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Article III

Meetings of Members

Section 1: Annual Meeting
The annual meeting of the members shall be held during the month of March of each year, at such time and place as shall be designated in the notice of the meeting, for the purpose of electing directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting.

Section 2: Special Meetings
A special meeting of the members may be called by three directors or upon a written request signed by at least ten percent of all the members, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the County of Morgan, in the State of Colorado, specified in the Notice of the Special Meeting.

Section 3: Notice of Members' Meetings
Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered at least twenty days before the date of the meeting, either personally or by mail by or at the direction of the secretary, or by the persons calling the meeting, to each member, and no business shall be transacted at such special meeting except as shall be mentioned in the notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail and addressed to the member at the address which appears in the records of the Cooperative, with postage thereon prepaid.

Section 4: Quorum
Except as provided in Article XI of these bylaws pertaining to the sale, exchange, or lease of the principal part or all the business, assets, property or franchises of the Cooperative not in the usual course of its business, five percent of the total number of members or fifty members present in person, including those voting by mail, shall constitute a quorum for the transaction of business; provided that mail votes shall be considered in attendance for quorum purposes only for the transaction of such business upon which a vote is intended or permitted on the mail ballot. If less than a quorum is present at the meeting, a majority of those present may adjourn the meeting from time to time without further notice.

Section 5: Voting
Each member shall be entitled to one vote and no more upon each matter submitted to a vote of the members. At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the members voting thereon, except as otherwise provided by law, the Articles of Incorporation of the Cooperative, or these bylaws. Joint tenants shall jointly be entitled to one vote and no more upon each matter submitted to a vote of the members. Each member of the Cooperative shall be entitled to vote in the election of directors either at the annual meeting of the members of the Cooperative or by mail. Mail voting shall be in writing on ballots provided by the Cooperative, and the ballots must be signed by the member casting the ballot. Mail ballots which have not been received by the Secretary of the Cooperative on or before the last business day prior to the day of the annual meeting of the members, and ballots not properly signed by the member casting the same by a signature which can be read and identified as the signature of a bona fide member, will not be counted and will be considered void. The presence of a member at the annual meeting of the members shall revoke a mail vote therefore executed by such member and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if such member had not voted by mail. Proxy voting shall be prohibited.

Section 6: Credentials and Election Committee
The board of directors shall, at least thirty days before any meeting of the members, appoint a Credentials and Election Committee. The Committee shall consist of not less than nine or more than eighteen members of the Cooperative who are not Cooperative employees, agents, officers, directors or known candidates for director, and who are not close relatives or members of the same household thereof. 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:

1. to approve or establish the manner of conducting member registration and any ballot or other voting;
2. to pass upon all questions that may arise with respect to the registration of members;
3. to count all ballots or other votes cast in any election or in any other matter;
4. to rule upon the effect of any ballots or other vote irregularly or indecisively marked or cast;
5. to rule upon all other questions that may arise relating to member voting and the election of directors; and
6. to pass upon any protest of objection filed with respect to any election or to 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 business days following the counting of the ballots and the declaration of the results of the election. The Committee shall thereupon be reconvened, not less than seven 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 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.

The Committee may not affirmatively act on any matter unless a majority of the Committee is present. The Committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final. If at any regular or special meeting of the members there is no ballot matter, issue or question to be submitted to and decided by the members by a written ballot, it shall not be necessary that a Credentials and Election Committee be appointed prior to the meeting.