Article III

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 each year at such place in one of the counties in Illinois within which the Cooperative serves, and beginning at such hours, as the Board of Directors shall from year to year fix. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for, and to encourage member attendance at the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Cooperative.

SECTION 3.02. Specials Meetings. A special meeting of the members may be called by the Board of Directors, by the President, by any three (3) Directors, or by petition signed by not less than twenty percent (20%) 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 in Section 3.03. Such a meeting shall be held at such place in one of the counties in Illinois within which the Cooperative serves, on such date, not sooner than forty (40) days after the call for such meeting is made or a petition therefor is filed, and beginning at such hour as shall be designated by him or those calling or petitioning for the same.

SECTION 3.03. Notice of Member Meetings. Written or printed notice of the place, day and hour of meeting and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes of the meeting shall be delivered to each member not less than seven (7) days prior to the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary (and in the case of a special meeting, at the direction of him or those calling the meeting). Any such notice delivered by mail may be included with member service billings or as an integral part of the Cooperative's monthly newsletter, and/or any statewide consumer publication of AIEC (Association of Illinois Electric Cooperatives). No matter or item of business, the carrying of which, as provided by law, requires the affirmative votes of at least two-thirds (2/3) of the membership of the Cooperative present in person, or requires the affirmative votes of at least two-thirds (2/3) of the total membership of the Cooperative, shall be acted upon at any meeting of the members unless notice of such matter shall have been contained in the notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon prepaid and post-marked not less than seven (7) days prior to the meeting date. In making such computation, the date of the meeting shall not be counted. The incidental and non-intended failure of any member to receive a notice deposited in the mail addressed to the member at his address as shown on the Cooperative's books shall not invalidate any action which may be taken by the members at any meeting, and the attendance in person of a member at any meeting of the members shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or one or more items of business, on the grounds that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objection shall notify the Secretary prior to or at the beginning of the meeting of his objection.

SECTION 3.04. Quorum. Business may not be transacted at any meeting of the members unless there are present in person at least one hundred fifty (150) of the Cooperative's members, except that, if less than a quorum is present at any meeting, a majority of those present in person may without further notice adjourn the meeting to another time and date not less than forty (40) days later and to any place in one of the counties in Illinois within which the Cooperative serves:

PROVIDED, that the Secretary shall notify any absent members of the time, date and place of such adjourned meeting be delivering notice thereof as provided in Section 3.03. 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 are 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 one vote upon each matter submitted to a vote at any meeting of the members. Voting by members other than members who are natural persons shall be allowed upon the presentation to the Cooperative, prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote. Voting by the joint membership shall be allowed by registration of either party to the joint membership at each member meeting. Any questions with respect to the authority of any person, or representative of any member, to vote at any meeting of the members shall be resolved prior to said vote by the Board of Directors or such persons or subcommittees that shall be so designated to resolve such issues by the Board of Directors. At all meetings of members, all questions shall be decided by the affirmative votes of a majority of the members present in person except as otherwise provided by law or by the Cooperative's Articles of Incorporation or these By-laws. Members may not cumulate their votes.

SECTION 3.06. Proxy Voting. Proxy voting is prohibited at all meetings of members of this Cooperative.

SECTION 3.07. Order of Business. The order of business at the annual meeting of the members and, insofar as practicable or desirable, at all other meetings of the members shall be essentially as follows:

  1. Report on the number of members present in person in order to determine the existence of a quorum;
  2. Reading of the notice of the meeting and proof of the due giving thereof, or of the waiver(s) of notice of the meeting, as the case may be;
  3. Reading 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;
  5. Election of Directors;
  6. Unfinished business;
  7. New business; and
  8. Adjournment.

Notwithstanding the foregoing, the Board of Directors or the members themselves may from time to time establish a different order of business for the purpose of assuring the earlier consideration of and action upon any item of business the transaction of which is necessary or desirable in advance of any other item of business:

PROVIDED, that no business other than adjournment of the meeting to another time and place may be transacted until and unless the existence of a quorum is first established.

Except as provided herein, parliamentary procedure at all meetings of the members shall be governed by the most recent edition of Robert's Rules of Order.