Member’s comments or challenge (“Member Challenge”) with the Cooperative within three (3) business days following the Member Meeting addressed by the Member Challenge.

Within thirty (30) days of receiving any Member Challenge, the C&E Committee shall:

  1. As determined by the C&E Committee, meet and receive oral or written evidence from any Member, or legal counsel representing any Member, directly and substantially implicated in, or affected by, the Member Challenge; and
  2. Consider, decide, and rule upon the Member Challenge. The C&E Committee’s decision regarding any Member Challenge is final. Upon written request by any Member received by the C&E Committee within thirty days of a C&E Committee decision, the C&E Committee shall prepare a written report summarizing and explaining the C&E Committee’s decision. The failure of the Cooperative or C&E Committee to act as required by this Bylaw shall not, by itself, affect any vote, or other action taken at a Member Meeting.

SECTION 3.10 – Member Meeting Order of Business

The Board shall determine the agenda and order of business for Member Meetings.

SECTION 3.11 – Member Proposal of Issues to be Voted Upon at the Annual Member Meeting

Members may propose that a vote be taken at the Annual Members Meeting by submitting a petition signed by not less than ten percent (10%) of the Total Membership of the Cooperative regarding any specifically described matter for which the power to consider, vote, or act is conferred upon the Members by law, the Cooperative’s Articles, or these Bylaws (“Member-proposed Issue”). Such petition, which shall include clear, precise, and specific language of a motion, resolution, Bylaw amendment, or other written statement upon which the Members will be asked to vote or act, shall be submitted to the Secretary of the Cooperative not less than seventy-five (75) days prior to the Annual Member Meeting. The number and authenticity of the collected Member signatures shall be subject to review by the Secretary, and the legal validity of the issue, meaning that the issue as described is a matter for which the power to consider, vote, or act is conferred upon Members by law, the Cooperative’s Articles, or these Bylaws, shall be determined by the General Counsel before any such proposed issue shall be submitted to a Member vote. The Secretary shall post such Member proposed Issues at each place where a list of issues to be voted on is posted and shall include any such issues on the proxy form for the Annual Member Meeting prepared by or caused to be prepared by the Board of Directors and timely distributed to the Membership. The procedures described herein provide the exclusive means by which Members may raise issues to be voted on at the Annual Member Meeting.

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