MEETINGS OF MEMBERS
SECTION 1. Annual Meeting
The annual meeting of the members shall be held in one of the counties of Campbell, Crook, Johnson, Sheridan or Weston, State of Wyoming, or at a location as may be designated in the notice of the meeting, and on the date established by the board of directors and designated in the notice of the meeting. The board of directors will post notice of the date designated for the annual meeting in the principal office of the Corporation not less than 60 days prior to the designated meeting date. The purpose of the meeting shall be the election of directors, passing upon reports for the previous year and transacting other business as may properly come before the meeting. It shall be the responsibility of the board of directors to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation.
SECTION 2. Special Meeting
Special meetings of the members may be called by any five directors, by the president, or by ten percent (10%) or more of all the members, and it shall thereupon be the duty of the secretary-treasurer to cause notice of the meeting to be given as hereinafter provided. Special meetings of the members may be held at any place within the counties of Campbell, Crook, Sheridan, Johnson or Weston, State of Wyoming, or at another location as specified in the notice of special meeting.
SECTION 3. Notice of Member’s Meeting
Written or printed notice stating the place, day and hour of the meeting, and, in case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than twenty-five (25) days before the date of the meeting, either personally or by mail, by or at the direction of the secretary-treasurer or upon a default in duty of the secretary-treasurer by the persons calling the meeting, to each member. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her/its address as it appears on the records of the Corporation with postage thereon prepaid. 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 member’s meeting.
SECTION 4. Quorum
Ten percent (10%) of all members of the Corporation present in person or by proxy or one hundred (100) members present in person, whichever is fewer, shall constitute a quorum
for the transaction of business at all meetings of the members. Member votes on mergers, consolidations, sale or disposition of assets and dissolutions shall be governed by these bylaws and Wyoming law.
SECTION 5. Voting
Each member shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of the members. The election of directors shall be by ballot and each member may cast one (1) vote for the directors to be elected from each of the five (5) counties. There shall be no cumulative voting. 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 in person except as otherwise provided by law, the certificate of incorporation or these bylaws. If husband and wife hold a joint membership they shall jointly be entitled to one (1) vote and not more upon each matter submitted to vote at a meeting of the members.
SECTION 6. Proxies
At all meetings of members, a member may vote by proxy executed in writing by the member. Any proxy so executed shall be accompanied with instruction from the member as to how that proxy shall be voted. A proxy with instructions shall be filed with the secretary- treasurer at such time as designated by the board of directors. The proxy shall be voted by the secretary-treasurer at the meeting in compliance with the instructions given by the members. Proxies must designate the particular meeting at which they are to be voted and no proxy shall be voted at any meeting other than the one so designated or any adjournment. No proxy shall be valid after sixty (60) days from the date of its execution. The presence of a member at a meeting shall entitle the member to revoke a proxy executed by a member and the member shall be entitled to vote at the meeting in the same manner and with the same effect as if the member had not executed a proxy.
SECTION 7. Order of Business
The order of business at the annual meeting and, so far as possible, at all other meetings of the members, shall be essentially as follows:
1. Report as to the number of members who are present in person in order to determine the existence of a quorum and the number of members represented by proxy.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.
3. Approval of unapproved minutes of previous meetings of the members.
4. Presentation and consideration of all necessary reports of the Corporation.
5. Election of directors.
6. Unfinished business.
7. New business.