Article V

ARTICLE V – MEETINGS OF TRUSTEES

Section 5.01 – Regular Meetings. A regular meeting of the Board of Trustees shall be held, without notice, immediately after the adjournment of the annual meeting of the members, or as soon thereafter as conveniently may be, at such site as designated by the Board in advance of the annual meeting of the members. A regular meeting of the Board of Trustees shall also be held monthly 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 provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing the date, time and place thereof, except when business to be transacted thereat shall require special notice: PROVIDED, that any trustee absent from any meeting of the Board at which a resolution initially determines or makes any change in the date, time, or place of a regular meeting shall be entitled to receive written notice of such determination or change at least five (5) days prior to the next meeting of the Board; AND PROVIDED FURTHER, that if a policy therefore is established by the Board, the President may change the date, time and place of a regular monthly meeting for good cause and upon at least five (5) days' notice thereof to all trustees.

Section 5.02 – Special Meetings. Special meetings of the Board of Trustees may be called by Board resolution, by the President, or by any three (3) trustees, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided in Section 5.03. The Board, President, or the trustees calling the meeting shall fix the date, time and place for the meeting, which shall be held in one of the counties in New Mexico within which the cooperative serves. Special meetings may also be held via telephone conference call, without regard to the actual location of the trustees at the time of such telephone conference meeting, if all the trustees consent thereto.

Section 5.03 – Notice of Trustees Meetings. Written notice of the date, time, place and purpose(s) of any special meeting of the Board and, when the business to be transacted thereat shall require such, of any regular meeting of the Board shall be delivered to each trustee not less than five (5) days prior thereto, either personally or by mail, or at the direction of the Secretary or, upon a default in this duty by the Secretary, by the Secretary or those calling it in the case of a special meeting or by any trustee in the case of a meeting whose date, time and place have already been fixed by Board resolution. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the trustee at the trustee's address as it appears on the records of the cooperative, with first class postage thereon prepaid, and postmarked at least five (5) days prior to the meeting date. 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 objection to the transaction of business, or of one or more items of business, on the grounds that the meeting shall not have been lawfully called or convened.

Section 5.04 – Quorum. The presence in person of a majority of the trustees in office shall be required for the transaction of business and the affirmative votes of a majority of the trustees present and voting shall be required for any action to be taken: PROVIDED, that a trustee who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of trustees in office or present; AND PROVIDED FURTHER, that, if less than a quorum be present at a

meeting, a majority of the trustees present may adjourn the meeting from time to time, but shall cause the absent trustees to be duly and timely notified of the date, time and place of such adjourned meeting.

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