Notice of Bylaw Revision Consideration
At the Oct. 24 SLVREC Board of Directors meeting, considerations for bylaw revisions regarding use of electronic notifications and voting were presented. These revisions are in support of member feedback received at the 2023 annual meeting and a prior member survey. The Board of Directors will be voting on these bylaw revisions at a Dec. 12 board meeting. Please see bylaw revisions below; review and feel free to send any comments to: boardcomments@slvrec.com by Monday, Dec. 4.
Article II, Sec. 3- Notice of Meetings of the Members.
Written or electronic notice stating the place, day, and hour of each meeting of the members, and the purposes for which the meeting is called, shall be delivered to each member, not less than ten (10) days nor more than sixty (60) days before the date of the meeting. A written 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 thereupon prepaid. An electronic notice shall be deemed delivered when the email or other electronic notice is sent to the member’s electronic contact information as it appears on the records of the Cooperative.
A written waiver of notice may be signed by a member entitled to notice of that meeting before, at, or after the time of such meeting shall be effective to waive the above notice requirement. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting to contest the meeting being called or convened. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
Article II, Sec. 6- Quorum.
At all meetings of the members, a quorum of Members is fifty (50) entitled to vote on a matter, voting in person, by mail ballot, or by electronic ballot (“Member Quorum.”) If less than a Member Quorum is established at any meeting of the members, a majority of those present may adjourn the meeting from time to time without further notice. If at said meeting a quorum is at any time established, a quorum shall be deemed constituted throughout such meeting, regardless of the physical presence of members thereafter.
Article II, Sec. 7.-Voting.
Each member shall be entitled to one vote upon each question submitted to a vote at a meeting of the membership. At all meetings of the members at which a Member Quorum is established all questions shall be decided by a vote of a majority of the members voting thereon in person, and when authorized by resolution of the Board of Directors, by written mail ballot or via electronic ballot through a secure and verifiable electronic transmission system.
When authorized by the Board of Directors, mail voting shall be in writing on ballots provided by the Cooperative. The mail ballot shall be voted by the member and deposited in a return envelope which must be signed by the voting member and mailed back to the Cooperative.
When authorized by the Board of Directors, an electronic ballot shall be submitted through a verifiable electronic transmission system and such vote shall be electronically signed or electronically acknowledged by such member.
A member who has voted by Mail Ballot or Electronic Ballot shall not be entitled to vote in person at the meeting of the members.
Directors shall be elected by a plurality vote of the members. Notwithstanding the foregoing, if the number of people nominated for directors is less than or equal to the number of vacancies, the Board of Directors may cancel the balloting for the election and move that the people nominated as directors be elected by acclamation by the members at the annual meeting.