/Docs/G/Cooplaw-WorkerCoop-Bylaws-CmA/Sec/0.md
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ARTICLE 4 – Director Meetings
  1. Directors and Board Composition.
    1. All Members shall serve on the Board of Directors.
    2. Only Members shall serve on the Board, except as provided in the next paragraph.
    3. There shall be no more than 40 and no fewer than 3 Directors on the Board with the exact number of Directors to be fixed, within the limits specified, by a vote of the Members. If there are fewer than 3 Members, the Member(s) shall elect non-Members to the Board, enough to bring the total number of Directors to 3.
  2. Terms of Directors
    1. The term of office of the Directors shall be one year or until the next Annual Member Meeting.
    2. At each Annual Member Meeting, the Secretary will propose that all Members be elected as Directors. If this proposal fails, the Directors will continue to serve until the Bylaws are amended to provide for a smaller Board and/ or a new election.
    3. Notwithstanding the above, a person whose Membership is terminated shall immediately cease to be a Director.
  3. Director Voting
    Directors shall vote using the modified consensus process described in Section 5.1.
  4. Notice of Board Meetings
    1. Regular meetings of the Board will be held the first Monday of every month at 7:00 p.m. at the principal office of the Cooperative. If the day fixed for the regular meeting falls on a legal holiday, the meeting shall be held at the same time on the next day.
    2. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally, by telephone, including a voice messaging system, or by electronic transmission by the Cooperative. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board.