North Itasca Electric Co-operative, Inc


BY-LAWS

ARTICLE III
MEETINGS OF MEMBERS


Section 1.   ANNUAL MEETING.

The annual meeting of the members shall be held annually at a time and place to be determined by the Board of Directors, for the purpose of electing Directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting.

Section 2.   SPECIAL MEETINGS.

Special meeting of the members may be called by resolution of the Board of Directors or upon the written petition signed by at least twenty percent (20%) of the members. Special meetings of the members may be held at any place designated by the Board and shall be specified in the notice of special meeting.

Section 3.   NOTICE OF MEMBERS MEETINGS.

Written or published notice stating the place, day and hour of an annual or special meeting and, the purpose or purposes for which the meeting is called shall be delivered to each member not less than fifteen (15) days previous to the date of such meeting. Upon mailing of any notice of a regular or special meeting of the stockholders the Secretary of the Cooperative shall execute a certificate, setting forth a correct copy of the notice mailed and showing the date of the mailing thereof, and that the same was mailed within the time and in the manner prescribed by law. The certificate shall be made a part of the record of the meeting. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which maybe taken by the members at any such meeting.

Section 4.   QUORUM.

Fifty (50) members present in person shall constitute a quorum at any meeting of members. The attendance of a sufficient number of members to constitute a quorum at any meeting of the members shall be established and verified by the Chair and Secretary, and such registration shall be reported in the minutes of such meeting In determining a quorum at any meeting, on a question submitted to a vote by mail, members present in person or represented by mail vote shall be counted.

Section 5.   VOTING.

Each member, and each joint membership, shall be entitled to only one (1) 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 in person or by mail except as otherwise provided by law, the Articles of Incorporation of the Cooperative or these Bylaws. In case of ties the election shall be determined by an impartial coin toss. No new matter may be submitted toa vote at the annual meeting unless prior notice such matter would be considered was provided by mail to all members in accord with Article III, Seeciont 3.

Section 6.   VOTING BY MAIL.

Any member who is absent from any annual or special meeting of the members may vote by mail on the ballot herein prescribed upon any motion, resolution, amendment or election of Board members to be acted upon at such meeting, or may vote by such electronic means as may be adopted by the Board of Directors.

The ballot shall be in the form prescribed by the Board of Directors of the Cooperative and shall contain the exact text of the proposed amendment, motion, resolution, list of nominated members for board election or other proposition to be acted upon at such meeting and the date of the meeting and shall also contain spaces opposite the text of such motion, resolution affirmation or negative vote therein.

On ballots for the election of Board members, the candidates shall be listed in alphabetical order with the incumbent being designated as such and shall contain spaces opposite the list of candidates in which members may indicate the candidate of their choice. Such member shall express their choice by making a mark in the appropriate space upon such ballot, and when received by the Secretary of the Cooperative, shall be accepted and counted as the vote of any absent member at such meeting. The failure of any absent member to receive a copy of such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.

All completed ballots shall be either mailed in the envelopes provided by the Cooperative or personally delivered in said envelopes by the member to authorized personnel at the Cooperative headquarters on days prior to the election or to the election judges on the day of the annual meeting. Ballots cast by corporate members shall be accompanied by a certificate of authority signed by the President or Secretary thereof.

Section 7.   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, except as otherwise determined by such members at such meeting:

  1. Report on the number of members present in person or by mail 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 thereof.
  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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