2023 New York Laws › REL - Rural Electric Cooperative › Article 2 - Purpose; Organization and Management; Powers › 17 - Meetings of Members.

§ 17.  Meetings  of members. (a) An annual meeting of the members of a
cooperative shall be held at such time and place as shall be provided in
the by-laws.
(b) Special meetings of the members may be called by the president, by
the board of directors, by any three directors, or by not less than  ten
per centum of the members.
(c)  Except  as  otherwise provided in this chapter written or printed
notice stating the time and place of each meeting of the 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 days nor more than forty-five days before the
date of the meeting. If mailed, such notice shall be deemed to be  given
when  deposited in the United States mail with postage prepaid addressed
to the member at his address  as  it  appears  on  the  records  of  the
cooperative.
(d)  Unless the by-laws prescribe the presence of a greater percentage
or number of the members for a quorum, a quorum for the  transaction  of
business at all meetings of the members of a cooperative having not more
than  one  thousand  members,  shall  be five per centum of all members,
present in person or electronically, and of a  cooperative  having  more
than  one thousand members, shall be fifty members, present in person or
electronically. This provision shall  not  prevent  a  cooperative  from
adopting  a  by-law that only allows an in-person quorum for meetings of
members. 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.
(e) Each member shall be entitled to one vote on each matter submitted
to a vote at a meeting of the members. Voting shall either be in  person
or by proxy, mail, or electronic means, or any combination of the above.
If  the  by-laws provide for voting by proxy, mail, or electronic means,
they shall also prescribe the conditions under which such  voting  shall
be  permitted. No person shall vote as proxy for more than three members
at any meeting of the members.
(f) Every cooperative shall keep, at the office  of  the  cooperative,
correct  and  complete  books  and records of account and minutes of the
proceedings of its members, board and executive committees, if any,  and
shall  keep  at  such  office  a list or record containing the names and
addresses of all members, the class or classes of membership and  amount
of  patronage capital allocated and unretired to each member, as well as
the amount of any patronage capital allocated  to  nonmembers,  and  the
dates  when they respectively were allocated such patronage capital. Any
of the foregoing books, minutes and records may be in written form or in
any other form capable of being converted into  written  form  within  a
reasonable time.
(g)  The  board  of directors may, in its sole discretion, direct that
meetings of members be held partially or solely by means  of  electronic
communication,  and  the  electronic  service and/or platform by which a
meeting is held shall be the place of such meeting for purposes of  this
section   if  such  meeting  is  held  solely  by  means  of  electronic
communication. Meetings  conducted  partially  or  solely  by  means  of
electronic  communication  pursuant to this subdivision and any member's
electronic participation in such  meetings  shall  be  subject  to  such
guidelines  and procedures as the board adopts, provided the board shall
implement  reasonable  measures  to:  (1)  verify   that   each   person
participating  electronically  is  a  member  or  a  proxy  of  a member
according to the terms of subdivision (e) of this section;  (2)  provide
each  member  participating electronically with a reasonable opportunity
to participate in the meeting,  including  an  opportunity  to  propose,

object  to,  and vote upon a specific action to be taken by the members,
and to see, read, or hear the proceedings of the  meeting  substantially
and concurrently with such proceedings; (3) record and maintain a record
of  any  votes or other actions taken by electronic communication at the
meeting; and (4) within a reasonable time after, but not to exceed sixty
days after the meeting,  distribute  minutes  of  such  meeting  to  the
members  of  the  cooperative  in electronic or paper form. Members of a
cooperative shall not hold meetings by means of electronic communication
until the provisions of this subdivision have been adopted as a bylaw at
a duly held membership meeting.