Article III

MEETINGS OF MEMBERS

Section 1 – Annual Meeting. The Annual Meeting of the members shall be held during the months of June, July, or August of each year at such place within a county served by the Corporation, as selected by the Board and which shall be designated in the notice of the meeting, for the purpose of receiving reports for the previous fiscal year and discussing such other matters as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the Annual Meeting. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Corporation.

Section 2 – Special Meetings. Special meetings of the members may be called by resolution of the Board or upon a written request signed by any three (3) directors, by the Chair, or by ten (10) per centum or more 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 one (1) of the counties served by the Corporation as designated by the Board and shall be specified in the notice of the special meeting.

Section 3 – Notice of Member Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than twenty-five (25) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. 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 Corporation, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Section 4 – Quorum. As long as the total number of members does not exceed five hundred (500), ten (10) per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed one thousand (1,000), one hundred fifty (150) members present in person shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The minutes of each meeting shall contain a list of members present in person.

Section 5 – Business to be Voted Upon by Members and Voting Thereon. The transaction of all business of the Corporation requiring a vote of the membership shall be transacted by a mail ballot, except as otherwise provided in these Bylaws. Each member shall be entitled to only one (1) vote upon each matter submitted to a vote of the members. All questions shall be decided by a vote of a majority of the members voting thereon except as otherwise provided by law, the Articles of Incorporation or these Bylaws. The Board shall designate eight (8) members, one from each district, who shall constitute a tellers committee responsible for counting the ballots received when submitting such a question. The members of the tellers committee shall be at least eighteen (18) years of age and shall not be existing Corporation employees, agents, officers, directors, known candidates or close relatives or members of the same household thereof; nor shall anyone having a conflict of interest with the question being raised serve as a teller.

The Corporation shall provide a self-addressed envelope postage prepaid for the purpose of returning the ballot. The ballot, when received by the Corporation, shall be placed in the box or boxes provided by the Corporation for holding director ballots. The box or boxes shall be locked and the key or keys delivered to the tellers committee at such time as the committee shall determine. The results shall be certified to the Board by the tellers committee.

Section 6 – Vote on Questions Directed by Member Meetings. By a majority vote of the members present at any regular or special meeting of the members conducted pursuant to these Bylaws, the Board may be directed to submit any question to the whole membership for a vote by mail ballot.

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, may be essentially as follows, except as otherwise determined by the members at such meeting:

(a) Report on the number of members present in person in order to determine the existence of a quorum.
(b) 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.
(c) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon.
(d) Presentation and consideration of reports of officers, directors and committees.
(e) Tellers' report of election of directors and any other balloting.
(f) Unfinished business.
(g) New business.
(h) Adjournment.

Section 8 – Proxies. At any meeting of the members or any adjournment thereof, any member may vote by proxy, but only if such proxy:

(a) is registered with the Corporation at its principal office during office hours on or before the third business day next preceding the date of the meeting or any adjournment thereof, as the case may be;
(b) is executed by the member in writing and designates the holder thereof, which holder shall be the member's spouse, an adult close relative (18 years or older) residing in the same household as the member or another member who is a natural person; and
(c) specifies the particular meeting and/or any adjournment thereof at which it is to be voted and is dated not more than sixty (60) days prior to the date of such meeting or any adjournment thereof: PROVIDED, that any mailed proxies not otherwise dated shall be deemed dated as postmarked if postmark is satisfactorily evidenced; AND PROVIDED FURTHER, that any proxy valid at any meeting shall be valid at any adjournment thereof unless the proxy itself specifies otherwise or is subsequently revoked by another proxy or by the presence in person of the member at such adjournment. A proxy may be unlimited as to the matters on which it may be voted or it may be restricted; a proxy containing no restriction shall be deemed to be unlimited. In the event a member executes two (2) or more proxies for the same meeting or for any adjournment thereof, the most recently-dated proxy shall revoke all others; if such proxies carry the same date and are held by different persons, none of them will be valid or recognized. The presence in person of a member at a meeting or any adjournment thereof shall revoke any proxy theretofore executed by him for such meeting or for such adjournment thereof, as the case may be, and he shall be entitled to vote in the same manner and with the same effect as if he had not executed a proxy. No person may vote as proxy for more than three (3) members at any meeting of the members. Notwithstanding the foregoing provisions of this section, whenever a member is absent from a meeting of the members but whose spouse attends such meeting, such spouse shall be deemed to hold, and may exercise and vote, the proxy of such member to the same extent that such member could vote if present in person, unless such member has given a written proxy to some other person eligible to vote such proxy.

Notwithstanding the foregoing provisions of this section, no member shall be entitled to vote by proxy on any question submitted to the members at the members' meeting under Article VIII of these Bylaws.

Background Image