Proposal to Take Action Without a Meeting — Notice — Procedure for Calling a Meeting
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Except with respect to dissolution, liquidation or merger, the board of directors may, acting on the board's initiative, make a proposal to the members to take an action without a meeting. All members entitled to vote shall be given written notice of the proposal. The notice shall require a written response within a specified time, but not less than thirty (30) days from the effective date of the notice and shall contain the recommendation of the board of directors. The failure of a member to respond within the time specified in the notice shall constitute a vote in favor of the recommendation of the board of directors, as the case may be. The notice shall contain a statement concerning the voting effect of the failure of a member to timely respond to the proposal. Except as provided in subsection (b), if the voting power of the members responding in favor of the recommendation as to the proposal, combined with the voting power of the members failing to respond, is equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present, then the proposal shall become the action of the members of the cooperative effective as of the expiration of the notice period.
Notwithstanding subsection (a), if members with twenty percent (20%) of the aggregate voting power of the cooperative or the class, series, or group of the members entitled to vote on the specific matter notify the secretary in writing within fifteen (15) days of the giving of the notice that a meeting should be called to consider one (1) or more of the matters on which the board of directors has made recommendation, the vote may not be taken as provided in this section, but a meeting of the members shall be called to consider and to take action on the matter.