ARTICLE III

SECTION 1. Annual Meeting

The annual meeting of the members shall be held on such day after the first of June and prior to the first day of October of each year as shall be fixed by the Board beginning with the year 1951 at such place in the County of Cedar, State of Missouri, as shall be designated by the Board. The annual meeting shall be held for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Cooperative.

SECTION 2. Special Meetings

Special meetings of the members may be called by resolution of the Board of Directors or upon a written request signed by any three directors, by the President, or by twenty per centum or more of all the members and it shall thereupon be the duty of the Secretary to cause such notice of such meeting to be given as hereinafter provided. Any request signed by twenty (20%) per centum of all the members shall be submitted to the Board at its regular monthly meeting. The Board shall, at the same meeting, appoint a validation committee of five (5) members who shall apply the criteria set forth in Article IV, Section 6. The validation committee shall deliver its written report to the President within twenty (20) days following its appointment. Thereafter within sixty (60) days it shall then be the duty of the President to call a special meeting for the purposes stated in the request signed by the members. Special meetings of the members may be held at any place within the County of Cedar, State of Missouri, specified in the notice of the special meeting.

SECTION 3. Notice of Members' Meetings

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business requiring a special notice is to be transacted, the purpose for which the meeting is called, shall be delivered not less than ten (10) days nor more than twenty‑five (25) days before the date of the meeting, either personally or by mail, by or at the discretion of the Secretary, or upon a default in duty by the Secretary, by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Cooperative, with postage thereon, prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.

Copies of the Annual Financial Statement shall be made available to members at the office of the Cooperative. Copies of the Annual Financial Statement of the Cooperative shall also be made available to members at each annual meeting.

SECTION 4. Quorum

A quorum for the annual meeting shall be determined as follows: As long as the total number of members does not exceed two thousand, five percent of the total number of members present in person shall constitute a quorum. In case the total number of members shall exceed two thousand, then the quorum shall be five percent of the first two thousand members and two percent of all members in excess of two thousand who are present in person. 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.

SECTION 5. Ballot

A ballot if required shall be mailed to each member with the notice of meeting. The ballot so mailed shall constitute the sole and only official ballot to be cast by a member pursuant to Section 7 of this Article or in person at the meeting in accordance with Section 6 of this Article. In the event a member fails to receive a ballot or loses or misplaces his ballot, he may make and deliver a sworn affidavit to that effect and shall be issued another ballot, provided however, the affidavit must be delivered to the office of the Cooperative no later than twenty-four (24) hours prior to the membership meeting. No additional ballots shall be issued after twenty-four (24) hours prior to the meeting.

The ballot may be in two (2) parts and shall be printed or mimeographed. The first part of the ballot shall list the candidates, if there are two (2) or more, standing for election to the office of director from that member's district who has been nominated by nominating petition as provided in Section 4 of Article IV. The names of the candidates shall be arranged by district in the order the nominating petitions were received by the Cooperative.

The second part of the Ballot shall list the propositions, if any, requiring special notice and any other proposition which, in the discretion of the Board, should be put to a vote of the membership.

SECTION 6. Voting

Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members in accordance with Section 1 of Article 1. All questions shall be decided by a vote of a majority of the members voting thereon in person or by mail, except as otherwise provided by law, the articles of incorporation or these bylaws. All voting for directors, removal of directors or bylaws amendments shall be by secret ballot, provided however, the board may adopt a reasonable method of controlling the validity of any ballot.

If a membership is held in the name of the husband individually or the wife individually then only the husband or the wife, as the case may be, may cast the vote represented by the membership. If a membership is held in the name of a husband and wife jointly, then either the husband or wife, but not both, may cast the vote represented by the membership.

SECTION 7. Mail Voting

Any member may cast his, her, or its vote by mail or by delivery of his ballot to the office of the Cooperative upon any proposition submitted to a vote at any annual meeting of the members except a vote at an annual meeting for the removal and replacement of a director(s) pursuant to Article IV, Section 6. Such member voting by mail shall enclose the ballot in a sealed, stamped envelope addressed to Inspectors of Election, c/o the Cooperative at the principal office of the Cooperative; deposit same in the United States mail with sufficient postage to insure delivery. All ballots received up to the hour of convening the member meeting shall be held and delivered unopened to the inspectors of election, who shall open, verify and count such ballots at the time other ballots are counted.

SECTION 8. Order of Business

The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows:

1. Call to order.

2. Report from the President or the President's designee concerning the number of members present in order to determine the existence of a quorum.

3. Certification by the Secretary that notice of the meeting was properly given.

4. Minutes of the previous meeting of the members shall be made available or, at the Secretary's option, shall be read and appropriate action shall be taken thereon.

5. The election of directors, except that the election may be moved forward or backward in the agenda whichever, in the discretion of the Chairman, best facilitates an orderly and prompt meeting.

6. Unfinished business.

7. New business.

8. Adjournment.