ARTICLE III

Meetings of Members

SECTION 1. Annual Meetings
The annual meeting of the members shall be held on a day between the first day of April and the last day of June each year, in or near Fairbanks, Alaska, and at such day, hour and place as shall be designated in the notice of meeting, for the purpose of 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 dissolution of the Cooperative.

SECTION 2. Special Meetings
Special meetings of the members or of a district may be called by a majority of the Board or by a petition signed by ten percent of the members, or with respect to a district, ten percent of the members of a district. The resolution of the Board or the petition of the members shall clearly describe the purpose for which the special meeting is called. No business except that described in the resolution or petition shall be conducted at the meeting.

SECTION 3. Record Date
To determine the members entitled to notice of a meeting of the members or of a district, or to vote on a matter that is to be submitted to a vote, the Board shall fix a date that occurs not more than thirty days before the day of notice or distribution of mail ballots as the record date for the determination.

SECTION 4. Notice of Members' Meetings
Except as otherwise provided by law, notice stating the time and place of each meeting (other than a special meeting) of the members or a district shall be given to the members entitled to individual notice, either by mail or otherwise, not less than fifteen nor more than sixty days before the meeting. Individual notice of a special meeting, together with notice of the purpose for which the meeting is called, shall be given to the members entitled to notice, either by mail or otherwise, not less than ninety nor more than one hundred twenty days before the meeting. If mailed, notice is considered given when it is deposited in the United States mail with postage prepaid addressed to the member at the address as it appears on the records of the Cooperative.

SECTION 5. Quorum
The quorum for annual and other meetings shall be three percent of the total membership or 650 members, whichever is less. The quorum for district meetings shall be three percent of the number of members in that district. If less than a quorum is present at any meeting, and a quorum is not obtained within thirty minutes after the meeting has been called to order, a majority of the members present in person may without further notice adjourn the meeting, indefinitely. Those members present at a meeting other than the annual meeting of the members, which is attended by less than a quorum, shall have the additional options of declaring one recess for a period not to exceed thirty minutes, after which the meeting shall be adjourned indefinitely if a quorum is not present.

SECTION 6. Voting
Each member shall be entitled to one vote on each matter submitted to a vote of the members. Voting shall be in person. Any member holding a membership other than as a natural person shall be responsible for identifying, in accordance with the member's own procedure, the person or persons who are authorized to cast a vote on behalf of such member; however, such member shall have only one vote notwithstanding the number of persons authorized by the member to vote in its behalf who may attend the meeting. A person representing more than one membership shall be entitled to one vote for each such membership.

SECTION 7. Order of Business
The order of business at any meeting of the members shall so far as possible be essentially as follows, except as otherwise determined by the members at such meeting:

SECTION 8. Rules of Order
Meetings of the members shall be conducted in accordance with rules of order specified by the Rural Utilities Service in REA Bulletin 101-2.