Article III – Meetings of Members

Article III - Meetings of Members

Section 3.01. Annual Meeting

For the purposes of electing directors, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held on the 4th Monday of the month of April each year, at such place in 1 of the counties of Mississippi within which the Association serves, and beginning at such hour, as the Board of Directors shall from year to year fix; provided, that, for cause sufficient, the Board of Directors may fix a different date for such annual meeting not more than 45 days prior or subsequent to the day otherwise established for such meeting in this section. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Association. It shall be the responsibility of the Board of Directors to make adequate plans and preparation for the annual meeting, and to encourage attendance by the membership at these meetings.

Section 3.02. Special Meetings

Special meetings of the members may be called by at least a majority of directors or upon written request signed by at least 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. Special meetings of the members may be held at such place in 1 of the counties of Mississippi within which the Association serves, specified in the notice of the special meeting.

Section 3.03. 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 to each member not less than 10 days nor more than 60 days before the date of the meeting, either personally, by mail, or by association newsletter, by or at the direction of the Secretary, or by the directors or members calling the meeting. If directors are to be elected at such meeting, the notice of members’ meeting shall include a statement of the board members to be elected as provided in Section 4.04. Unless contained with such notice, no matter may be acted upon at that meeting which requires the affirmative votes of at least a majority of the members. If mailed such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member as it appears on the records of the Association, 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.

Section 3.04. Quorum

5% of the members shall constitute a quorum at a meeting of members. This number shall be arrived at by adding the number of members present in person at the meeting to the number of members represented at that meeting by valid proxies filed as provided by Section 3.06 of these bylaws. Such percentage shall be computed upon the number of members in good standing as of the date of the meeting. If less than a quorum is present at any meeting of members, the President of the Association or his nominee who is presiding at the meeting, may without a motion declare the meeting adjourned and closed or he may hold the meeting open for not longer than 30 minutes to see if a quorum is present within that time; such determination being conclusive in the absence of fraud or bad faith, and the meeting shall automatically be adjourned and closed if a quorum shall not be present at the end of said 30 minute period. The members present at a meeting at which a quorum is not present shall not have the power to take any kind of action, including, but not by way of limitations, adjourning said meeting to another time or place. At all meetings of the members, whether a quorum be present or not, the Secretary shall annex to the meeting minutes, or incorporate therein by reference, a list of those members who registered as present in person.

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 1 vote upon each matter submitted to a vote at any meeting of the members. A member may vote in person or by proxy. At a meeting of the members where directors are to be elected, all members present in person or by proxy may cast 1 vote for each director to be elected; each member may vote their own vote plus those proxies executed in their favor, pursuant to Section 3.06 of these bylaws. Voting by members other than members who are natural persons shall be allowed upon the presentation to Association, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting same to vote. At all meetings of the members, all questions shall be decided by majority of the members voting thereon, except as otherwise provided by law or by the Association’s Certificate of Incorporation or these bylaws. Members may not cumulate their votes.

Section 3.06 Proxies

For the convenience of the members, at all meetings of the members a member may be considered present and may vote by proxy executed in writing by the member upon the form specified and provided to the member by the Association. In the event a member executes 2 or more proxies for the same meeting or for any adjournment thereof, the proxy last filed shall revoke all others. If 1 person shall receive electric service through 2 or more meters at different premises, he shall be entitled to vote not more than 1 vote at any meeting of the members. Only a proxy form, together with its associated mail-ballot envelope, specifically issued by the Association shall be valid.

Each proxy must be in writing, show the member’s account or member number, be signed by the member, name another member to vote the proxy, and be filed in person or by United States mail addressed to the Association, at the principal office of the Association in Chickasaw County, Mississippi at least 3 days prior to the meeting at which it is to be voted. The member may by said proxy appoint 1 other member or the Board of Directors, which shall be considered a member for the purpose of proxy voting. The date of the proxy’s receipt in the Association’s office, shall be its filing date. The proxy must designate the particular meeting at which it is to be voted, and no proxy shall be voted at any meeting other than the 1 so designated, or any adjournment of such meeting. No proxy shall be voted by anyone other than a member of the Association. No proxy shall be valid after 70 days from the date of its filing. If no member is designated on any proxy to vote the same or if the Board of Directors of the Cooperative is designated to vote the proxy, the proxy shall be voted by the Board of Directors, or its nominee. No member, other than the Board of Directors or its nominee, shall vote as proxy for more than 5 members at any meeting of the members.

The presence of a member at a meeting of members shall not revoke a proxy theretofore executed by him, and such member shall not be entitled to vote at such meeting. A proxy may be revoked only by the person who issued the proxy. The revocation must be in writing, signed by the member, dated, stating the account or member number of the member, and must be filed with the Association at its principal office in Chickasaw County, Mississippi at least 3 days prior to the scheduled starting time of the meeting at which the revoked proxy was to be voted. In the case of a joint membership, a proxy may be executed and may be revoked by either husband or wife.

If the official proxy form of a member is lost, stolen, or destroyed, the Association shall furnish the member with a replacement proxy form upon request, provided that the member executes a revocation of the lost, stolen, or destroyed form at least 3 days prior to the meeting, to be witnessed by an authorized employee of the Association. Blank proxy forms will not be distributed in bulk to any member.

Section 3.07. Representative Voting

Legal entity organizations and nonlegal entity organizations which are members of the Association may be represented at any meeting of the members and may vote only as follows: (a) Any director, officer, or general manager duly authorized in writing may represent and cast the vote of a corporation; (b) a trustee, steward, deacon, clerk or pastor duly authorized in writing may represent and cast the vote of a church; (c) a school trustee, principal or superintendent duly authorized in writing may represent and cast the vote of the school; (d) and any other associaton or organization not a legal entity may be represented by and have its vote cast by any person duly authorized in writing who is a trustee, or manager, or part owner, or any officer of such association or organization

Section 3.08. Order of Business

The order of business at the annual meetings of the members and, so far as practicable, at all other meetings of the members shall be essentially as follows, except as otherwise determined by the President of the Association or his nominee, who is presiding at such meeting:

1. Report on the existence of a quorum.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting.
3. Reading, or the waiver thereof, of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
4. Presentation and consideration of reports of officers, directors, and committees.
   1. Receive report of Committee on Nominations.
   2. Secretary to present petitions filed and posted for the nominations of directors.
   3. Election of directors.
5. Unfinished business.
6. New business, which has been noticed in accordance with Section 3.03 of these bylaws.
7. Adjournment.