Article III – Meeting of Members – Southern Maryland Electric Cooperative

Section 3.01 Annual Meeting

The annual meeting of the members shall be held at a time and place in the counties of Charles, St. Mary’s, Prince George’s or Calvert, State of Maryland, or may be held solely by means of remote communication, or may be held by a combination of in-person and remote communication as shall be determined by the Board and designated in the notice of the meeting as may be supplemented or amended, for the purpose of reporting the results of the election of directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. Any meeting held by means of remote communication must provide a reasonable opportunity for members to participate in the meeting and vote on any matters that may be submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings. Failure to hold the annual meeting at the designated time shall not result in a forfeiture or dissolution of the Cooperative.

Section 3.02 Special Meetings

Special meetings of the members may be called by a resolution of the Board of Directors, or upon a written request signed by a majority of directors, by the Chairperson, or 10% or more of all the members and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the service area of the Cooperative, specified in the notice of the meeting.

Section 3.03 Notice of Members’ Meetings

Notice Required. At the direction of the Secretary or upon a default in duty by the Secretary, the persons calling a special or annual meeting, notice of each meeting of the members shall be mailed to each member not less than 10 days or more than 90 days before the date of the meeting. The notice shall state the time and place of the meeting and, in case of a special meeting, the purpose of the meeting. The notice shall be properly addressed and sent either by mail deposited with the United States Postal Service with postage prepaid or by electronic transmission.
Ballot Required. A notice of a member meeting, required to be given pursuant to Subsection (A) of this Section and at which the results of any voting results will be reported and become final, shall include a copy of any ballot required by Section 3.06.01 (Ballots).
Delivery of Notice. For purposes of this Section, notice is given to a member if:
1. In writing personally delivered to that member;
2. In writing sent by mail to a member, such notice shall be deemed to be delivered to that member when deposited in the mail, addressed to that member at the address as it appears for that member for billing purposes on the records of the Cooperative, with postage thereon prepaid; or
3. Sent by electronic transmission when initiated to a member, addressed to that member at the electronic address for that member as it appears on the records of the Cooperative.
  1. Notice to a member given by electronic transmission shall be considered ineffective if:
    1. The Cooperative is unable to deliver 2 consecutive notices by electronic transmission to that member; and
    2. The inability to deliver the notices by electronic transmission to that member becomes known to the Secretary or other agent of the Cooperative responsible for giving the notice.
    3. The Cooperative has received a written and signed request from a member that notice not be sent by electronic transmission, the Cooperative may not thereafter provide notice to that member by electronic transmission unless such request is later rescinded by a signed writing by that member delivered to the Cooperative.
Evidence of Notice. An affidavit by the Secretary or other agent of the Cooperative that notice has been given, describing the manner in which notice was given, shall in the absence of actual fraud be prima facie evidence of the facts stated in the affidavit.
Waiver of Notice.
1. A person entitled to notice of a member meeting may waive notice in writing or by electronic transmission either before or after the meeting.
2. If a person entitled to notice of a meeting attends the meeting, the person’s presence shall constitute a waiver of notice of the meeting, unless the person participates in the meeting solely to object to the transaction of any business because the meeting has not been legally called or convened.
3. If a person, who is authorized to vote on behalf of a member entitled to notice of a member meeting, votes on behalf of that member in any manner permitted by these bylaws on any matter submitted to a vote of the members at a member meeting, then that member’s vote shall constitute a waiver by that member of notice of that member meeting.
Failure to Receive Notice. 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.

Section 3.04 Quorum

Five hundred members, at least fifty of whom must be present in person or through remote communication as approved by the Board, shall constitute a quorum. For a meeting of members for which a vote has been noticed, members who have voted by a method authorized by these bylaws shall be counted with those members present, either in person or participating remotely, in determining the existence of a quorum. If a quorum does not exist for any meeting, a majority of those present may adjourn the meeting from time to time without further notice. The business that would have been transacted at such meeting will be held over until the next annual meeting.

Section 3.05 Credentials and Election Committee

The Board of Directors shall, at least ten days before any meeting of the members, appoint a Credentials and Election Committee consisting of Cooperative members of not less than five nor more than twenty-nine, who are not close relatives or members of the same household of existing directors or known candidates for directors to be elected at such meeting. In appointing the committee, the Board shall have regard for equitable representation of the several areas served by the Cooperative. It shall be the responsibility of the committee to pass on all questions that may arise with respect to the registration of members, to monitor the tallying of all ballots cast in any election or in any other ballot vote taken, and to establish rules governing the effect of any ballots irregularly marked. The committee’s decision on all such matters shall be final. The committee shall certify the results of any vote and report the results of the vote at the meeting of members. Voting results shall become final upon the certification thereof by the Credentials and Election Committee.

Section 3.06 Voting

Each member shall be entitled to only one vote.
Voting by business organizations, non-profit organizations, municipal corporations, associations, and governments shall be by an authorized officer, partner, trustee, sole proprietor, or member of the entity as appropriate.
Voting by a member shall be conducted in accordance with the rules and procedures determined by the Board of Directors, on a ballot form provided by the Cooperative. The ballot must be received by the Cooperative or its designee at the address designated by the Cooperative before 4:30 p.m. Eastern Time seven calendar days before the member meeting.
Each question or matter submitted to a vote of the members shall be decided by a vote of a majority of the members voting thereon except as otherwise provided by law, the Articles of Conversion or these bylaws, provided, however, that only one of the holders of a joint membership may vote.

Section 3.06.01 Ballots

Before each member meeting at which the results of any voting will be reported and become final, the Cooperative shall prepare a ballot and cause a sufficient number of ballots to be timely distributed to the members, with the notice of the member meeting.
The ballot shall:
1. State each matter to be submitted to a vote of the members, including:
  1. The slate of candidates running for election to the Board of Directors, by county; and
  2. The language of each motion, resolution, or other matter, or a reference to a document furnished with the notice to members of the meeting at which the vote will occur;
2. State the date, time, and place of the member meeting;
3. Provide an opportunity to vote for each director positon that is open for election, and to vote for or against, or to abstain from voting on, each motion, resolution, or other matter being voted on by the members;
4. Instruct the member how to complete and return the ballot;
5. State the date and time by which the Cooperative or its designee must receive the completed ballot, and the address to be used to return ballots; and
6. Require information from persons casting ballots or take other reasonable precautions to deter unauthorized or fraudulent voting.
The failure of any member to receive a ballot shall not invalidate any motion, resolution, or ballot, and shall not invalidate any election or other action that may be taken by members at any such member meeting.
The Credentials and Election Committee may reject, and not give effect to, a ballot if the Credentials and Election Committee:
1. acts in good faith; and
2. has a reasonable basis for doubting the identity of the person submitting the ballot as a member, or as authorized by a member.

Section 3.07 Order of Business

The order of business at the annual meeting of members and, so far as possible, at all other meetings of the members, shall be essentially as follows:

Report as to the number of members present in person and the number of members voting by a method authorized by these bylaws in order to determine the existence of a quorum
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 meeting, as the case may be
Certify the results of any vote and report the results of the vote
Reading of unapproved minutes of previous meeting of the members and the taking of necessary action thereon
Presentation and consideration of reports of officers, directors and committees
Unfinished business
New business
Adjournment

Section 3.08. Motions

A motion, which if passed may affect the future of the Cooperative or a substantial number of the members, shall not be voted on at the same member meeting at which that motion is made, and such motion shall be tabled until the next following member meeting at least 180 days after that motion is made, unless:

The motion has been submitted to the Secretary of the Cooperative in writing at least 180 days prior to the date of the member meeting at which the motion is to be voted on by a method authorized by these bylaws; or
The motion has been recommended by an affirmative vote of at least two-thirds of the Board of Directors.