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ByLaws Document Listing
ARTICLE V
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular meeting of the board shall be held, without notice, immediately after the adjournment of the annual meeting of the Cooperative, or as soon thereafter as may be convenient, at such site as designated by the board in advance of the annual meeting of the Cooperative. A regular meeting of the board shall also be held monthly at such date, time and place as the board may provide by resolution. Such regular monthly meeting may be held without notice other than such resolution fixing the date, time and place thereof, except when business to be transacted thereat shall require special notice.
Section 2. Special Meetings. Special meetings of the board may be called by the President or any three (3) directors. The person or persons authorized to call special meetings of the board may fix the time and place for holding of any special meeting of the board called by them.
Section 3. Notice. Written or printed notice of the date, time, place, and purpose of any special meeting of the board shall be given at least five (5) days previous thereto, delivered personally or by mail to each director at the director’s last known address as it appears on the records of the Cooperative. If mailed such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon fully prepaid. The attendance of a director at any meeting shall constitute waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business on the ground that the meeting shall not have been lawfully called or convened.
Section 4. Quorum. The presence in person of a majority of the board shall constitute a quorum for the transaction of business at any meeting of the board, provided, that if less than a quorum be present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 5. Voting. All questions shall be decided by a majority vote of the directors voting thereon.
Section 6. Proxies. Proxy voting shall not be allowed at meetings of directors.
Section 7. Contracts Between Cooperative and Related Persons. Any contract or other transaction between the Cooperative and one (1) or more of its directors, or between the Cooperative and any firm of which one (1) or more of its directors are members or employees, or in which one or more of its directors are interested, shall be valid for all purposes, notwithstanding the presence of such director or directors’ participation in such action, if the fact of such interest shall be disclosed or known to the board and the board shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or directors to be counted in determining whether a quorum is present, but not to be counted as voting upon the matter or in calculating the majority of such quorum necessary to carry such vote.
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