N.Y. Rural Electric Cooperative Law § 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.