Section 3.01. Annual Meeting. For the purposes of electing directors, hearing and passing upon reports covering the previous calendar year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held in the month of March or April each year, or such other time as may be required by circumstances beyond the control of the Cooperative, and may be held at any convenient place in one of the counties in Indiana within which the Cooperative serves that is compliant with the Americans with Disabilities Act and able to accommodate the parking, square footage, technology and other needs of a business meeting for a large gathering of people. The annual meeting shall be called at such hour as the Board of Directors shall from year to year fix. Notwithstanding anything to the contrary set forth in this Section 3.01, the Board of Directors may for good cause:
- fix a different date for such annual meeting not more than 30 days prior or subsequent to the day otherwise established for such meeting in this Section, or
- cancel that portion of the annual meeting which involves a public gathering when cancellation is (1) determined by the Board of Directors or by a public health agency to be in the interest of public health, safety and welfare, or (2) required by a natural disaster, calamity or catastrophe, or (3) required or recommended by law enforcement agencies or other governing public authorities. In the event of such cancellation, early voting allowed under Section 3.05 shall serve as the annual meeting, no further business meeting is required, and early votes cast by the membership shall determine the outcome of the election for Director, so long as the total early votes cast meet the quorum requirements of these Bylaws.
In cases of emergency postponements, reschedules or cancellations, the members shall be notified by written, printed, visual and/or audible notice, or any combination thereof, whether by electronic transmission, video announcement, paper dissemination or other method. The notice requirements of Section 3.03 shall apply in non-emergency situations.
It shall be the responsibility of the Board of Directors to make adequate plans and preparations for, and to encourage member attendance at, the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.
Section 3.02. Special Meetings. A special meeting of the members may be called by the Board of Directors, by any 6 directors, or by petition signed by not less than 10% of the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 3.03. Such a meeting shall be held at such place in one of the counties in Indiana within which the Cooperative serves, on such date, not sooner than 40 days after the call for such meeting is made or a petition therefor is filed, and beginning at such hour as shall be designated by him or those calling or petitioning for the same.
Section 3.03. Notice of Member Meetings. Written or printed notice, whether by electronic transmission, paper or otherwise, of the place, day and hour of the meeting and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes of the meeting shall be delivered to each member not less than 10 days nor more than 60 days prior to the date of the meeting, either personally or by mail, by or at the direction of the President or Secretary (and, in the case of a special meeting, at the direction of the President or Secretary or those calling the meeting).
Any notice delivered by mail may be included with member service billings or as an integral part of or with the Cooperative's monthly newsletter if, in either case, the notice is mailed in a sealed envelope. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed to the member at the member's address as it appears on the records of the Cooperative, with postage thereon prepaid and postmarked at least 10 days prior to the meeting date. In making such computation, the date of the meeting shall not be counted.
All notices delivered by electronic transmission shall be deemed to be delivered when sent to the member at the member's email address as it appears on the records of the Cooperative.
The incidental and nonintended failure of any member to receive a notice shall not invalidate any action which may be taken by the members at any meeting or the outcome of any election for Director, and the attendance in person of a member at any meeting and casting a vote for Director prior to any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the ground that the meeting shall not have been lawfully called, noticed or convened.
Any member attending any meeting for the purpose of making such objection shall notify the Secretary prior to or at the beginning of the meeting of his objection.
Section 3.04. Quorum. One-fiftieth of the total of all the Cooperative's members constitutes a quorum for the transaction of business at any membership meeting. PROVIDED, that early votes cast in the election of Directors prior to the in-person annual meeting, whether cast (a) by pre-annual-meeting paper ballot as may be allowed by the Board of Directors, (b) by mail, or (c) by electronic ballot added together with the in person votes cast in the election of Directors at the annual meeting shall count toward constituting a quorum after notice of the meeting is provided in accordance with Section 3.03. Except for early voting in elections for Directors at annual meetings as allowed in Section 3.01, all other business to be conducted at a membership meeting may be transacted only when: (a) a quorum has been constituted in person at the meeting, and (b) the membership has been given notice in accordance with Section 3.03 or as allowed under Section 3.01 of the business to be transacted. If less than 2% of the Cooperative's members are present in person at a membership meeting to conduct any business other than voting for Directors, a majority of those present may without further notice adjourn the meeting to another time and date not less than 40 days later and to any place in one of the counties in Indiana within which the Cooperative serves: PROVIDED, that the Secretary shall notify any absent members of the time, date, place and purpose of such adjourned meeting by delivering notice thereof as provided in Section 3.03.
Other than as provided Article III, Sections 3.01, 3.07 and the following paragraph of this Section 3.04 allowing for early voting and emergency cancellations of annual meetings and as provided in Article XI, Section 11.01 requiring a different quorum requirement of membership meeting to consider a buyout by a non REMC entity, 1/50 of all the members of the corporation present in person at any meeting of members, of which meeting notice shall be given as provided in Section 3.03 of this article, shall constitute a quorum for the transaction of business at such meeting. In the case of voting for Director, the presence of a quorum shall be determined by the number of votes possible, and by the number of votes cast as allowed in Section 3.05.
In the case of transacting other Cooperative business (for which the membership has been given proper notice), the presence of a quorum shall be determined by the number of votes possible, and by the number of members present at the meeting.
Section 3.05. Voting. Each member who is not in a status of suspension, as provided for in Section 2.01, shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members. Notwithstanding anything contained in the Bylaws that may be construed to the contrary, voting in elections for Directors may occur any time (a) after notice of the annual meeting is provided in accordance with Section 3.03 and (b) before the beginning of the business session at the annual meeting. The Board of Directors shall determine from year to year prior to sending notice of the annual meeting whether such early voting may be cast in person, by a written ballot, by electronic ballot, or by any combination thereof as allowed by law. The Board of Directors may engage the services of consultants or companies specialized in conducting corporate elections to count the ballots. All votes cast prior to the annual meeting as authorized by the Board of Directors shall count toward the quorum requirement of Section 3.04. The annual meeting notice to members shall inform the members of the voting process allowed for the annual meeting.
For purposes of this section, a member is defined as a natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency thereof, or body politic which purchases electric power and energyfrom the Cooperative.
Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote.
Members may not cumulate their votes or vote by proxy.
A member is not eligible to cast a vote for Director until he/she/it has been a member for at least 45 days before voting in an election of Directors is open to the members. A member is not eligible to vote on other business until he/she/it has been a member for at least 45 days before the annual or special meeting at which the business is to be conducted by the membership.
Section 3.06. Credentials and Election Committee. The Board of Directors shall, at least 90 days before the annual meeting and at least 10 days before any other meeting of the members, appoint a Credentials and Election Committee. The Committee shall consist of an uneven number of members not less than 7 nor more than 21 who are not existing Cooperative employees, agents, officers, directors or known candidates for director, and who are not close relatives (as hereinafter defined in Section 4.14) or members of the same household of existing Cooperative employees, agents, officers, directors or known candidates for director. In appointing the Committee, the Board shall have regard for the equitable representation of the several areas served by the Cooperative.
The Committee shall elect its own chairman and secretary prior to the member meeting.
It shall be the responsibility of the Committee to pass upon all questions that may arise with respect to the registration of members in person, to rule upon the validity of petitions of nomination or the qualifications of candidates and the regularity of the nomination and election of directors, and to pass upon any protest or objection filed with respect to any election or to conduct affecting the results of any election.
In the exercise of its responsibility, the Committee shall have available to it the advice of counsel provided by the Cooperative.
In the event a protest, objection, or request for recount is filed concerning any election or ballot initiative, such protest, objection, or request for recount must be filed before the close of business on or before the fifth business day following the adjournment of the meeting in which the voting is conducted. The Committee shall thereupon be reconvened, upon notice from its chairman given within 10 business days after such protest, objection, or request for recount is filed.
If the difference in votes between the candidate with the most votes and either the next closest candidate or the candidate for whom the recount is requested is 5% or more of the total votes cast in the recounted election, no recount shall occur unless the person requesting the recount pays a deposit of $2,500 at the Cooperative headquarters before the close of business on or before the fifth business day following the adjournment of the meeting in which the voting was conducted. In the event that the recount overturns the results of the election, the deposit shall be refunded. In the event that the cost of the recount exceeds the amount of the deposit and the election is not overturned, the person requesting the recount shall pay all additional costs incurred by the Cooperative for the recount. The deposit shall apply toward the final cost of the recount. The same rules and deposit requirements shall apply for a requested recount of any ballot initiative.
The Committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the Committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than 30 days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside. The Committee's decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final.
The Committee may not affirmatively act on any matter unless a majority of the Committee is present.
Section 3.07. Order of Business. The order of business at the annual meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows:
- Report on the existence of a quorum;
- Reading of proof of the notice of the meeting or of the waiver or waivers of notice of the meeting, as the case may be;
- Call for approval of draft minutes of previous meetings of the members and the taking of necessary action thereon. Action may be taken on minutes of previous meetings by a majority vote of the members actually present at the meeting;
- Discussion of unfinished business, however, no action may be taken on unfinished business without notice to the full membership;
- Discussion of new business, however, no action may be taken on new business without notice to the full membership;
- Announcement of election results; and
Notwithstanding the foregoing, the Board of Directors may from time to time establish a different order of business for the purpose of assuring the earlier consideration of and action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business: PROVIDED, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established. PROVIDED FURTHER, that any cancellation of the annual meeting under Section 3.01 of these Bylaws shall suspend the need to conduct a membership meeting for all business items stated herein. In the event of such cancellation the Board of Directors shall (a) determine whether the total number of early votes cast constitutes a quorum, (b) receive a certified report of the outcome of early voting, (c) declare the winning candidates for Director, and (d) cause notice of the election outcome to be given to the candidates and members.