Article V – Meeting of Directors

Section 5.01 Regular Meetings

A meeting of the Board of Directors may be held, without notice other than this bylaw, immediately after and at the same place as the annual meeting of the members. A meeting of the Board of Directors other than a special meeting shall be held monthly at such time and place within the service area of the Cooperative in person, by remote communication, or both as the Board of Directors may provide by resolution. Such monthly meetings may be held without notice other than such resolution fixing the time, place, and method thereof. The Board of Directors may by resolution, establish more than one monthly meeting.

Section 5.02 Special Meetings

Special meetings of the Board of Directors may be called by the Chairperson or by a majority of directors and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The Chairperson or the directors calling the meeting shall fix the time, place, and method for holding the meeting. Section

5.03 Notice of Directors’ Meetings

Notice of the time, place, method, and purpose of any special meeting of the Board of Directors shall be delivered to each director by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the Chairperson or the directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Cooperative, with postage thereon prepaid.

Section 5.04 Quorum

A majority of the Board of Directors shall constitute a quorum, provided that, if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time and, provided further that, the Secretary shall notify any absent directors of the time, place, and method of such adjourned and rescheduled meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by these bylaws.