SECTION 1. ANNUAL MEETINGS. The annual meeting of the members shall be held each year and may be conducted virtually or at such place and time in either Escambia County or Santa Rosa County, State of Florida, as shall be determined by the board. The annual meeting of the members shall be held for the purpose of electing Trustees, receiving reports covering the previous fiscal year and transacting any and all such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.
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 Trustees, by the President, or by ten 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 virtually or at any place within the Counties of Escambia or Santa Rosa, State of Florida, as specified in the notice of the special meeting.
SECTION 3. NOTICE OF MEMBER’S 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 other than that listed in Section 7 of this article is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than forty-five (45) days before the date of the meeting, either personally or by mail (including electronic 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 other. 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. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action that may be taken by the members at any such meeting. It shall be the duty of the member or former member to provide prompt written notice to the Cooperative updating the member or former member’s address in the event such address changes.
SECTION 4. QUORUM. Fifty members or three per centum of the members, whichever shall be the larger, shall constitute a quorum. Notwithstanding the foregoing, the board may, by resolution adopted at least ten days prior to any meeting of the members, change the quorum requirement to the statutory minimum of one per centum of the members. 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. Those voting by absentee ballots shall be counted as present for purposes of determining a quorum.
SECTION 5. VOTING. Each member shall be entitled to only one vote. A member may vote in person or by absentee ballot. Any membership that is held by a party that is not a natural person as specified in Article I, Section 1, may designate in writing a person to vote in a manner prescribed by the board. 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 by-laws.
SECTION 6. ABSENTEE VOTING. At any meeting of the members, any member may vote by absentee ballot for any matter specifically listed and identified on the mail or electronic ballot. Any member desiring to vote by absentee ballot, shall completely fill out the ballot and return it to the Cooperative Office, either in person, or by mail (including electronic mail), not less than 4:00 p.m., one (1) business day prior to the annual or special meeting. The presence in person of a member at a meeting wherein he has previously voted by absentee ballot shall revoke the ballot, and the member shall be entitled to vote in the same manner and with the same effect as if he had not executed the absentee ballot. In case of a joint membership, an absentee ballot may be executed by either spouse. The presence of either spouse at a meeting of the members shall revoke the absentee ballot executed by either of them and such joint member or members shall be entitled to vote at such meeting in the same manner and with the same effect as if the absentee ballot had not been executed. All absentee ballots shall be opened and counted on the day of the annual or special 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 meeting of the members, shall be essentially as follows:
(a) Determination of a quorum.
(b) Reading of the notice of the meeting and proof of the due publication of mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
(c) Reading and approval of minutes of previous meetings of the members and the taking of necessary action thereon.
(d) Announcement of candidates for Board of Trustees.
(e) Election of trustees.
(f) Reports of officers, trustees, and committees.
(g) Unfinished business.
(h) New business.
(i) Adjournment.