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Article V

Meetings of Directors

Section 1. Regular Meetings.

A regular meeting of the board of directors shall be held, without notice, immediately after and at the same place, as the annual meeting of the members.  A regular meeting of the board of directors shall be held monthly at such time and place as the board of directors may provide by resolution, in any of the counties of Adams, Bowman, Hettinger, or Slope, in the state of North Dakota.  Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof. 

Upon proper notice as otherwise provided herein, regular meetings may also be held in a location outside the four counties or via telephone conference call, without regard to the actual location of the directors at the time of such a telephone conference meeting, if all the directors consent to this.

Section 2. Special Meetings.

Special meetings of the board of directors may be called by the president or by any three directors, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided.  The president or the directors calling the meeting, shall fix the time and place of the same, (which shall be a place in the counties of Adams, Bowman, Hettinger, or Slope, in the state of North Dakota), for the holding of the meeting.

Upon proper notice as otherwise provided herein, regular meetings may also be held in a location outside the four counties or via telephone conference call, without regard to the actual location of the directors at the time of such a telephone conference meeting, if all the directors consent to this.

Section 3. Notice of Directors' Meetings.

Written notice of the time, place, and purpose of any special meeting of the board of directors shall be delivered to each director not less than five days previous, thereto, either personally or by mail, by or at the direction of the secretary, or upon default in duty by the secretary, by the president, or the directors calling the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the cooperative, with postage thereon prepaid.

Section 4. Quorum.

A majority of the board of directors shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the secretary shall notify any absent directors of the time and place of such adjourned meeting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

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