The Key West citizen. [volume] (Key West, Fla.) 1879-current, 1939-09-07

of the members. or by the president.
(dl Meetings of members shall be
held at such place as may be pro-
vlded in the bylaws. In the alb
sence of any such provisions, all
meetings shall be held in the city or
town in which, the principal office of
the cooperative is located.
(e) Except as hereinafter other
wise provided, written or printed no
tice. 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 ten (10) nor
more than twenty-five (25) days be-
fore the date of the meeting.
Cd Five per centum (5Go) of all
members. present in person. shall
constitute quorum for the transac-
ton of business at all meetings of
the members, unless the bylaws pre-
scribe the presence of greater per-
centage of the members for a quor-
UNI. If less than quorum is pres
ent at any meeting. majority of
those present in person may adjourn
the meeting from time to time with
out further notice.
(g) Each member shall be entitled
to one vote on each matter submit
ted to vote at meeting. Voting
shall be in person, but, if the by
laws so provide, may also be by
proxy or by mail. or both. If the by
laws provide for voting by proxy or
by mail they shall also prescribe
the conditions under which proxy
or mail voting shall be exercised.
In any event. no person shall vote
as proxy for more than three CD
members at any meeting of the
members.
Sec. 9. BOARD OF TRUSTEES.
(a) The business and affairs of a
cooperative shall be managed by a
board of not less than five 80 trus-
tees. each of whom shall be a MEM
Der of the cooperative or of another
cooperative which shall be a mem
Der thereof. The bylaws shall pre-
scribe the number of trustees, their
qualifications. other than those pro-
vided for in this Act, the manner
of holding meetings of the board of
trustees and of the election of sue
cessors to trustees who shall resign.
die, or otherwise be incapable of
acting. The bylaws NAV also pro-
vide for the removal of trustees
from office and for the election of
their successors. Without approval
of the members. trustees shall not
receive any salaries for their serv-
ices as trustees and, except in emer-
gencies, shall not be employed by
the cooperative in any capacity in
Volving compensation. The bylaws
may, however, provide that a fixed
fee and expenses of attendance, if
any. may be allowed to each trus-
tee for attendance at each meeting
of the board of trustees.
(b) The trustees of a cooperative
named in any articles of incorpora-
ton. consolidation, merger or con-
version. as the case may be. shall
hold office until the next following
annual meeting of the members or
until their successors shall have been
elected and qualified. At each an
nual meeting or. in case of failure
to hold the annual meeting as speci-
tied in the bylaws, at special meet
ing called for that purpose, the mem
bers shall elect trustees to hold office
until the next following annual meet
ing of the members. except as here
matter otherwise provided. Each
trustee shall hold office for the
term for which he is elected or I'M
til his successor shall have been
elected and qualified
Co The bylaws may provide that.
in lien of electing the whole num-
Der of trustees annually. the trus-
tees shall be divided into two classes
at the first or any subsequent an
nual meeting. each class to be as
nearly equal in number as possible,
with the term of Office of the trus-
tees of the first class to expire at
the next succeeding annual meet
ing and the term of the second class
to expire at the second succeeding
annual meeting. At each annual
meeting after such classification a
number of trustees equal to the
number of the class whose term ex
-pires at the time of such meeting
shall be elected to hold office until
the second annual meeting.
I'D A majority of the board of
trustees shall constitute a quorum.
(e) If a husband and wife hold a
Joint membership in a cooperative,
either one. but not both. may be
elected a trustee
90 The board of trusees may ex-
ercise all the all of the powers of
q cooperative except such as are con-
ferred upon the members by this
Act, or its articles of incorporation
or bylaws.
Sec. 10. VOTING DISTRICTS.
notwithstanding any other provision
of this Act. the bylaws may pro-
vide that the territory in which a
cooperative supplies electric energy
to its members shall be divided into
two or more voting districts and
that. in respect of each such voting
district. ID a designated number of
trustees shall be elected by the men,
bers residing therein, or CD desig-
mated number of delegates
shall be elected by such members or
4 IL
shall be elected by such members.
In any such case the bylaws shall
prescribe the manner in which such
voting districts and the members
thereof. and the delegates and trus-
tees. if any. elected therefrom shall
function and the powers of the dele
gates. which may include the power
to elect trustees. No member at any
voting district meeting and no dele
gates at any meeting shall vote by
proxy or by mail
Sec II. OFFICERS.-Th officers
of a cooperative shall consist of a
president. vice-president, secretary
and treasurer. who shall be elected
annually by and from the board of
trustees. No person shall continue to
hold any of the above offices after
he shall have ceased to be trustee.
The offices of secretary and of treas
urer may be held by the same per-
son. The board of trustees may
also elect or appoint such other of
ficers, agents. or employees as it
shall deem necessary or advisable
and shall prescribe the powers and
duties thereof. Any officer may be
removed from office and his success
sor elected in the manner prescribed
in the bylaws.
Sec IL. AMENDMENT OF AR
TICLES OF INCORPORATION "
(a) A cooperative may amend it's
articles of Incorporation by comply
ing with the following requirements !:
"a The proposed amendment shall
first be approved by the board of
trustees and shall then be submitted
to a vote of the members at any an
nual or special meeting thereof, the
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