Section 1. Recusal of Directors
A director will not act on any matter or proceeding coming before the Board when:
- the matter or proceeding is or may be construed to be a conflict of interest for the director or when the matter or proceeding involves any person who is, or has been, an employer, employee, client, patient or other business associate of the director within 1 year immediately preceding the date of the matter or proceeding; and
- the matter or proceeding is directly related to the director’s representation of that employer, employee, client, patient or other business associate of the director. If the Board or the director is unsure recusal is necessary, a majority vote by the Board of Directors will decide.
Section 2. Regular Meetings
- At least once each month, a regular meeting of the Board will be held at such time and place in or near Fairbanks, Alaska, as the Board may provide by resolution.
- Such regular meetings may be held without notice other than such resolution fixing the time and place thereof; however, changes in the scheduling of regular meetings will be published in a newspaper of general circulation distributed in the Cooperative’s service area and on the Cooperative’s website, not less than 2 days before the date on which the meeting is to be held.
- Attendance of directors by telephone, or other electronic means approved by the Board is permitted.
Section 3. Special Meetings
- Special meetings of the Board may be called by the Chairman of the Board or by any three directors, and it is the duty of the Secretary of the Board to cause notice of such meetings to be given.
- The Chairman of the Board or the directors calling the meeting will fix the time and place for the holding of the meeting.
- Attendance of directors by telephone, or other electronic means approved by the Board is permitted.
Section 4. Notice of Special Meetings
Notice of the time, place and purpose of any special meeting of the Board will be delivered personally to each director by telephone, or other means approved by the Board, not less than 24 hours previous thereto by or at the direction of the Secretary of the Board, or upon a default in duty by the Secretary of the Board, by or at the direction of the Chairman of the Board or the directors calling the meeting.
Section 5. Notice of Emergency Meetings
The time, place and purpose of any emergency meeting of the Board will be delivered personally to each director by telephone, or other means approved by the Board. The meeting will be scheduled as soon as practicable by or at the direction of the Secretary of the Board, or upon a default in duty by the Secretary of the Board, by or at the direction of the Chairman of the Board or the directors calling the meeting. Notice to members will be provided as soon as practicable.
Section 6. Quorum
A majority of the directors will constitute a quorum, provided that if less than a majority of the directors is present at a meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary of the Board will cause to be notified any absent directors of the time and place of such adjourned meeting. Subject to the provisions of Section 6 of this Article VI, the act of the majority of the directors present at a meeting at which a quorum is present will be the act of the Board.
Section 7. Rules of Order
Meetings of the Board will be conducted in accordance with Robert’s Rules of Order Newly Revised, as specified by Board policy.
Section 8. Policies
Policies of the Board may be adopted, modified or rescinded only by the vote of a majority of all the directors.