Ti	=	ARTICLE 4 – Director Meetings
1.Ti	=	Directors and Board Composition.
1.1.sec	=	All Members shall serve on the Board of Directors.
1.2.sec	=	Only Members shall serve on the Board, except as provided in the next paragraph.
1.3.sec	=	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.
1.	=	[G/Z/ol/s3]
[Explanatory Note: See Code Sections 12331 and 12360 for requirements for a cooperative Board of Directors. A cooperative must have at least 3 Directors, according to section 12331(a). The statute does not require that Directors be Members, although most cooperatives tend to require that Directors have to be Members. Section 12331(a) requires that the bylaws “set forth […] the number of directors of the corporation, or the method of determining the number of directors of the corporation, or that the number of directors shall be not less than a stated minimum or more than a stated maximum with the exact number of directors to be fixed, within the limits specified, by approval of the board or the members (Sections 12222 and 12224), in the manner provided in the bylaws, subject to {12331(e)}.” Note, also, that section 12360(d) permits all or some Directors to hold office other than by election of Members. For example, a coop’s incubator might appoint some Directors to the Board, so long as the Bylaws provide for it.]	=
2.Ti	=	Terms of Directors
2.1.sec	=	The term of office of the Directors shall be one year or until the next Annual Member Meeting.
2.2.sec	=	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.
2.3.sec	=	Notwithstanding the above, a person whose Membership is terminated shall immediately cease to be a Director.
2.	=	[G/Z/ol/s3]
[Explanatory Note: The maximum term is four years. See Code Section 12360 regarding Director terms.]	=
3.Ti	=	Director Voting
3.sec	=	Directors shall vote using the modified consensus process described in Section 5.1.
4.Ti	=	Notice of Board Meetings
4.1.sec	=	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.
4.2.sec	=	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.
4.	=	[G/Z/ol/s2]
5.Ti	=	Waiver of Notice
5.sec	=	Notice of a meeting need not be given to any Director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes in writing, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
6.Ti	=	Quorum
6.1.sec	=	A majority of Directors shall constitute a quorum for a Board meeting.
6.2.sec	=	When a quorum is present, proposals shall be adopted using the modified consensus process as described in Section 5.1, unless otherwise required in the articles or bylaws.
[Explanatory Note: Code Section 12462(a) provides quorum requirements unless Bylaws provide otherwise.]	=
6.	=	[G/Z/ol-a/s2]
7.Ti	=	Loss of Quorum at Meeting
7.sec	=	If there is a quorum present at the beginning of a meeting and then some Directors leave so that less than a quorum remains, the remaining Directors may continue to conduct business as long as any actions they take (other than adjournment) reflect consensus of, or when voting is called for, at least three-fourths of the Directors required to constitute a quorum.
[Explanatory Note: See Code Section 12462(c).]	=
8.Ti	=	Adjournment for Lack of Quorum
8.sec	=	In the absence of quorum, a majority of present Directors can vote to adjourn the meeting. No other business may be transacted, except as provided in Section 4.7 above
[Explanatory Note: See Code Section 12462(d).]	=
9.Ti	=	Adjourned Meetings
9.sec	=	A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
[Explanatory Note: See Code Section 12461(d).]	=
10.Ti	=	Action Without Meeting
10.sec	=	The Board of Directors may take action without a meeting if all Directors individually or collectively consent in writing to the action. The written consents shall be filed with the minutes of the Board’s meetings. Action by written consent has the same force and effect as a unanimous vote of the Directors.
[Explanatory Note: See Code Section 12463(a) and (f)]	=
11.Ti	=	Resignation
11.1.0.sec	=	The only way that a Director may resign is by ceasing to be a Member, unless:
11.1.1.sec	=	The provision of these Bylaws requiring that all Members serve on the Board is amended; or
11.1.2.sec	=	There are fewer than three Members and there are non-Member Directors, in which case, such non-Member Directors may resign.
11.1.	=	[G/Z/ol-a/s2]
11.2.0.sec	=	In a case where a Director may resign, the following procedure shall be followed:
11.2.1.sec	=	A Director may resign effective upon giving written notice to the President, the Secretary of the Cooperative, unless the notice specifies a later time for the effectiveness of such resignation.
11.2.2.sec	=	The Board shall then appoint a person to fill the vacancy and serve until the next Annual Members Meeting.
11.2.	=	[G/Z/ol-a/s2]
[Explanatory Note: See Code Section 12364(c)]	=
12.Ti	=	Removal
12.1.sec	=	So long as all Members are required by these Bylaws to serve on the Board, Directors may not be removed except if they cease to be Members.
12.2.0.sec	=	Should the provision by which all Members constitute the Board be amended, the following shall apply:
12.2.1.sec	=	The Board may declare vacant the office of a Director whose eligibility for election as a Director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a felony.
12.2.2.sec	=	Directors may be removed without cause by the Members, if removal is approved by a vote of 75% or greater of all Members at a duly called meeting at which a quorum is present.
12.2.3.sec	=	Vacancies caused by removal may only be filled by approval of a majority of all Members.
12.2.	=	[G/Z/ol-a/s3]
12.3.sec	=	Any reduction of the authorized number of Directors does not remove any Director prior to the expiration of the Director’s term of office.
[Explanatory Note: See Code Section 12362(a)(1)]	=
13.Ti	=	Empowered Committees
. Portion	=
13.1.sec	=	The Board may establish committees through the decision-making process in Section 5.1. Each committee shall consist of two or more Directors who serve at the pleasure of the Board.
13.2.0.sec	=	An empowered committee shall have the same authority as the Board, except with respect to:
13.2.1.sec	=	Approval of any action that by law requires approval by the majority of the Members;
13.2.2.sec	=	Filling vacancies of the Board or any committee that has authority of the Board;
13.2.3.sec	=	Fixing compensation of Directors for serving on the Board;
13.2.4.sec	=	Amendment or repeal of the Bylaws or adoption of new Bylaws;
13.2.5.sec	=	Amendment or repeal of any resolution that the Board has expressly deemed not amendable or repealable;
13.2.6.sec	=	Establishment of committees of the Board or appointing Members to such committees;
13.2.7.sec	=	Expenditure of corporate funds to support a nominee for Director (if there are more people nominated for Director than open slots available).
13.2.	=	[G/Z/ol-a/s7]
13.	=	[G/Z/ol-a/s2]
	=	[G/Z/ol/4]
[Explanatory Note: Committees must have at least two directors. See Code Section 12352]	=