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Article III

Meetings of Members

Section 1. Annual Meeting.

The annual meeting of the members shall be held during the month of June each year at a date to be determined by the directors, beginning with the year 1960, at such place in any of the counties of Adams, Bowman, Hettinger, or Slope, in the state of North Dakota, as may be selected by the directors and designated in the notice of meeting, for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting.  It shall be the responsibility of the board of directors to make adequate plans and preparations for the annual meeting.  Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the cooperative.

Section 2. Special Meetings.

Special meetings of the members may be called by resolution of the board of directors, or upon a written request signed by any three directors, by the president, or by ten per centum or more of all members, and it shall, thereupon, be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided.  Special meetings of the members may be held at any convenient place within the counties of Adams, Bowman, Hettinger, or Slope, in the state of North Dakota, as may be selected by the party, or parties, requesting said special meeting, and specified in the notice of special meeting.

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 requiring special notice is to be transacted, for the purpose or purposes for which the meeting is called, shall be delivered not less than ten days, nor more than thirty days, before the date of the meeting, either personally or by mail, 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.

Section 4. Quorum. 

A quorum at a meeting of the members shall be ten percent of the first one hundred members plus five percent of additional members, present - in person - or represented by delegate.  However, a quorum shall never be more than fifty members or less than five members, or a majority of all members, whichever is smaller.

Section 5. Voting.

Each member shall be entitled to only one vote.  All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise provided by law, the articles of incorporation, or these bylaws.  Corporations, cooperatives, firms and bodies politic shall have the right to cast one (1) vote on any issue the same as other members, provided that a duly elected and acting officer executes a proper certification or other qualifying instruments as the Board of Directors may, from time to time, prescribe.

Section 6. Voting by Mail.

Voting by mail may be authorized by the Board of Directors. 

If the Board of Directors shall authorize voting by mail, the notice and the ballot must be mailed at least ten (10) days in advance of the balloting and must contain the exact motion, resolution or amendment to be voted upon. The failure of any member to receive the notice and ballot, shall not invalidate any action which may be taken as a result of the balloting.  The ballot shall be certified and signed by the member, and when received by the secretary of the Cooperative, shall be accepted and counted as the vote of the member. 

Section 7. Proxies.

Voting by proxy shall not be allowed except that the spouse of a member who is not present and registered shall be considered to hold a proxy of that member and shall be entitled to vote. 

Section 8. Order of Business.

The order of business at the annual meeting of the members and, so far as possible, at all other 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 and which members are represented by proxy.
  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, directors, and committees.
  5. Election of directors.
  6. Unfinished business.
  7. New business.
  8. Adjournment.
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