SECTION 1. REGULAR MEETINGS. A regular meeting of the board shall be held without notice other than this by-law, immediately after, and at the same place as, the annual meetings of the members. A regular meeting of the board shall also be held monthly, at such time and place in Escambia or Santa Rosa Counties, Florida as the board may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.
SECTION 2. SPECIAL MEETINGS. Special meetings of the board may be called by the President or by any three Trustees, following which the Secretary shall cause notice of such meeting to be given as hereinafter provided. The President or the Trustees calling the meeting shall fix the time and place (which shall be in Escambia or Santa Rosa Counties, Florida or virtually) for the holding of the meeting.
SECTION 3. NOTICE OF TRUSTEES' MEETINGS. Written notice of the time, place and purpose of any special meeting of the board shall be delivered not less than five days prior thereto, either personally, electronically, by mail, or by facsimile (provided a confirmatory report is available) to each Trustee. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail postage prepaid, addressed to the Trustee at the Trustees' address as it appears on the records of the Cooperative. The attendance of a Trustee at any meeting of the Board 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 of one or more items of business, on the ground that the meeting shall not have been lawfully called or convened. In case of an emergency confirmed by a quorum of Trustees, twenty-four (24) hours’ notice may be given by telephone, electronically, and/or delivered to the Trustees’ last known address to convene a special meeting of the board.
SECTION 4. QUORUM. A majority of the members of the board shall constitute a quorum at any meeting of the board. If less than a majority of the Trustees are present at a meeting of the Trustees, a majority of those Trustees present may adjourn the meeting from time to time until the quorum is met, provided, that the Secretary shall send notice in the same manner as provided in Section 3 of this article to any absent Trustee of the time and place of any adjourned meeting. The act of the majority of Trustees present at a meeting in which a quorum is also present shall be the act of the board.
SECTION 5. BOARD EXECUTIVE COMMITTEE.
(a) By resolution adopted by a two-third majority of the Trustees, the board may establish an executive committee of the board, comprised of the President, Vice-President, Secretary and Treasurer. Except when prohibited by law, the articles of incorporation, these bylaws, or by the resolution authorizing the executive committee, the board executive committee may exercise all board authority regarding any matter.
(b) At the next board meeting of the full board of Trustees following any exercise of board authority, the board executive committee shall report to the board regarding the executive committee's exercise of board authority.