Article VII: Meeting of Trustees

• Section 1 – Regular Meetings
• Section 2 – Special Board Meetings
• Section 3 – Conduct of Board Meetings
• Section 4 – Notice of Trustees’ Meeting
• Section 5 – Quorum and Voting

Section 1: Regular Meetings

The Board shall meet regularly at the time, date and location within the Cooperative service territory determined by the Board. For good cause, the president or three or more trustees may change the date, time or location of a regular Board meeting but all trustees are entitled to written notice 10 days before such meeting.

Section 2: Special Board Meetings

The Board, the president, or at least 3 trustees may call a special meeting of the Board.

Section 3: Conduct of Board Meetings

Trustees shall attend regular Board meetings in person. Under exceptional circumstances a trustee may attend a regular Board meeting by telephone or electronic means of communication.

Special Board meetings or other meetings of the Board may be held in person or, under special circumstances, with any or all of the trustees participating by telephone or electronic means of communication.

If a quorum is present at any meeting, the president, vice-president, secretary and treasurer, in descending order, may preside at the Board meeting. If no officer is present, the trustees attending the meeting may elect a trustee to preside over the meeting.

Section 4: Notice of Trustees’ Meeting

1. Regular Board Meetings:
   1. Any trustee not present at a regular Board meeting at which the time, date or location of a subsequent regular Board meeting is changed shall be entitled to notice of the change at least 10 days before the meeting.
   2. Date, time and location of a regular Board meeting will be posted on the Cooperative’s website at least 3 business days prior to the regular Board meeting.
2. Special Board Meetings:
   1. Notice of the time, place and purpose of any special Board meeting shall be delivered not less than 48 hours before the meeting, to each trustee.
   2. Date, time and location of a special Board meeting will be posted on the Cooperative website at 24 hours prior to the special Board meeting.
3. For the purpose of this section, said notice may be given personally or by electronic means. Said notice shall be given either by or at the direction of the president or the secretary. Such notice shall be deemed to be delivered when sent or transmitted.

Section 5: Quorum and Voting

A quorum for Board meetings is a majority of the trustees in office immediately before a Board meeting begins. If a quorum is present at the time a matter is voted or acted upon, and unless the vote of a greater number of trustees is required, then the affirmative vote of a majority of trustees present is the act of the Board.