Article III. Meetings of Members

Section 1. Annual Meeting. An annual meeting of the members shall be held each fiscal year. The day shall be fixed by resolution of the Board of Trustees.

Section 2. Special Meetings. Special meetings of the members may be called by resolution of the Board of Trustees or upon a written request signed by any three Trustees, by the President, or by 10 per centum or more of all the members; and it shall thereupon be the duty of the Secretary to cause notice of such meetings to be given as hereinafter provided. Special meetings of the members may be held at any place within the County of Pontotoc, State of Oklahoma, specified in the notice of the special meetings.

Section 3. Notice of Members Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting or an annual meeting at which business other than that listed in Section 6 of this Article is to be transacted, the purpose or purposes for which the meeting is called shall be delivered not less than ten days nor more than 25 days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid. In case of a joint membership, notice given to either husband or wife shall be deemed notice to both. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 4. Quorum. As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fifty members or five per centum of the members, whichever shall be the larger, shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice, provided that the Secretary shall notify any absent members of the time and place of such adjourned meeting.

Section 5. Voting. Any member who is absent from any annual or special meeting of the members may vote by mail upon any motion or resolution to be acted upon at any such meeting when the Board of Trustees determines that the motion or resolution is of such importance that all members should be afforded the opportunity to vote. The Secretary shall enclose with the notice of such meeting an exact copy of such motion or resolution to be acted upon and such absent member shall express his vote on each such motion or resolution in the space provided therefore and enclose each such copy so marked in a sealed envelope bearing his name and address to the Secretary. When such written vote so enclosed is received by mail from any absent member, it shall be accepted and counted as a vote of such absent at such meeting. If a husband and wife hold joint membership and are absent from any annual or special meeting of the members, they shall jointly be entitled to vote by mail as provided in this section. The failure of any such absent member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.

Section 6. Credentials and Election Committee. The Board of Trustees shall, at least 10 days before any meeting of the members, appoint a Credentials and Election Committee who are not existing Cooperative Officers, Trustees, or known candidates for Trustees, and who are not related within third degree of blood or marriage or members of the same household of Cooperative Officers, existing Trustees, or known candidates for Trustees. The Board shall appoint one member for each of the Cooperative’s Trustees to serve on the Committee, provided that at a district meeting only three members shall be appointed of whom all may be from that district. The Committee shall elect its own Chairman and Secretary prior to the member meeting. It shall be the responsibility of the Committee to establish or approve the manner of conducting member registration and any ballot or other voting, to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots or other votes cast in any election or in any other matter, to rule upon the effect of any ballots or other vote irregularly or indecisively marked or cast, to rule upon all other questions that may arise relating to member voting and the election of Trustees, and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election.

All decisions of the Committee shall be final. The Committee shall make a report in writing of any challenge, question, count, or matter determined by the Committee indicating their decision thereon.

Section 7. Order of Business. The order of business at the annual meeting of members and, so far as possible, at all meetings of the members, shall be essentially as follows:

  1. Report as to which members are present in person in order to determine the existence of a quorum.
  2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
  3. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
  4. Presentation and consideration of reports of Officers, Trustees, and Committees.
  5. Unfinished business.
  6. New business.
  7. Adjournment.