Bylaws

BYLAWS
of
MAGNOLIA ROAD INTERNET COOPERATIVE
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Article I

MEMBERS

1. ANNUAL MEMBER’S MEETING. The annual members’ meeting shall be held on the date and at the time and place fixed from time to time by the board of directors.
2. SPECIAL MEMBER’S MEETING. A special members for any purpose or purposes, may be called by the board of directors. The Cooperative shall also hold a special members’ meeting in the event it receives, in the manner specified in Article V1.3, one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by the members representing not less than one tenth of all the votes entitled to be cast on any issue at the meeting. Special meetings shall be held at the principal office of the Cooperative or at such other place as the Board of directors may determine.
3. RECORD DATE FOR DETERMINATION OF MEMBERS
   1. In order to make a determination of members (1) entitled to notice of or to vote at any members’ meeting, (2) entitled to demand a special members meeting, (3) entitled to take any other action, (4) entitled to receive payment of a share dividend or a distribution, or (5) for any other purpose, the board of directors may fix a future date as the record date for such determination of members. The record date may be fixed not more than seventy days before the action.
   2. Unless otherwise specified when the record date is fixed, the time of day for determination of members shall be as the Cooperative’s close of business on the record date.
   3. A determination of members entitled to be given notice or to vote at a members’ meeting is effective for any adjournment of the meeting unless the board of directors affixes a new record date, which the board shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
   4. If no record date is otherwise fixed, the record date for determining members entitled to be given notice of and to vote at an annual or special members’ meeting is the day before the first notice is given to members.
4. Voting List
   1. After a record date is fixed for a members’ meeting, the secretary shall prepare a list of the names of all its members who are entitled to be given notice of the meeting. The list shall be alphabetical and shall show the address of each member.
   2. The members’ list shall be available for inspection by any member, beginning the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof, at the Cooperative’s principal office or at a place identified in the notice of the meeting in the city where the meeting will be held.
   3. The secretary shall make the members’ list available at the meeting, and any member or agent or attorney of a member is entitled to inspect the list at any time during the meeting or any adjournment.
5. Notice to Members
   1. The secretary shall give notice to the members of the date, time, and place of each annual and special members’ meeting no fewer than ten, nor more than sixty days before the date of the meeting; except that, Articles of Incorporation are to be amended to increase the number of authorized shares, at least thirty days’ notice shall be given. Except as otherwise required by the law, the secretary shall be required to give such notice only to members entitled to vote at the meeting.
   2. Notice of an annual members’ meeting need not include a description of the purpose or purposes for which the meeting is called unless a purpose of the meeting is to consider an amendment to the Articles of Incorporation, a restatement of the Articles of Incorporation, a plan of merger or share exchange, disposition of substantially all the property of the Cooperative or dissolution of the Cooperative.
   3. Notice of a special members’ meeting shall include a description of the purpose or purposes for which the meeting is called.
   4. Notice of a members’ meeting shall be in writing and shall be given
      1. By deposit in the United States mail, properly addressed to the member’s address shown in the Cooperative’s current record of members, first class postage prepaid, and, if so given, shall be effective when mailed; or
      2. By electronically transmitted facsimile, electronic mail, mail or private carrier, or by personal delivery to the member, and, if so given, shall be effective when actually received by the member.
   5. If an annual or special members’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced in the meeting before adjournment; provided, however, that, if a new record date for the adjourned meeting is fixed pursuant to Article I.3.(c), notice of the adjourned meeting shall be given to persons who are members as of the new record date.
   6. If three successive notices are given by the Cooperative, whether with respect to a members’ meeting or otherwise, to a member and are returned as undeliverable, no further notices to such member shall be necessary until another address for the member is made known to the Cooperative.
6. QUORUM. A quorum for conducting business at all meetings of the members shall be ten percent (10%) of the active paying members. Members voting in person or in any other manner as authorized by Article I, Section 8, shall be counted toward the quorum with respect to that matter. If a quorum does not exist, the managing director or any other member that is present at the meeting, may adjourn the meeting to a different date, time, or lace, and (subject to the next sentence) notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before the adjournment. If a new record date for the adjourned meeting is or must be fixed pursuant to Article I.3(c), notice of the adjourned meeting, shall be given pursuant to Article I.5. to persons who are members as of the new record date. At any adjourned meeting at which a quorum exists, any matter may be acted upon that could have been acted upon at the meeting originally called; provided, however, if new notice is given of the adjourned meeting, then such notice shall state the purpose or purposes of the adjourned meeting sufficiently to permit action on such matters…

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