Co-Operative Organization. 119 



2. Special meetings of the stockholders shall be held at the office of 

 the association, in Forest Grove, Oregon. Such meeting may be called 

 by the president, at any time and for any purpose, when in his judgment 

 the interests of the association may demand it, upon giving the notice 

 provided for hereafter. He shall call such meeting, when requested to 

 do so by a majority of the directors or by a petition filed with the 

 secretary, and signed by one-third the capital stock, stating the purpose 

 for which the meeting is desired, in which case like notice shall be given. 



4. Notice of special meetings shall be signed by the president and 

 secretary, and shall be given by the secretary by mailing a copy thereof 

 at least five days before the date of said meeting, to the last known 

 address of each stockholder. Said notice shall state the place, hour, 

 day and purpose of said meeting. No business shall be transacted at 

 any special meeting, unless said business has been fully set forth in 

 such notice. 



5. Quorum. — A quorum for the transaction of business, at any stock- 

 holders' meeting, shall consist of stockholders, or their proxies, represent- 

 ing a majority of the capital stock; but a lesser representation may 

 adjourn to another date. 



Article IV. — Voting at Stockholders Meetings. 



1. Voting Power of Shares. — At all stockholders meetings, each stock- 

 holder, either in person or by proxy, shall be entitled to one vote for each 

 share of paid up stock which he owns, as shown by the books of the 

 association. 



2. Form of Bailot. — All ballots cast at the election of directors shall 

 have written thereon the names of the persons selected by the voter, the 

 number of votes intended to be cast for each, the name of the owner of 

 the shares being voted, and the name of the proxy if any. 



3. Voting by Proxy. — The stockholder who wishes to exercise his right 

 to vote his stock by proxy must furnish his agent or attorney with written 

 authority to cast his vote. Such authority, or proxy, shall be filed with 

 the secretary, at least one hour before time for such meeting to convene. 

 It shall be preserved by the secretary for one year, but shall be valid only 

 for that meeting. 



4. Tellers at Annual Meetings. — At election of directors, the stock- 

 holders shall appoint a committee to receive the ballots, and the com- 

 mittee, together with the secretary, shall count the ballots and report the 

 results to the president, who shall announce the same. 



5. Proportion of Vote Necessary to Elect. — A majority of the stock 

 represented at any meeting shall be sufficient to elect, or to carry any 

 measure. 



Article V. — Directors — Their Powers and Duties. 



1. Number. — The affairs of the association shall be conducted by a 

 board of nine directors chosen by the stockholders at their annual meeting. 



2. Eligibility. — No one shall be eügible to the office of director who is 

 n jt, at time of his election, an actual fruit grower or farmer. 



3. Election of Officers. — The directors shall meet immediately after 

 the annual stockholders' meeting, at which they are elected, and choose 

 from their own number a president, a vice-president, and a treasurer, and 

 shall also, at the same time, appoint a secretary. Said officers shall also 

 hold office at the pleasure of the Board, and until their successors are 

 elected and qualified, and shall perform such duties, in addition to those 

 hereinafter set forth, as the Board may prescribe. 



4. Compensation of Officers. — No officer or director shall receive a 

 salary or per diem, unless he shall also be authorized by the Board to 

 act as manager, in which case his salary shall be fixed by the Board. 

 Provided, however, that any officer or director shall be entitled to reim- 



