WabashRegional2022

B Y L A W S

43

ARTICLE IV DIRECTORS

SECTION 6. QUORUM. As long as the total number of members does not exceed five hundred, ten per centum of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed five hundred, fi y members or two per centum of the members present in person, whichever shall be the larger, 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 fu her notice. The minutes of each meeting shall contain a list of the members present in person. SECTION 7. VOTING. Each member shall be entitled to only one vote upon each ma er submi ed to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person except as otherwise provided by law, the a icles of incorporation, or these bylaws. SECTION 8. PROXIES. No member may vote upon any ma er submi ed to a vote at a meeting of the members unless he be present in person and there shall be no right to vote by proxy. SECTION 9. 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, except as otherwise determined by the Board or the members at such meetings: (1) Repo 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 publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be. (3) All unapproved minutes of previous meetings shall be read, unless each active member present at the meeting at which the minutes are presented for approval shall have been furnished a copy of such unapproved minutes, inwhich case the President or Secretarymay ente ain, and take appropriate action upon, a motion from the floor to dispense with the reading of such minutes as are contained in the copies mailed to the active members present. (4) Presentation and consideration of repo s of officers, Directors and commi ees. (5) Election of members of the Board of Directors. (6) Unfinished business. Notwithstanding the foregoing, the Board or the members themselves may, from time to time, establish different order of business for the purpose of assuring the earlier consideration of an 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. SECTION 10. PARLIAMENTARY PROCEDURE. Parliamentary procedure at all meetings of the members shall be governed by the most recent edition of Robe ’s Rules of Order, except to the extent such procedure is otherwise required by law or by the Cooperative’s ce ificate of incorporation or Bylaws. (7) New business. (8) Adjournment.

SECTION 1. GENERAL POWERS. The business and affairs of the Cooperative shall be managed by a Board of nine members which shall exercise all of the powers of the Cooperative except such as are by law, the a icle of incorporation, or these Bylaws conferred upon or reserved to the members. SECTION 2. ELECTION AND TENURE OF OFFICE. The persons named as Directors in the a icles of incorporation shall compose the Board until the first annual meeting or until their successors shall have been elected and shall have qualified. The first Directors named shall determine by lot whether they shall be Directors for a one-year term, a two year term or a three- year term. Therea er at each annual meeting three Directors shall be elected by secret ballot of the members beginning with the year 1953, to serve for a three-year term or until their successors shall have been elected and shall have qualified. If an election of Directors shall not be held on the date designated herein for the annual meeting or at any adjournment thereof, a special meeting of the members shall be held for the purpose of electing Directors within a reasonable time therea er. Directors may be elected by a plurality vote of the members, but cumulative voting shall not be permi ed. SECTION 3. QUALIFICATIONS. No person shall be eligible to become or remain a Director of the Cooperative who: a) Is not a member and is not presently residing in the area served or to be served by the Cooperative, and in addition thereto is not a bonafide resident of the Exchange from which he is elected; b) Is in any way employed by or financially interested in a competing enterprise or a business engaged in selling telecommunication service or supplies, or constructing or maintaining telecommunication facilities other than a business operating on a cooperative nonprofit basis for the purpose of fu hering rural telecommunication services. c) Has a close relative who is employee of the Cooperative, close relative being defined as grandparent, parent, husband, wife, child, grandchild, brother or sister or spouse of any of those relatives listed in this paragraph. When a membership is held jointly by a husband and wife, either one, but not both, may be elected a Director. Upon establishment of the fact that a nominee for Director lacks eligibility under this Section or as may be provided elsewhere in these Bylaws, it shall be the duty of the chairman presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. Upon establishment of the fact that any person being considered for, or already holding a position of trust in the Cooperative lacks eligibility under this Section, it shall be the duty of the Board to withhold such position from such person, or to cause him to be removed there from, whichever may be the case. Upon the establishment of the fact that a Director is holding office in violation of this Section, it shall be the duty of the remaining Directors to remove such Director. Nothing contained in this Section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.