North Itasca Electric Co-operative, Inc


BY-LAWS

ARTICLE V
MEETING OF THE BOARD


Section 1.   REGULAR MEETINGS.

A regular meeting of the Board of Directors shall be held without notice immediately after, and at the same place as the annual meeting of the members. A regular meeting of the Board of Directors shall also be held monthly at the Cooperative headquarters or at any other site within the area served by the Cooperative at such time as the board of Directors may provide by resolution and as provided in Section Five of this Article. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.

Section 2.   SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the president or by any three (3) Directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Directors calling the meeting shall fix the time for holding the meeting, which shall be at the Cooperative headquarters or at any other site in the area served by the Cooperative as provided by resolution and as provided in Section Five of this Article. The matters considered and acted upon by the Board at a Special Meeting shall be limited to those specific items indicated in the Notice of meeting provided to the Directors.

Section 3.   NOTICE OF DIRECTORS MEETING.

Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered to each director not less than five (5) days previous thereto either personally, by mail, by facsimile mail, or by such electronic means as may be adopted by the Board, to each director at the directors last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United states mail addressed to the Director at their address as it appears on the records of the Cooperative with postage thereon prepaid. Any Director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting by such Director, except in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 4.   QUORUM.

A majority of the Board shall constitute a quorum, provided, that if less than such majority of the Board is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provide further, that the Secretary shall notify any absent Board members of the time and place of such adjourned meeting.

Section 5.   MEETING BY MEANS OF ELECTRONIC COMMUNICATION.

Directors may participate in a regular or special meeting of the Board of Directors by means of conference telephone or by means of electronic communication as may be adopted by the Board, by which all persons participating in the meeting can simultaneously hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.



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