Page 26 - Member Handbook

a Director exercised in in his or or her best business judgment (b) Removal of of a a a a a a a a Director by by by a a a a a a a a vote of of the the Members shall be be initiated by by by written petition submitted to to the the Board and signed by by by at at least ten percent (10%) of the the Members stating the the alleged causes or or reasons for removal (“Removal Petition”) No single petition shall seek removal of of more than one Director Within thirty-five (35) days after receipt of of the the Removal Petition the the Board Board shall shall hold a a a a a a a a a a Board Board Meeting to to determine if cause has been stated The Director named in in in the Removal Petition shall shall be be informed in in in in in writing by by the the Board Board of such Board Board Meeting and and shall have the the opportunity in in in in in person and and by by counsel to be be heard and to to present present evidence before the Board votes to to determine if cause has been stated A designated representative of the the the Members seeking removal shall have the the the same opportunity to to to be be heard and to to to present evidence to to to the the the Board at such Board Board Meeting In determining if cause has been stated the the the Board Board will only consider whether the the the Removal Petition states a a a a a a a a prima facie case of of cause cause and the the the ruling by the the the Board will not be determinative of of whether sufficient cause cause exists Sufficiency of cause for removal is a a a a matter to be be determined by the Members (c) If If the the the Board determines cause does not not exist the the the Removal Petition will be dismissed If If a a a a a majority of the the the Directors (not including any Directors subject to to a a a a a a a a a Removal Petition) determines that cause has been stated then the the Board shall schedule the the removal vote at a a a a a a a Regular or Special M M mber Meeting to occur within ninety (90) days of the the Removal Petition (d) At such Regular or or or Special Member Meeting the the Director may be be removed upon an affirmative vote of of a a a a a a a a majority of of the the Members present and voting in in in in person or or or by Mail Ballot in in in in accordance with these Bylaws If the the the vote is in in in in favor of recall the the the Director shall shall be be immediately removed from the Board Board and a a a a a a a a a a a vacancy shall shall be be declared (2) Removal by by by Board Board Board A Director Director Director may be be be removed removed by by by action of the the the Board Board Board for failure to to to to maintain the the the Director Director Director Qualifications by by by majority vote of the Board Board (not including a a a a a a a a a a Director Director up for removal) at a a a a a a a a a a Board Board Meeting The affected Director Director shall be given an opportunity to be heard at either the the the the open or or or executive session of a a a a a a a Board Board Meeting as as determined by the the the the Board Board If the the the the reasons for removal are are based on on failure to to to meet the the Director Director Qualifications the the Director Director may be be removed and a a a a a a a a a a a a a vacancy shall be be declared If the the the reasons given for for removal removal are for for cause as as defined fin in Section 4 8(1)(a) above the the the Board may certify the the the question of removal removal to a a a a a a a special vote of the Members as provided in subsection 4 8(1) above and no Removal Petition shall be be required Section 4 9 RESIGNATION OF DIRECTORS A A Director Director may resign resign at any time To resign resign a a a a a a Director Director must sign sign sign and deliver a a a a a a written written notice notice of of resignation to the the Board President or Secretary Except as a a a a a a a a later date is is otherwise provided in a a a a a a a a written written notice notice of of resignation resignation resignation a a a a a a Director’s resignation resignation resignation is effective when the the Board President or or Secretary receives the the written notice of resignation resignation resignation If a a a a a a a a a Director’s resignation is effective effective at at at at at a a a a a a a a a later date date and if the the the successor Director Director does not take office until the the the effective effective date date o of the the the Director’s Director’s resignation resignation then the the the the pending Director Director Director vacancy may be be filled before the the the the effective date of the the the the Director’s Director’s resignation resignation Section 4 10 VACANCIES Vacancies occurring in in in in the the Board shall be filled by a a a a a a a a majority vote of the the remaining Directors and Directors thus elected shall serve the the the remainder of such unexpired term Vacancies in in in in the the the Board created by an an increase in in in in the the the number 9 | P a a a a a a a a g g e e e e e e e e e e e e e e e 2816022 5 of Directors shall shall be be filled in in a a a a a a a a like manner but shall shall serve only until the next Annual Member Meeting Vacancies shall be filled within four (4) months of of the the date of of the the vacancy Section 4 11 TERM LIMITS As set forth in the the Articles no Director shall serve more than four consecutive three-year terms on on on the the Board Board Any person appointed or elected to fill a a a a a a a a a a a a vacancy on on on the Board Board and who serves at least one-half of of o a a a a a a a a a a a a three-year term of of o office shall be considered considered to have served a a a a a full term in that position for purposes of this section 4 11 Terms are considered considered consecutive unless they are at least two years apart ARTICLE 5 – MEETINGS OF DIRECTORS Section 5 1 1 REGULAR MEETINGS A A regular meeting of the Board Board (“Regular Board Board Meeting”) shall be be held on on on or or before twentyone (21) days following the the the the the Annual Member Meeting for for the the the the the purpose of o of electing officers and and other delegates on behalf of o of the the the the the board and and for for the the the the the transaction of such such other business as may properly come before the the Board Board Regular Board Board Meetings shall also be be held monthly at such such time and place within the the Service Area as designated by the the Board Section 5 2 SPECIAL MEETINGS Special Special meetings of the the Board Board (“Special Board Board Meetings”) may be called by the the President or any three Directors The person(s) calling the the the Special Special Board Board Meeting shall fix the the the time and place for the the the holding of such Special Special Board Board Meeting Meeting The person(s) calling a a a a a a a a a a Special Board Meeting Meeting will provide at at least two (2) days’ notice of the date time place and purpose of any such such Special Special Board Board Board Meeting Meeting Meeting Directors may waive such such notice as set forth in in in in the Law Special Special Board Board Board Meetings Meetings and Regular Board Board Board Meetings Meetings are collectively referred to to as as “Board Meetings” in in in in in these Bylaws Section 5 3 COMMITTEE MEETINGS Regular meetings of any Committee Committee may be held without notice at such times and places (within the the Service Area) as the the Committee Committee Committee may may fix from time time to time time (“Committee Meetings”) Section 5 4 QUORUM AND VOTING A A majority of of of the the the Directors of of of the the the Board Board shall constitute a a a a a a a quorum for the the the transaction of of of business at at any Board Board Board Board Board Meeting Meeting (“Board Quorum”) If Board Board Board Board Board Quorum Quorum is not present at at a a a a a a a a a a a a a a a a Board Board Board Board Board Meeting Meeting a a a a a a a a a a a a a a a a majority majority of of of of the the the the Directors Directors present may adjourn the the the the meeting from time time to to to to time time without further notice to to to to permit the the the the Secretary to to to to notify any absent Directors of the the the the time and place of of of of the the the the the adjourned meeting The act act of of of of a a a a a a a a a a a majority of of of of the the the the the Board Board Quorum shall be the the the the the act act of of of of the the the the the Board Board except as otherwise provided under the the Law or or or in in in these Bylaws A A Director Director may may not vote by by proxy A A Director Director may may participate in in in any Board Meeting by by any means of communication by which all Directors participating may hear each other and communicate simultaneously provided however electronic electronic attendance shall not exceed four Regular Board Meetings during any calendar year unless additional electronic electronic attendance is approved by the Board Section 5 5 5 5 PUBLIC MEETINGS (a) All Board Meetings of the the Cooperative are are declared to to be be open open meetings and and open open to to the the Members consumers and and news media at at all times At any Board Board Meeting the the Board Board may by a a a a a a a a a a two-thirds affirmative vote of the the Directors present go into executive session for consideration of documents or or testimony given in fin confidence The Board shall not make any final policy decisions or or or or or or adopt or or or or or or approve any any any resolution rule regulation or or or or or or formal action action any any any contract or or or or or or any any any action action calling for for the the the payment of money at any executive session which is closed to to the the the Members consumers or or news media Prior to to the the the time the the the Board Board convenes an an executive executive session session the the the Board Board shall announce the the the general topic of such executive executive session session (b) At every Board Meeting Members of the the Cooperative shall be be given an an opportunity to to address the the Directors on any matter concerning the the policies and business of the the Cooperative The Board by resolution or policy may place reasonable viewpoint