Ti	=	ARTICLE 3 – Member Meetings
1.Ti	=	Distinction between Member Meetings and Director Meetings
1.0.sec	=	All Members are elected Directors of the Board when they become Members. Meetings of the Members in their capacity as Members shall be governed by this Article 3. Meetings of the Members in their capacity as Directors shall be governed by Article 4. Except as required by law or these Bylaws, votes are cast as Directors rather than as Members. The following acts require voting as Members, rather than as Directors:
1.1.sec	=	Acceptance of Members;
1.2.sec	=	Expulsion of Members;
1.3.sec	=	Election of Directors, if applicable; and
1.4.0.sec	=	Bylaw changes that would:
1.4.1.sec	=	Materially and adversely affect the rights or obligations of Members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, allocations, patronage, dividends, property rights, or rights to repayment of contributed capital;
1.4.2.sec	=	Increase or decrease the number of Members authorized in total or for any class;
1.4.3.sec	=	Effect an exchange, reclassification or cancellation of all or part of the Memberships;
1.4.4.sec	=	Authorize a new class of Memberships;
1.4.5.sec	=	Specify or change the maximum or minimum number of Directors or change from a variable number of Directors to a fixed number;
1.4.6.sec	=	Increase the terms of Directors; and
1.4.7.sec	=	Increase quorum for meetings.
1.4.	=	[G/Z/ol-i/s7]
1.	=	[G/Z/ol-a/s4]
[Explanatory Note: These sample Bylaws assume that all Members of the cooperative are also on the Board of Directors. Because the Statute requires that cooperative Members make certain decisions and that Directors make other decisions, it is necessary for a cooperative to clarify in meeting minutes when decisions are being made by Members and when they are being made by Directors.]	=
2.Ti	=	Member Voting
	=
2.1.sec	=	Each Member will have one vote on each matter submitted for a vote.
2.2.sec	=	If a vote requires that Members cast a written ballot, only Members that have been Members of the Cooperative for more than 10 days prior to the meeting date may be entitled to cast ballots.
2.3.sec	=	Cumulative voting shall not be permitted for any purpose.
2.4.sec	=	Proxy voting shall not be permitted for any purpose.
2.5.sec	=	Unless otherwise specified, all votes shall be conducted using the modified consensus process in Article 5.
2.	=	[G/Z/ol/s5]
[Explanatory Note: See Code Sections 12480 through 12484 for membership voting requirements for cooperatives. Also, the Statute prohibits proxy voting (12405).]	=
3.Ti	=	Annual Members Meeting.
3.1.sec	=	The Annual Members Meeting shall be held on the first Thursday in November at 7:00 pm at the Cooperative’s main office.
3.2.sec	=	At this meeting, the Members shall elect all of the Members to the Board (unless there are fewer than three Members in which case the Members shall elect the number of non-Member Directors required to bring the number of Directors to three). The Members shall also elect Officers and conduct any other proper business.
3.3.sec	=	If the bylaws are amended to change from a variable to fixed number of Board Members (e.g., the Members vote to have seven Directors instead of having all Members serve as Directors), Board elections shall be held at the Annual Members Meeting, and these Bylaws shall be amended to provide for reasonable election procedures and procedures for the removal of Directors.
3.4.sec	=	If the meeting falls on a holiday it should be held at the same time/place the following business day.
3.	=	[G/Z/ol/s4]
[Explanatory Note: An annual meeting is required. See Code Section 12460(b). While the annual meeting may be held at any time, it may be helpful to hold it close to the time that the annual report must be made available to members. Membership meetings may be held anywhere that is stated in or fixed in the Bylaws; if no place is fixed or stated, the meetings must take place at the main office. See Code Section 12460(a). The annual meeting may be conducted wholly or partly by electronic communication if there is a reasonable opportunity to participate and vote through this means and a record of electronic participation is maintained by the organization. See Code Section 12460(f).]	=
4.Ti	=	Special Member Meetings
4.1.sec	=	Special meetings of the Members for any lawful purpose may be called by the Board, President, Secretary, or by at least 5% of the Members.
4.2.0.sec	=	The procedure for calling a special Members meeting shall be as follows:
4.2.1.sec	=	The person(s) requesting the special meeting shall submit a written request to the Cooperative addressed to the attention of the President or Secretary;
4.2.2.sec	=	Within 20 days after receipt, the President or Secretary shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time fixed by the Board not less than 35 nor more than 90 days after the receipt of the request.
4.2.	=	[G/Z/ol-a/s2]
4.3.sec	=	Special meetings shall be held at the principal office of the Cooperative.
4.	=	[G/Z/ol/s3]
[Explanatory Note: This section is governed, in part, by 12461(c).]	=
5.Ti	=	Notice
5.1.sec	=	Whenever the Members are required to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each Member who, on the record date for notice of the meeting, is entitled to vote.
5.2.0.sec	=	The notice shall state the following:
5.2.1.sec	=	Meeting place, date, and time of the meeting;
5.2.2.sec	=	If applicable, the log-in or call-in information for telephone/video/web conference;
5.2.3.sec	=	In the case of a special Members meeting, the general nature of the business to be transacted, and that no other business may be transacted, or
5.2.4.sec	=	In the case of the regular Members meeting, those matters which the Board intends to present for action by the Members. The notice of any meeting at which Directors are to be elected shall include the names of the nominees.
5.2.	=	[G/Z/ol-a/s4]
5.3.0.sec	=	Notwithstanding the above, any of the following decisions, other than by unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal was stated in the notice of meeting or in any written waiver of notice:
5.3.1.sec	=	Removal of Directors;
5.3.2.sec	=	Election of a Director to fill a vacancy;
5.3.3.sec	=	Approval of a contract or other transaction between the Cooperative and one or more of its Directors, or between the Cooperative and any corporation, firm, or association in which one or more of its Directors has a material financial interest or is a Director;
5.3.4.sec	=	Amendment of the articles of incorporation; and
5.3.5.sec	=	Approval of a plan of distribution upon winding up of the Cooperative.
5.3.	=	[G/Z/ol-a/s5]
5.4.sec	=	Notice of a Members’ meeting or any report shall be given personally, by electronic transmission, or by mail or other means of written communication, addressed to a Member at the address of such Member appearing on the books of the Cooperative or given by the Member to the Cooperative for purpose of notice.
[Explanatory Note: The minimum/maximum days for when a written notice must be given before the meeting are fixed by statute.]	=
5.	=	[G/Z/ol/s4]
6.Ti	=	Members Entitled to Notice
6.sec	=	A Member shall be entitled to notice of any meeting, so long as their Membership became official 30 days before the meeting date.
7.Ti	=	Meetings Held Without Proper Notice
7.1.sec	=	Members not present: The transactions of a meeting, whether or not validly called and noticed, are valid if a quorum is present and each of the absent Members who is entitled to vote, either before or after the meeting, signs either: a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
7.2.sec	=	Members present: A Member's attendance at a meeting shall constitute a waiver of notice of and presence at the meeting, unless the Member objects at the beginning of the meeting. However, attendance at a meeting is not a waiver of any right to object to the consideration of matter required to be included in the notice but not included, if an objection is made at the meeting.
7.	=	[G/Z/ol/s2]
8.Ti	=	Use of Written Ballots at Meetings
8.1.sec	=	Written ballots will be used for the election of Officers and may be used for Directors, when applicable. Written ballots may also be distributed for other matters if the Board authorizes.
8.2.0.sec	=	Ballots for Officer and Director elections must:
8.2.1.sec	=	Be distributed at least 10 days before the annual meeting;
8.2.2.sec	=	Include the names of all nominees; and
8.2.3.sec	=	Include a space for write-in candidates.
8.2.	=	[G/Z/ol-a/s3]
8.3.0.sec	=	Other written ballots must:
8.3.1.sec	=	Describe the proposed action; and
8.3.2.sec	=	Provide an opportunity to approve or disapprove of the proposed action.
8.3.	=	[G/Z/ol-a/s2]
8.4.0.sec	=	All ballots shall specify:
8.4.1.sec	=	The number of responses necessary to reach quorum; and
8.4.2.sec	=	The deadline by which the ballot must be filled out and turned in, in order to be counted.
8.4.	=	[G/Z/ol-a/s2]
8.5.sec	=	When ballots are distributed at a meeting, the number of Members voting shall be considered present for the purposes of determining quorum with respect to the specific actions in the ballot.
8.	=	[G/Z/ol/s5]
[Explanatory Note: See Code Section 12463. While a cooperative generally does not have to use written ballots, such ballots must be used for “referendums.” Ballots can be used for actions other than election of Officers and Directors, in which case ballots must state the proposed action and provide space for Members to indicate approval or disapproval. For contents of written ballot used a meeting see Code Section 12461(h).]	=
9.Ti	=	Quorum
9.sec	=	A majority of Members shall constitute a quorum at a meeting of Members. 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: Section 12462 addresses quorum requirements. In absence of a specified quorum in the Bylaws, the Statute sets the quorum at 5% of Members. Note that if a regular meeting is attended by less than 1/3 of voting Members, only matters described in the notice may be voted on. See Code Section 12462(b).]	=
10.Ti	=	Loss of Quorum at a Meeting
10.sec	=	If there is a quorum present at the beginning of a meeting and then some Members leave so that less than a quorum remains, the remaining Members 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 Members required to constitute a quorum.
[Explanatory Note: This section is governed by 12462(c).]	=
11.Ti	=	Adjournment for Lack of Quorum
11.sec	=	In the absence of quorum, a majority of present Members can vote to adjourn the meeting, and no other business may be transacted, except as provided in Section 3.10 above.
[Explanatory Note: This section is governed by 12462(d).]	=
12.Ti	=	Adjourned Meetings
12.1.sec	=	If a meeting is adjourned to a new time/place, Members may conduct any business at the new meeting that could have been conducted at the original meeting.
12.2.sec	=	If the new meeting is announced at the original meeting, no additional notice is required. However, if the new meeting is more than 45 days after the original meeting or if a new record date is fixed for the adjourned meeting, notice of the new meeting must be given to each Member entitled to vote at that meeting.
12.	=	[G/Z/ol/s2]
[Explanatory Note: This section is governed by 12461(d).]	=
13.Ti	=	Action Without Meetings
13.1.sec	=	Any action which may be taken at any regular or special Members meeting may be taken without a meeting if the Cooperative distributes a written ballot to every Member entitled to vote on that proposal.
13.2.sec	=	The written ballot shall set forth the proposal, provide the opportunity to specify approval or disapproval of the proposal, indicate the number of responses needed to meet quorum, the percentage of approvals necessary to pass the proposal; and provide a reasonable time within which to return the ballot.
13.3.0.sec	=	Approval under this section shall be valid only when:
13.3.1.sec	=	The Cooperative receives within the specified timeframe a number of written ballots that is at least equal to the quorum required for a meeting; and
13.3.2.sec	=	The number of approvals is at least equal to the number of approvals required at a meeting.
13.3.	=	[G/Z/ol-a/s2]
13.4.sec	=	The Secretary shall cause a vote to be taken by written ballot upon any action or recommendation proposed in writing by 20 percent of the Members.
13.	=	[G/Z/ol/s4]
	=	[G/Z/ol/13]
[Explanatory Note: This section is governed by 12463.]	=