Article III

ARTICLE III – MEETINGS OF MEMBERS

Section 3.01 – Annual Meeting. For the purpose of electing trustees, hearing and passing upon reports covering the previous fiscal year, and transacting such other business as may properly come before the meeting, the annual meeting of the members shall be held during the month of April each year, at such date, time and place, in one of the counties in New Mexico within which the cooperative serves, as the Board of Trustees shall from year to year fix. It shall be the responsibility of the Board of Trustees to make adequate plans and preparations for, and to encourage member attendance at the annual meeting. Failure to hold the annual meeting at the designated time and place shall not work a forfeiture or dissolution of the cooperative.

Section 3.02 – Special Meetings. A special meeting of the members may be called by the Board of Trustees, by the President, by any three Trustees, or by petition signed by not less than 10 percent (10%) of the members, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 3.03. Such a meeting shall be held at such place in one of the counties of New Mexico within which the cooperative serves, on such date, not sooner than forty (40) days after the call for such meeting is made or a petition therefore is filed, and beginning at such hour as shall be designated by those calling or petitioning for the same.

Section 3.03 – Notice of Member Meetings. Written or printed notice of the place, day and hour of the meeting and, in the case of a special meeting or of an annual meeting at which business requiring special notice is to be transacted, the purpose or purposes of the meeting shall be delivered to each member not less than ten (10) days nor more than twenty-five (25) days prior to the date of said meetings, either personally, or by mail, by the Board of Trustees or by the Secretary or their legal representative (and in the case of a special meeting, at the direction of the Secretary or those calling the meeting). Any such notice delivered by mail may be included with member service billings or as an integral part of the cooperatives monthly newsletter. No matter the carrying of which, as provided by law, requires the affirmative votes of at least a majority of all the cooperative's members shall have been contained in the notice of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the member's address as it appears on the records of the cooperative, with postage thereon prepaid and postmarked at least ten (10) days prior to the meeting date. In making such computation, the date of the meeting shall not be counted. The incidental and non-intended failure of any member to receive a notice deposited in the mail addressed to the member at the member's address as shown on the cooperative's books shall not invalidate any action which may be taken by the members at any such meeting, and the attendance in person of a member at any meeting of the members 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 one or more items of business, on the grounds that the meeting shall not have been lawfully called or convened. Any member attending any meeting for the purpose of making such objection shall notify the Secretary prior to or at the beginning of the meeting of his objection

Section 3.04 – Quorum. Business may not be transacted at any meeting of the members unless there are represented at least five percent (5%) of the cooperative's members, except that, if less than a quorum is present at any meeting, a majority of those present in person may without further notice adjourn the meeting to another time and date, not less than forty (40) days later and to any place in one of the counties in New Mexico within which the cooperative serves: PROVIDED, that, if a majority of those so resolve, the Secretary shall notify any absent members of the time, date and place of such adjourned meeting by delivering notice thereof as provided in Section 3.03. At all meetings of the members, whether a quorum be present or not, the Secretary shall annex to the meeting minutes or incorporate therein by reference, a list of those members who were registered.

Section 3.05 – Voting. Each member who is not in a status of suspension, as provided in Section 2.01, shall be entitled to only one vote upon each matter submitted to a vote at any meeting of the members, provided such person is not otherwise eligible to vote otherwise in any other capacity, as set forth herein. Voting by members other than members who are natural persons shall be allowed upon the presentation to the cooperative prior to or upon registration at each member meeting, of satisfactory evidence entitling the person presenting the same to vote; if an individual or joint member controls a majority interest in a corporation or limited liability company, is a general partner in a partnership, or limited partnership, or owns a controlling interest in any other entity which is also a member, the individual or joint member of the entity shall be allowed only one vote, which may be cast by either the individual or joint member or by the entity but not both. At all meetings of the members, all questions shall be decided by a majority of the members voting thereon, except as otherwise provided by law or by the cooperative's Articles of Incorporation or these Bylaws. Members may not cumulate their votes or vote by proxy.

Section 3.06 – Credentials & Election Committee. At any meeting of the members at which ballots are to be cast, the Board of Trustees shall appoint a credentials and election committee. The committee shall consist of not less than three (3) nor more than seven (7) who are not existing cooperative employees, agents, officers, trustees or known candidates for trustees, and who are not close relatives or members of the same household of existing cooperative employees, agents, officers, trustees or known candidates for trustees. In appointing the committee, the Board shall have regard for the equitable representation of the several areas served by the cooperative. It shall be the responsibility of the committee to pass upon all questions that may arise with respect to the registration of members in person, to count all ballots cast in any election, to rule upon the effect of any ballots or other irregularly or indecisively marked or cast, to rule upon all other questions that may arise relating to member voting and the election of trustees (including but not limited to the validity of petitions or nominations or the qualifications of candidates and the regularity of the nomination and election of trustees), and to pass upon any protest or objection filed with respect to any election or conduct affecting the results of any election. In the exercise of its responsibility the committee shall have available to it the advice of counsel provided by the cooperative. In the event a protest or objection is filed concerning any election, such protest or objection must be filed during, or within three (3) days following the adjournment of the meeting in which the voting is conducted. The committee shall thereupon be reconvened, upon notice from its chairperson, not less than seven (7) days after such protest or objection is filed. The committee shall hear such evidence as is presented by the protestor(s) or objector(s), who may be heard in person, by counsel, or both, and any opposing evidence; and the committee, by a vote of a majority of those present and voting, shall, within a reasonable time but not later than thirty (30) days after such hearing, render its decision, the result of which may be to affirm the election, to change the outcome thereof, or to set it aside.

Section 3.07 – Order of Business. The order of business at the annual meeting of the members and, insofar as practicable, at all other meetings of the members shall be essentially as follows:


(1) Report on 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 giving thereof, or of the waiver or waivers of notice of the meeting, as the case may be

(3) Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon

(4) Presentation and consideration of reports of officers, trustees and committees

(5) Election of trustees

(6) Unfinished business

(7) New business and

(8) Adjournment

Notwithstanding the foregoing, the Board of Trustees or the members themselves may from time to time, establish a different order of business for the purpose of assuring the earlier consideration of and 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.

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