Section 1. Annual Meeting. The annual meeting of the Members shall be held each year on date which the Board of Directors shall designate at least 30 days in advance of the meeting date, at such place in The Dalles, County of Wasco, State of Oregon, or such other place within Wasco Electric Cooperative Inc.’s service area as shall be designated in the notice of the meeting for the purpose of electing directors, voting on proposed measures, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as conveniently may be. Failure to hold the annual meeting at the designated time shall not effect a forfeiture or dissolution of the Cooperative.
Section 2. Special Meetings. Special meetings of the Members may be called by the Board of Directors or upon a written request signed by at least 10% of all 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 any place within the County of Wasco in the State of Oregon specified in the notice of the special meetings.
Section 3. Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and the purpose for which the meeting is called, shall be delivered not less than 10 days nor more than 20 days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or by the persons calling the meeting.
Section 4. Quorum. As long as the total number of Members does not exceed 500, at least 5% of the total number of Members present in person shall constitute a quorum for the transaction of business at all meetings of the Members. In case the total number of Members shall exceed 500, then at least 25 Members present in person shall constitute a quorum for the transaction of business at all meetings of the Members: provided, however, that a quorum for purposes of Article IX of the Cooperative’s Articles of Association and any amendment of Article IX as provided in Article X of the Cooperative’s Articles of Association shall be 10% of all the Members of the Cooperative. If less than a quorum is present at any meeting, a majority of those Members present may adjourn the meeting from time to time without further notice.
Section 5. Voting. Each Member shall be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the Members. At all meetings of the Members at which a quorum is present, all questions shall be decided by a vote of a majority of the Members voting thereon at such meeting in person, by mail, except as otherwise provided by law, the Articles of Association of the Cooperative, or these bylaws. If a husband and wife hold a joint membership, they shall jointly be entitled to 1 vote and no more upon each matter submitted to a vote at a meeting of the Members.
Section 6. Voting by Mail. Any Member who is absent from any annual or special meeting of the Members may vote by mail upon any motion or resolution to be acted upon at any such meeting. The Secretary shall enclose with the notice of such meeting an exact copy of such motion or resolution to be acted upon and such absent Member shall express his or her vote thereon by writing “yes” or “no” on each such motion or resolution in the space provided therefore and enclose each such copy so marked in a sealed envelope bearing the Member’s name and addressed to the Secretary. When such vote is received by mail from an absent Member, it shall be accepted and counted as a vote of such absent Member at such meeting. Any Member who is absent from any meeting provided for in Section I of Article II to the election of directors may also vote by mail in the election of directors by ballot as hereinafter provided in these bylaws. If a husband and wife hold a joint membership and are absent from any annual or special meeting of the Members, they shall jointly be entitled to vote as provided in this Section. The failure of any such absent Member to receive a copy of any such motion or resolution or ballot shall not invalidate any action that may be taken by the Members at any such meeting.
Section 7. Order of Business. The order of business at the annual meeting of the Members, and so far as possible at all other meetings of the Members, shall be essentially as follows;
- Call of the roll
- 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, as the case may be.
- Reading of unapproved minutes of previous meetings of the Members and the taking of necessary action thereon.
- Presentation and consideration of, and acting upon, reports of officers, directors, and committees.
- Election of directors.
- Unfinished business.
- New business.
- Adjournment