Article XIV – Amendments of Bylaws

Section 14.01 Amendments of Bylaws

1. Member Vote. Except as otherwise provided in these Bylaws, these Bylaws may be adopted, amended, repealed and/or revised (“Amended”) only at a member meeting by the affirmative vote of a majority of those members voting on the matter.
2. Initiation of Bylaw Amendment. A proposed adoption, amendment, repeal and/or revision of these bylaws (“Amendment”) may be initiated for a vote by the members only by:
   1. The Board of Directors; or
   2. Written petition of members submitted to the Secretary of the Cooperative at the headquarters of the Cooperative, which petition:
      1. Shall contain:
         1. the full text of the proposed Amendment(s);
         2. any explanations and/or purposes for such Amendment(s) as the petitioners may wish to present to the Board of Directors and the members;
         3. the printed name, member account number, current billing address, original signature, and date of signature of at least 300 members in each of Charles County, St. Mary’s County, a combination of Calvert and Anne Arundel counties, and Prince George’s County, all of whom signed within 60 days before the petition is submitted to the Secretary, and all of whom are members in good standing at the time the petition is submitted to the Secretary; and
         4. the name and contact information of the person who is submitting the petition and with whom the Cooperative can correspond regarding the sufficiency of the petition, the date of the member meeting at which it may be submitted to a vote of the members, or any other issue.
      2. Shall not be altered or modified after being submitted to the Secretary;
      3. Shall be reviewed by the Board of Directors and its attorney for sufficiency of the petition, for sufficiency and legality of the proposed Amendment(s), and for effect of the proposed Amendment(s) on the Cooperative and the members, after which review the Board of Directors may comment on and sponsor or oppose the petition; and
      4. Provided further, that the Board of Directors shall not cause any such petition for a proposed Amendment to be noticed or acted upon, nor permit any such Amendment to be acted upon, if the Board of Directors determines that such, if adopted, would be illegal or a legal nullity.
3. Notice of Proposed Amendment. No proposed Amendment shall be submitted to a vote of the members unless timely notice thereof, and any comments, sponsorship and/or opposition relating thereto by the Board of Directors as it may wish to provide, has been given to the members as required by Section 3.03.
4. Changes to Proposed Amendments. No proposed Amendment may be substantively altered or amended after notice thereof has been given or from the floor of the member meeting at which it is being considered.
5. Notice of Adoption. The Cooperative shall give the members notice of the approval of an Amendment within 90 days after the vote of the members approving such Amendment by any combination of (i) mail, (ii) electronic transmission, or (iii) by posting the Amendment on the Cooperative’s website. The failure of any member to receive such notice shall not invalidate the Amendment or its applicability to the member who failed to receive such notice.
6. Effective Date. Except as otherwise provided in the motion to adopt an Amendment, such Amendment shall be effective on the day immediately following the close of the meeting at which the Amendment was adopted by the members.