Member meetings, bylaws, and emergency powers of a cooperative

An annual member meeting must be held at the time established by the bylaws or, in the absence of a bylaw provision, within six months after the close of the cooperative's fiscal year. Special member meetings may also be called. Under certain circumstances, a member who is absent from a member meeting may vote on a meeting motion or the election or removal of directors, including voting by electronic means if certain requirements are met.

This bill allows a cooperative to hold an annual member meeting or special member meeting by means of remote participation. If certain conditions are satisfied, members participating in a member meeting by means of remote communication are considered to be present in person, and their votes cast by electronic means are considered as votes at the member meeting.

The bill also allows, unless the articles of incorporation provide otherwise, a cooperative's board of directors to adopt bylaws that are effective only in an emergency. An emergency is defined as a catastrophic event that prevents a quorum of a cooperative's directors or members from being readily assembled. Emergency bylaws may provide special provisions or modify provisions as necessary for managing the cooperative during the emergency and are not effective after the emergency ends. The bill further provides emergency powers to a cooperative allowing its board of directors or members, in anticipation of or during an emergency, to 1) relocate its principal office or designate alternative principal offices; and 2) unless its emergency bylaws provide otherwise, give notice of a board meeting only to those directors whom it is practicable to reach and give this notice in any practicable manner. Action taken by the cooperative in good faith in accordance with the emergency bylaws or under its emergency powers binds the cooperative and may not be used to impose liability on a director, officer, member, employee, or agent of the cooperative.