374

LAWS OF MARYLAND

Ch. 179

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 twenty days before the date of
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)   Quorum. —Unless the bylaws 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 1,000 members, shall be five percentum of all
members, present in person, and of a cooperative having
more than 1,000 members, shall be fifty members, present
in person. 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 entitled to one vote; voting by
proxy or mail. —Each member shall be entitled to one
vote on each matter submitted to a vote at a meeting of
the members. Voting shall be in person, but, if the
bylaws so provide, may also be by proxy or by mail, or
both. If the bylaws provide for voting by proxy or by
mail, they shall also prescribe the conditions under
which such voting shall be permitted. No person shall
vote by proxy for more than three members at any meeting
of the members.

[389] 11. Waiver of notice.

Any person entitled to notice of a meeting may waive
such notice in writing either before or after such
meeting. If any such person shall attend such meeting,
such attendance shall constitute a waiver of notice of
such meeting, unless such person participate therein
solely to object to the transaction of any business
because the meeting has not been legally called or
convened.

[390] 12. Board of directors.

(a) In general. —The business of a cooperative
shall be managed by a board of not less than five
directors, each of whom shall be a member of the
cooperative or of another cooperative which is a member
thereof. The bylaws shall prescribe the number of
directors, their qualifications, other than those
prescribed in this [subheading] ACT, the manner of
holding meetings of the board of directors and of
electing successors to directors who shall resign, die,
or otherwise be incapable of acting. The bylaws may
also provide for the removal of directors from office and
for the election of their successors. Directors shall
not receive any salaries for their services as directors