Yorkville2021

SECTION 10. Remote Pa icipation in Ce ain Commi ee Meetings. The Board may allow members of the Nominating Commi ee or the Credentials and Election Commi ee to pa icipate in any commi ee meeting by any means of communication such as telephone conference or video conference by which all members pa icipating may simultane- ously hear each other during the meeting. A member pa icipating in a commi ee meeting by this means shall be deemed to be present in per- son at the meeting, including for purposes of any quorum requirements. SECTION 11. Emergency Powers. ln the event of inclement weather, a catastrophic event, governmental order, or other ma er that affects the health and safety of the members, Board or the President, acting alone, may postpone or cancel any meeting of the members. Notice of affected meeting shall be given by in any media of general circulation or broadcast serving the area or by electronic communication to the members. A regular meeting of the Board shall be held without notice, immediately a er, and at the same place as, the annual meeting of members. A regular meeting of the Board shall also be held at such time, date, and place anywhere in the Commonwealth of Kentucky or the states of Tennessee or Alabama, as the Board may provide by resolution. Such regular meeting may be held without notice other than such resolution fixing the time and place thereof. SECTION 2. Special Meetings. Specialmeetingsof theBoardmaybecalledby thePresident or byany three trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereina er provided. The President or the Trustees calling the meeting shall fix the time, date and place anywhere in theCommonwealthof Kentucky or the stateof Tennessee, for theholdingof the meeting. SECTION 3. Notice of Special Trustees Meetings. Wri en notice of the time, place and purpose of any special meeting of the Board shall be delivered to each trustee not less than five (5) days previous thereto either personally, by mail, or electronically (e-mail), by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the trustees calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the trustee at such address as appears on the record of the Co-op, with postage thereon prepaid. Notice sent electronically shall be in accordance with Section 5 below. Notice of a special meeting need not be given to any trustee who signs a waiver of notice either before or a er the meeting. A endance of a trustee at any meeting shall constitute a waiver of notice of such meeting, except when a trustee shall a end a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened, which objection shall be voiced at the commencement of the meeting. SECTION 4. Quorum. A majority of the Board shall constitute a quorum, provided, that if less than such majority of the trustees is present at said meeting, a majority of the trustees present may adjourn the meeting from time-to-time, and provided fu her, that the Secretary shall notify any absent trustee of the time and place of such adjourned meeting. SECTION 5. Action of the Board. The vote of a majority of the trustees present and voting at a meeting at which a quorum is present shall be the act of the Board, unless the vote ARTICLE V MEETINGS OF TRUSTEES SECTION 1. Regular Meetings.

of a greater number is required by law, the A icles of Incorporation or these Bylaws. SECTION 6. Conduct of Meeting. Any or all trustees as well as the CEO may pa icipate in a regular or special meeting or any commi ee meeting by, or conduct the meeting through the use of, any means of communication such as telephone conference or video conference by which all trustees and the CEO pa icipating may simultaneously hear each other during this meeting. Anyone pa icipating in a meeting by this means shall be deemed to be present in person at the meeting. In addition, a regular or special meeting of the Board may be conducted electronically (via e-mail) with the required notice sent electronically and deemed to be delivered on the date and at the time which it was sent. A trustee’s electronic (e-mail) vote on any business ma ers conducted by electronic notice shall constitute a waiver of notice of such meeting and a trustee pa icipating in a meeting by this means shall be deemed to be present in person at the meeting. SECTION 7. Wri en Consent. Any action required or permi ed to be taken at a meeting of the Board may be taken without a meeting if a wri en consent, se ing fo h the action so taken, is signed by all the trustees and filed with the minutes of the proceedings of the Board. The officers of the Co-op shall be a President, Vice-President, Secretary, Treasurer, and such other officers as may be determined by the Board from time-to-time. The offices of Secretary and Treasurer may be held by the same person. All persons holding such offices must be trustees, but such officers may enlist the assistance of other officers or agents of the Co-op in pe orming their duties. SECTION 2. Election and Term of Office. The officers shall be elected by ballot annually by and from the Board at the meeting of the Board held immediately a er the annual meeting of the members. However, when there is only one nominee for any office, secret balloting shall be dispensed with in respect to that pa icular election and voting shall be conducted in any other proper manner in the discretion of the person conducting the election. If the election of officers shall not be held at such meeting, such election shall be held as soon therea er as conveniently may be. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until such officer’s successor shall have been elected and shall have qualified, subject to the provisions of these Bylaws with respect to the removal of officers. Except as otherwise provided in these Bylaws, the vacancy in any office shall be filled by the Board for the unexpired po ion of the term. SECTION 3. Removal of Officers and Agents by Trustees. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the Co-op will be served thereby. In addition, any member of the Co-op may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by ten per centum of the members, or two hundred (200) members, whichever is the lesser, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) days prior to the Board meeting at which the charges are to be considered and shall have an oppo unity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the ARTICLE VI OFFICERS SECTION 1. Number.

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