ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings

A regular meeting of the board of directors shall be held without notice, immediately after, and at the same place as, the annual meeting of the members. A regular meeting of the board of directors shall also be held monthly at such time and place in Cedar County, Missouri, as the board of directors may provide by resolution. Such regular monthly meeting may be held without notice other than such resolutions fixing the time and place thereof.

SECTION 2. Special Meetings

Special meetings of the board of directors may be called by the President or by any three directors, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. The President or the Directors calling the meeting shall fix the time and place (which shall be in Cedar County, Missouri), for the holding of the meeting. Special meetings, upon proper notice or waiver of same, may also be held via telephone conference call, without regard to actual location of the Directors at the time of such conference meeting.

SECTION 3. Notice of Directors Meetings

Written notice of the time, place and purpose of any special meeting of the board of directors shall be delivered to each director not less than five days previous thereto, either personally or by mail, by or at the direction of the Secretary, or upon a default in duty by the Secretary, by the President or the directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Cooperative, with postage thereon prepaid.

SECTION 4. Quorum

A majority of the board shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time, and provided further, that the Secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board except as otherwise provided in these bylaws.