§37-6-9. Qualifications for membership; meetings; voting.

(a) No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities. The bylaws of a cooperative may provide that any person, including an incorporator, shall cease to be a member thereof if he shall fail or refuse to use or pay for electric energy made available by the cooperative or if electric energy shall not be made available to such person by the cooperative within a specified time after such person shall have become a member thereof. Membership in the cooperative shall not be transferable, except as may be provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.

(b) An annual meeting of the members shall be held at such time as shall be provided in the bylaws. The bylaws may provide that area meetings shall take the place of a central annual meeting. If the bylaws of the cooperative provide for the utilization of area meetings, the areas shall be as prescribed in the bylaws and, if the cooperative's bylaws provide for voting districts as permitted by Section 37-6-11, the area shall coincide with such voting districts. A central annual special meeting must be held, and area meetings shall not take the place of a central meeting, if members vote on whether to consolidate or merge the cooperative with any other entity, to dissolve or sell or lease more than 10 percent of the assets or property of the cooperative. The board of trustees shall not have authority to file any petition for bankruptcy or reorganization in any court without a vote of a majority of the members taken at a central annual or special meeting. Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than 10 percent of the members or by the president. Meetings of members shall be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held in the city or town in which the principal office of the cooperative is located. Except as otherwise provided in this article, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each member, either personally or by mail, not less than five nor more than 40 days before the date of the meeting. Three percent of all members present in person or, if mail voting is being utilized, three percent of all members either present in person or casting a vote by mail shall constitute a quorum for the transaction of business at all meetings of the members, unless the bylaws prescribe the presence (in person or, if authorized, by mail) of a greater percentage of the members for a quorum. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. Registration of attendance at the meeting may be used to determine a quorum. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting. Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both; provided, however, notwithstanding any contrary provision in the bylaws of the cooperative, the board of trustees, by resolution, may authorize voting by mail on bylaw adoption, amendment, or repeal and, in such event, the board of trustees shall also specify the procedures to be followed in such mail voting. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which proxy or mail voting shall be exercised. No person shall vote as proxy for more than three members at any meeting of the members.

(c) If the trustees of the cooperative are elected at area or district meetings of members, unless the bylaws of the cooperative provide that area meetings shall take the place of an annual meeting, an annual meeting of members shall be held for the purpose of receiving reports, voting on any other matters of which notice was given to the members in the notice of the annual meeting and conducting any other business that is provided to be transacted by the bylaws of the cooperative at the annual meeting of members.

(Acts 1939, No. 231, p. 371; Code 1940, T. 18, §38; Acts 1971, 1st Ex. Sess., No. 55, p. 92, §1; Acts 1973, No. 487, p. 701, §1; Acts 1987, No. 87-388, p. 551, §1; Acts 1992, No. 92-206, §1.)