Section 1. Annual Meeting

The annual meeting of the energy members shall be held on a date selected by the directors each year, at such place as the directors shall designate, for the purpose of electing directors and transacting such other business as shall come before the meeting. Unless the laws of the State of Washington, the articles of incorporation of the cooperative, or the bylaws provide otherwise, no business requiring a vote of the energy members shall be acted upon at such meeting unless notice of the business to be transacted has been given to energy members in accordance with notice provisions contained in Article II, Section 3 of these bylaws. If the election of directors shall not be held on the day designated herein for such annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the energy members as soon thereafter as conveniently may be. 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 energy members may be called by at least three (3) directors or the president, or upon a written request signed by at least 10 percent (10%) of all the energy members entitled to vote, and it shall thereupon be the duty of the secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the energy members may be held at any place in the County of San Juan, in the State of Washington, specified in the notice of the special meeting.

Section 3. Notice of System Members' Meetings

Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the secretary, or by the persons calling the meeting, to each energy member provided, however, that with respect to all meetings at which directors are to be elected, such notice shall be so delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the energy member at his address as it appears on the records of the cooperative, with postage thereon prepaid. The failure of any energy 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. Each member and director shall be responsible to provide advance written notice to the cooperative of any address change.

Section 4. Quorum

At least 100 energy members present in person shall constitute a quorum for the transaction of business at all meetings of the energy 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, provided that the secretary shall notify any absent energy members of the time and place of such adjourned meeting. At such reconvened meeting at the original of which meeting a quorum shall have been present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The energy members present at a duly organized meeting may continue to transact business at such meeting and at any adjournment of such meeting (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough energy members from either meeting to leave less than a quorum.

Section 5. Voting

Each energy member shall be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the members. At all meetings of the energy members at which a quorum is present, all questions shall be decided by a vote of a majority of the energy members voting thereon in person or by absentee ballot, provided that the proposition submitted is exactly the same as the measure voted on at the meeting, except as otherwise provided by law, the articles of incorporation of the cooperative, or these bylaws. If a husband and wife hold a joint energy membership, they shall jointly be entitled to one (1) vote and no more upon each matter submitted to a vote at a meeting of the energy members. Issues submitted to the energy membership for vote will be objectively stated and as free from bias as possible.

Section 6. Voting by Absentee Ballot

Any energy member who is absent from any annual or special meeting of the energy members may vote by absentee ballot upon any motion or resolution to be acted upon at any such meeting, except that motions made from the floor shall be acted upon solely by the energy members in attendance at the meeting. The secretary shall enclose with the notice of such meeting an exact copy of all motions or resolutions that have been predetermined to be acted upon and such absentee energy member shall express his vote thereon by writing “Yes” or “No” on each such motion or resolution in the space provided therefor, and enclose each such ballot so marked in a sealed envelope marked “Ballot” and then place said envelope in another envelope addressed to the Orcas Power and Light Cooperative at Eastsound, Washington, and print or type his name and affix his signature to the outside thereof, and cause the same to be delivered by mail or otherwise to the Orcas Power & Light Cooperative at Eastsound, Washington by such time as may be fixed by the Board of Directors.

When such written ballot is so enclosed and received from any absent energy member, it shall be accepted and counted as a vote of such absent energy member at the meeting. Any energy member who is absent from any meeting where there is to be an election of directors may also vote by absentee ballot in the election of directors as hereinafter provided in these bylaws. If a husband and wife hold a joint energy membership and are absent from any annual or special meeting of the energy members, they shall jointly be entitled to vote by absentee ballot as provided in this section. The failure of any such absentee energy member to receive a copy of any such motion or resolution or ballot shall not invalidate any action which may be taken by the members at any such meeting.

Section 7. Order of Business

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

1. Call of the roll.

2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be.

3. Reading of unapproved minutes of previous meetings of the energy members and the taking of necessary action thereon.

4. Presentation and consideration of, and acting upon, reports of officers, directors and committees.

5. Election of directors.

6. Unfinished business.

7. New business.

8. Adjournments.

Section 8. Robert's Rules of Order

The most recent edition of Robert's Rules of Order shall serve as the governing rules for any official meeting of the members.