Bylaw amendment to be voted on at annual meeting
The Board of Directors is recommending the adoption of the following Bylaw Amendment. This amendment is necessary to hold member meetings virtually.
Section 8. Remote Communications for Member Meetings.
(a) This Section shall be construed and applied to facilitate remote communications consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.
(b) The Board of Directors is authorized to hold annual or special meetings of the members, the Board of Directors or any committee designated or appointed by the Board of Directors solely by means of remote communication through which the members, the Board of Directors or such committee representatives may participate in the meeting. Furthermore, the Board of Directors is authorized to determine that a member, Board of Directors member or committee representative not physically present in person at an annual or special meeting of members, the Board of Directors or any committee designated or appointed by the Board of Directors may, by means of remote communication, participate in a meeting of members, the Board of Directors or such committee held at a designated place. Such participation by a member, Board of Directors or such committee representative by means of remote communications constitutes presence at the meeting in person if all other requirements set forth in this Section 8 are met.
(c) In any meeting of the members, the Board of Directors or any committee designated or appointed by the Board held solely by means of remote communication or in any meeting of the members, Board of Directors or any committee designated or appointed by the Board held at a designated place in which one or more members, Board-members or committee representatives participate by means of remote communication, the Cooperative must implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member, Board-member, or committee representative, as applicable; and the Cooperative must implement reasonable measures to provide each member, Board-member or committee representative participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to: (i) read or hear the proceedings of the meeting substantially concurrently with those proceedings; (ii) if allowed by the procedures governing the meeting, have the member’s, Board-member’s or committee representative’s remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and (iii) if otherwise entitled, vote on matters submitted to the members, Board or committee representatives. The Board of Directors may adopt such guidelines and procedures applicable to participation in member, Board of Director and committee meetings by means of remote communications as it deems appropriate.
(d) Any ballot, vote, authorization, or consent submitted by electronic communication submitted by a member, Board-member or committee representative may be revoked by the member, Board-member or committee representative who submitted the same so long as such revocation is received by the President or the Secretary of the Cooperative at or before the meeting and prior to the vote being accepted and tallied in the election or other action being taken.
(e) Participation in a meeting by remote communication described in clause (b) or (c) of this Section 9 is a waiver of notice of that meeting, except where the member, Board-member or committee representative objects at the beginning of the meeting to the transaction of business because the meeting is not properly called or convened, or objects before a vote on an item of business because such item may not properly be considered at the meeting and does not participate in consideration of the item at the meeting.
Section 9. Certain Definitions. The following words or phrases when used in these By-Laws have the meanings set forth below:
(a) “authenticated” means, with respect to an electronic communication, that the communication is delivered to the principal place of business of the Cooperative, or to an officer or agent of the Cooperative authorized by the Cooperative to receive the communication, and that the communication sets forth information from which the Cooperative can reasonably conclude that the communication was sent by the purported sender.
(b) “electronic communication” means any form of communication, not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by the recipient through an automated process.
(c) “remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.
