Article V. Meetings of Trustees

Section 1. Regular Meetings. A regular meeting of the Board of Trustees shall be held, without notice, immediately after the adjournment of the annual meeting of the members or as soon thereafter as conveniently may be, at such site as designated by the Board in advance of the annual member meeting. A regular meeting of the Board of Trustees shall also be held monthly at such date, time, and place within one of the counties served by the Cooperative within the State of Oklahoma as the Board shall 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; PROVIDED, that any Trustee absent from any meeting of the Board at which such a resolution initially determines or makes any change in the date, time, or place of a regular meeting shall be entitled to receive written notice of such determination or change at least five days prior to the next meeting of the Board; AND PROVIDED FURTHER that, by policy established by the Board, the President may change the date, time, or place of a regular monthly meeting for good cause and upon at least five days’ notice thereof to all Trustees.

Section 2. Special Meetings. Special meetings of the Board of Trustees may be called by Board resolution, by the President, or by any three Trustees; and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The Board, the President, or the Trustees calling the meeting shall fix the date, time, and place for the meeting, which shall be held in one of the counties served by the Cooperative in the State of Oklahoma unless all Trustees consent to its being held in some other place in that state or elsewhere.

Section 3. Notice of Trustees Meetings. Written notice of the time, place, and purpose of any special meeting of the Board of Trustees shall be delivered not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary or, upon a default in duty by the Secretary, by the President of the Trustees calling the meeting, to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Trustee at his address as it appears on the records of the Cooperative with postage thereon prepaid.

Section 4. Quorum. All Board Meetings may be conducted with absent Trustees participating, and deemed present in person, through any means of communication by which all Trustees participating in the Board Meeting may simultaneously hear each other during the Board Meeting. A majority of the Board of Trustees shall constitute a quorum, provided that if less than such majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn from time to time; and provided further that the Secretary shall notify any absent Trustees of the time and place of such adjourned meeting. The act of the majority of the Trustees present at the meeting at which a quorum is present shall be the act of the Board of Trustees.