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Meeting of Members

301 Annual Meeting

The annual meeting of members shall be held within the counties served by the Cooperative at such time and location as the Board of Directors shall fix for the purpose of electing directors who were nominated under the process described in Section 403, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time and place shall not cause a forfeiture or dissolution of the Cooperative.

302 Special Meeting

Special meetings of the members may be called by resolution of the Board of Directors, or upon a written request signed by any three (3) directors, by the chair, or by twenty (20) per cent or more of all members, and it shall be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members shall be held within the counties served by the Cooperative at such time and location as the Board of Directors shall specify in the notice of special meeting. Special meetings shall include a meeting of the members to nominate directors as described in Section 403 of these Bylaws.

303 Notice of Members' Meetings

Written or printed notice stating the place, day and hour or the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the secretary, or upon a default in duty by 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. 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.

304 Quorum

As long as the total number of members does not exceed five hundred (500), ten (10) per cent of the total members present in person or voting by mail shall constitute a quorum. In case the total number of members shall exceed five hundred (500), fifty (50) members present in person or voting by mail shall constitute a quorum for purposes of those matters voted on by mail. Before a matter can be voted on by only the members at a meeting, fifty (50) members must be present in person. If less than a quorum exists for 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 the rescheduled meeting.

305 Voting

Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon except as otherwise provided by law, the Articles of Incorporation or these Bylaws. Firms, associations, corporations, or political entitles shall have the right to cast one vote on any issue, provided that a duly elected and acting officer executes a proper certification or other qualifying instrument that the Board of Directors may, from time to time, prescribe. In no event shall any individual member cast more than two (2) votes.

306 Proxies and Voting by Mail

Voting by proxy shall not be permitted. Members absent from a meeting shall be permitted to vote by mail for directors as provided under Section 404 and on such other matters as ordered by the Board of Directors, provided that members are given notice in writing. The rules governing voting by mail shall be prescribed by the Board of Directors.

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