ARTICLE V - Board Meetings and Director Voting

ARTICLE V - Board Meetings and Director Voting

SECTION 5.1 – Regular Board Meetings

The Board shall regularly meet at the date, time, and location determined by the Board (“Regular Board Meeting”). Unless otherwise required by these Bylaws, the Board may hold Regular Board Meetings
without notice. For good cause, the Chairman may change the date, time, or location of any Regular Board Meeting.

All Directors are entitled to receive notice of a Chairman’s change in a Regular Board Meeting date, time, or location at least five (5) days before the changed Regular Board Meeting.

SECTION 5.2 – Special Board Meetings

The Chairman, or a majority of the Directors may call a special meeting of the Board (“Special Board Meeting”) by providing each Director at least five (5) days’ prior written notice indicating the date, time, and location and purpose of the Special Board Meeting.

SECTION 5.3 – Conduct of Board Meetings

Unless otherwise provided in these Bylaws, any Regular Board Meeting or Special Board Meeting may be:

A. Held in, or out of, any state in which the Cooperative provides any Utility Service; and

B. Conducted with absent Directors participating, and deemed present in person, through any means of communication by which all Directors participating in the Board Meeting may simultaneously hear each other during the Board Meeting.

SECTION 5.4 – Waiver of Board Meeting Notice

At any time, a Director may waive notice of any Board Meeting by delivering to the Cooperative a written waiver of notice signed by the Director and later filed with the Board Meeting minutes or the Cooperative’s records. Unless a Director:

A. Upon arriving at a Board Meeting or prior to the vote on a particular matter, objects to lack of, or defective, notice of the Board Meeting or a matter being considered at the Board Meeting; and

B. Does not vote for, or assent to, an objected matter; then the Director’s attendance at, or participation in, a Board Meeting waives notice of the Board Meeting and any matter considered at the Board Meeting.

SECTION 5.5 – Director Quorum and Voting

A quorum of Directors is a majority of the Directors in office immediately before a Board Meeting begins (“Director Quorum”). If a Director Quorum is present at the time a matter is voted or acted upon, and unless the vote of a greater number of Directors is required, then the affirmative vote of a majority of Directors present is the act of the Board.

SECTION 5.6 – Policies, Rules and Regulations

The Board shall have power to make and adopt such policies, rules and regulations, not inconsistent with law, the articles of incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Cooperative.

SECTION 5.7 – Committees

The Board may create committees of the Board (“Board Committees”) and appointDirectors to serve on the Board Committees. Each Board Committee must consist of two (2) or more Directors, and serves at the Board’s discretion. The Board may create committees of the Members (“Member Committees”) and appoint Members, including Directors, to serve on the Member
Committees.

A. Creation and Appointment of Committees. Except as otherwise provided in theseBylaws, at least a majority of Directors currently in office must approve the:

  1. Creation of any Board Committee or Member Committee;
  2. Appointment of Directors to any Board Committee; and
  3. Appointment of Members to any Member Committee.

B. Conduct of Committee Meetings. To the same extent as the Board and Directors, the Bylaws addressing Regular Board Meetings, Special Board Meetings, Conduct of Board Meetings, Waiver of Board Meeting Notice, Board Action by Written Consent, and Director Quorum and Voting apply to Board Committees and Directors serving on Board Committees, and to Member Committees and Members serving on Member Committees.

C. Committee Authority. Except as prohibited or limited by Law, the Articles, or this Bylaw, the Board may authorize a Board Committee to exercise Board authority. Although a Board Committee may recommend, a Board Committee may not act, to:

  1. Retire and refund Capital Credits andAffiliated Capital Credits;
  2. Approve the Cooperative’s dissolution or merger, or the sale, pledge, or transfer of all, or substantially all, CooperativeAssets;
  3. Elect, appoint, or remove Directors, or fill any Board or Board Committee vacancy; or
  4. Adopt, amend, or repeal these Bylaws. Member Committees may act as specified by the Board, but may not exercise Board authority.

SECTION 5.8 – Board Executive Committee

Unless otherwise determined by the Board:

A. A Board Executive Committee comprises the Chairman, Vice-Chairman, Secretary, and Treasurer (“Board Executive Committee”); and

B. Except as prohibited by Law, the Articles, or these Bylaws, the Board Executive Committee may exercise Board authority regarding a matter. The Board Executive Committee:

A. Is a Board Committee;

B. May exercise all Board authority granted by the Board and permitted by Law, the Articles, and these Bylaws; and

C. At the next Board Meeting following any exercise of Board authority, shall report to the Board regarding the Board Executive Committee’s exercise of Board authority.

SECTION 5.9 – Conflict of Interest Transaction

Aconflict of interest transaction is a transaction with the Cooperative in which a Director has a direct or indirect interest (“Conflict of Interest Transaction”).

A. Indirect Interest. A Director has an indirect interest in a Conflict of Interest Transaction if at least one (1) party to the transaction is another entity:

  1. In which the Director has a material interest or is a general partner; or
  2. Of which the Director is a director, officer, or trustee.

B. Approval of Conflict of Interest Transaction. Regardless of the presence or vote of a Director interested in a Conflict of Interest Transaction, a Conflict of Interest Transaction may be approved, and any Board Quorum or Member Quorum satisfied, if the Conflict of Interest Transaction’smaterial facts, and the Director’s interest, are:

  1. Disclosed or known to the Board or Board Committee, and a majority of more than one (1) Director or Board Committee member with no interest in the Conflict of Interest Transaction votes to approve the Conflict of Interest Transaction; or
  2. Disclosed or known to the Members, and a majority of votes cast by Members not voting under the control of a Director or entity interested in the Conflict of Interest Transaction approves theConflict of Interest Transaction.

C. Fair Conflict of Interest Transaction. A Conflict of Interest Transaction that is fair when entered shall be neither:

  1. Voidable; nor
  2. The basis for imposing liability on a Director interested in the Conflict of Interest Transaction.

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