Section 351.1057

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1057.  Meetings, conferences. — 1.  Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without this state as the board may select or by any means described in subsection 2 of this section.  If the board fails to select a place for a meeting, the meeting shall be held at the principal executive office of the cooperative, unless the articles or bylaws provide otherwise.

  2.  A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a meeting of the board, if the same notice is given of the conference as would be required by subsection 3 of this section for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting.  Participation in a meeting by electronic means of communication constitutes presence in person at the meeting.

  3.  Unless the articles or bylaws provide for a different time period, a director may call a meeting of the board by giving at least ten days' prior written notice or, in the case of organizational meetings at least three days' prior written notice, to all directors of the date, time, and place of the meeting.  Notice to the board members of any meeting may be given in such forms as set forth in section 351.1216.  The notice need not state the purpose of the meeting unless sections 351.1000 to 351.1228, the articles, or the bylaws require it.

  4.  If the day or date, time, and place of a meeting of the board have been provided in the articles or bylaws, or announced at a previous meeting of the board, no further notice is required to be given to the members of the board.  Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment occurs.

  5.  A director may waive notice of a meeting of the board.  A waiver of notice by a director entitled to receive notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance.  Attendance by a director at a meeting is a waiver of notice of that meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and such director does not participate in the meeting after the objection is made.

  6.  If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on at a meeting of the board.  If the director is not present at the meeting, consent or opposition to a proposal shall not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

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(L. 2011 S.B. 366)