Section 2.1 Annual Meeting
The annual meeting of the members shall be held during the month of July each year on such day and at such time of day of said month as may be designated by the board of directors. The meeting shall be held at such place in the Counties of Grayson or Collin, State of Texas, as shall be designated in the notice of the meeting. The meeting shall be for the purpose of electing directors, receiving reports covering the previous fiscal year and transacting such other business as may come before the meeting.
Except as otherwise provided in these Bylaws, if the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be arranged. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative. Notwithstanding any provision of these Bylaws to the contrary, in case of a Force Majeure Event, such annual meeting may be postponed until as soon as reasonably practicable after the removal of the cause, including postponement until the next annual meeting of the members, and the election of directors shall be held in accordance with Article 3, Section 3.3 of these Bylaws. "Force Majeure Event” includes, but is not limited to, any intervening act of God or public enemy, war, invasion, act of terror, natural disaster, disease, outbreak, epidemic, pandemic, or other declaration of public health emergency, quarantine restriction, and any action of any governmental body or authority.
Section 2.2 Special Meetings
Special meetings of the members may be called by the president, by at least 3 directors or upon a written request signed by at least 10% 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. A special meeting of the members may be held at any place within the County of Grayson in the State of Texas specified in the notice of the special meeting.
Section 2.3 Notice of Members’ Meetings
Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 days nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or 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.
Notice of members’ meetings shall include a brief notice of any member resolution. To be valid, a member resolution must be signed by at least 15 members and presented to the Secretary of the Cooperative not less than 60 days in advance of the member meeting at which its consideration is requested. Member resolutions may not infringe upon the power of the board of directors to manage the business and affairs of the Cooperative as provided in the Electric Cooperative Corporation Act, Section 161.071. Accordingly, in order to be valid, a member resolution should resolve that the board of directors consider or consider and favorably or unfavorably act on a particular proposition. Member resolutions that are not timely submitted shall not be included in the notice of the meeting and shall not be considered at the meeting of members.
Section 2.4 Quorum
Except as otherwise provided in this Section 2.4, 2% of the total number of all members of the Cooperative present in person (which includes, if authorized by the Board of Directors of the Cooperative, votes received by (i) regular mail ballot returned to the Cooperative; (ii) electronically via the Cooperative’s website; (iii) a website or information processing system that the Cooperative has designated or uses to send, receive or transmit documents or information, or to electronically conduct an action, transaction, business, meeting or activity); or (iv) by proxy shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
A majority of the total membership of the Cooperative shall constitute a quorum at a meeting for the purpose of considering the sale, lease, lease-sale, exchange, transfer or other disposal of all or substantially all of the Cooperative’s property, for the purpose of considering the alteration, amendment or repeal of Section 1 of Article 8 of the articles of incorporation relating to sale or disposition of property, or for the purpose of amending, altering or repealing Section 2 of Article 8 of the articles of incorporation. Provided, however, this quorum requirement shall not apply with respect to the authorization of transactions described in paragraph (c) of Section 1 of Article 8 of the articles of incorporation.
Section 2.5 Voting
Each member shall be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the members at which a quorum is present all questions shall be decided by a vote of a majority of the members voting thereon in person, by proxy, by mail or electronically, as determined by the Board, except as provided by law, the articles of incorporation of the Cooperative or these bylaws. If a husband and wife hold a joint membership, they shall jointly be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the members.
Members may vote or act only upon a matter described in the notice of the meeting of members. Member resolutions must comply with Section 2.3 of these Bylaws. This section does not preclude members from raising issues relevant to the operation of the Cooperative for discussion at the meeting of members.
In connection with any matter of business of the Cooperative, including the election of directors, submitted to a vote at a meeting of the members where the members are required or allowed to vote by mail ballot and/or by electronic means, the Board shall cause printed mail ballots to be prepared and mailed to the members for their action. Ballots so mailed shall specify the member meeting to which they correspond, list each issue or question submitted and, if directors are to be elected, list the names of person(s) nominated for directors, and each mail ballot shall contain and provide a place where the member may indicate such member’s vote. Each member shall be instructed that such member’s mail ballot must be received by 5 p.m. (local time) at the location determined by the Board or, if no such determination is made, at the Cooperative’s principal office, at least 5 days before the date of the meeting. If members are also allowed to vote in person at the member meeting to which such mail ballot corresponds, then members submitting a completed mail ballot may not vote in person at such meeting regarding any matter described in such ballot. If voting by mail, each mail ballot shall be signed and mailed or delivered by hand or courier by the member casting such ballot to the location determined by the Board or, if no such determination is made, to the Secretary of the Cooperative at the Cooperative’s principal office. If electronic voting is allowed, such voting shall be in accordance with Article 2, Section 2.9. The Board shall select or cause an election official to receive, validate, and count mail and electronic ballots, and the Cooperative shall announce the results of the election to its members.
Section 2.6 Proxy Voting
At all meetings of members, a member may vote by proxy executed in writing by the member. Such proxy shall be filed with the Secretary before the time the meeting is scheduled to commence. No proxy shall vote at any meeting of the members unless it shall designate the particular meeting at which it is to vote, and no proxy shall be voted at any meeting other than the one so designated or any adjournment of such meeting.
Section 2.7 Order of Business
The order of business to be considered at a meeting of the members shall be as set forth in the notice of the meeting unless otherwise determined by the members at the meeting. Usually, the order of business at the annual meeting of the members, and so far as possible at other meetings of the members, is as follows:
- Call of the roll
- Reading of the notice of the meeting and proof of the due publication of mailing thereof, or the waiver or waivers of notice of the meetings, as the case may be
- Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon
- Presentation and consideration of, reports of officers, directors, and committees
- Election of directors
- Unfinished business
- New business
- Adjournments
Section 2.8 Removal of Directors & Officers
Any member may bring charges against an officer or director by filing them in writing with the Secretary, together with a petition signed by 10% of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by the members at such meeting. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and the person or persons bringing the charges against him shall have the same opportunity.
Section 2.9 Electronic Notice, Documents, & Actions
Notice, dissemination of documents and actions may be completed by electronic means as determined by the Board and as allowed by law. An electronic document electronically sent or transmitted to a Member at the Member’s last known electronic address is considered sent, received, transmitted, and effective on the date sent by the Cooperative. An electronic document electronically received or transmitted from a Member is considered sent, received, transmitted, and effective on the date received by the Cooperative. If electronically delivered, such notice shall be deemed to be delivered when sent to the last known electronic address of the Member for which no non-delivery notice is returned. If a Member has reasonable access to appropriate hardware and software, then under such terms and conditions as the Board determines and as allowed by law, the Member consents and agrees to
- (A) use, accept, send, receive, and transmit an electronic signature, contract, record, notice, vote, communication, comment, and other document regarding an action, transaction, business, meeting, or activity with, for, or involving the Cooperative
- (B) electronically conduct an action, transaction, business, meeting, or activity with, for, or involving the Cooperative
- (C) electronically give or confirm this consent and agreement
Section 2.10 Telephonic or Electronic Participation in Annual or Special Meetings of Members
Notwithstanding any provision of these Bylaws to the contrary, with the approval of the Board of Directors, an annual or special meeting of the Members may be conducted with members participating but not physically present but deemed present in person through a means of communication by which all members participating in the meeting may simultaneously hear, reasonably and verifiably identify themselves, and generally simultaneously and instantaneously communicate with each other during the annual or special meeting of Members.