§ 17 — Meetings of members

§ 17. Meetings of members. (a) An annual meeting of the members of a\ncooperative shall be held at such time and place as shall be provided in\nthe by-laws.\n (b) Special meetings of the members may be called by the president, by\nthe board of directors, by any three directors, or by not less than ten\nper centum of the members.\n (c) Except as otherwise provided in this chapter written or printed\nnotice stating the time and place of each meeting of the members and, in\nthe case of a special meeting, the purpose or purposes for which the\nmeeting is called, shall be given to each member, either personally or\nby mail, not less than ten days nor more than forty-five days before the\ndate of the meeting. If mailed, such notice shall be deemed to be given\nwhen deposited in the United States mail with postage prepaid addressed\nto the member at his address as it appears on the records of the\ncooperative.\n (d) Unless the by-laws prescribe the presence of a greater percentage\nor number of the members for a quorum, a quorum for the transaction of\nbusiness at all meetings of the members of a cooperative having not more\nthan one thousand members, shall be five per centum of all members,\npresent in person or electronically, and of a cooperative having more\nthan one thousand members, shall be fifty members, present in person or\nelectronically. This provision shall not prevent a cooperative from\nadopting a by-law that only allows an in-person quorum for meetings of\nmembers. If less than a quorum is present at any meeting, a majority of\nthose present in person may adjourn the meeting from time to time\nwithout further notice.\n (e) Each member shall be entitled to one vote on each matter submitted\nto a vote at a meeting of the members. Voting shall either be in person\nor by proxy, mail, or electronic means, or any combination of the above.\nIf the by-laws provide for voting by proxy, mail, or electronic means,\nthey shall also prescribe the conditions under which such voting shall\nbe permitted. No person shall vote as proxy for more than three members\nat any meeting of the members.\n (f) Every cooperative shall keep, at the office of the cooperative,\ncorrect and complete books and records of account and minutes of the\nproceedings of its members, board and executive committees, if any, and\nshall keep at such office a list or record containing the names and\naddresses of all members, the class or classes of membership and amount\nof patronage capital allocated and unretired to each member, as well as\nthe amount of any patronage capital allocated to nonmembers, and the\ndates when they respectively were allocated such patronage capital. Any\nof the foregoing books, minutes and records may be in written form or in\nany other form capable of being converted into written form within a\nreasonable time.\n (g) The board of directors may, in its sole discretion, direct that\nmeetings of members be held partially or solely by means of electronic\ncommunication, and the electronic service and/or platform by which a\nmeeting is held shall be the place of such meeting for purposes of this\nsection if such meeting is held solely by means of electronic\ncommunication. Meetings conducted partially or solely by means of\nelectronic communication pursuant to this subdivision and any member's\nelectronic participation in such meetings shall be subject to such\nguidelines and procedures as the board adopts, provided the board shall\nimplement reasonable measures to: (1) verify that each person\nparticipating electronically is a member or a proxy of a member\naccording to the terms of subdivision (e) of this section; (2) provide\neach member participating electronically with a reasonable opportunity\nto participate in the meeting, including an opportunity to propose,\nobject to, and vote upon a specific action to be taken by the members,\nand to see, read, or hear the proceedings of the meeting substantially\nand concurrently with such proceedings; (3) record and maintain a record\nof any votes or other actions taken by electronic communication at the\nmeeting; and (4) within a reasonable time after, but not to exceed sixty\ndays after the meeting, distribute minutes of such meeting to the\nmembers of the cooperative in electronic or paper form. Members of a\ncooperative shall not hold meetings by means of electronic communication\nuntil the provisions of this subdivision have been adopted as a bylaw at\na duly held membership meeting.\n