Bylaws

Section 5.01. Regular Meetings

Section 5.01. Regular Meetings
A regular meeting of the Board of Directors shall be held monthly at such time and place at the Association’s headquarters in Hancock County, Mississippi as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing time and place thereof.

Section 5.02. Attendance by Members at Meetings of the Board of Directors
(a) Regular meetings of the Board of Directors shall be open to the members of the Association unless the Board goes into executive session. Meetings
of the Board of Directors shall not be open to nonmembers except upon express invitation of the Board. Executive sessions which are not open to
members may be held when the Board discusses any of the following:

(1) Transaction of business and discussion of personnel matters concerning the character, professional confidence, or physical or mental health of a person;
(2) Strategy sessions or negotiations with respect to prospective litigation, litigation, or issuance of an appealable order when an open meeting would have a detrimental effect on the litigating position of the Association;
(3) Transaction of business and discussion regarding the report, development, or course of action regarding security personnel, plans, or devices;
(4) Investigative proceedings regarding allegations of misconduct or violation of law;
(5) Cases of extraordinary emergency which would pose immediate or irrevocable harm or damage to persons and/or property;
(6) Transaction of business and discussion regarding the prospective purchase, sale or leasing of lands or the negotiations for, or acquiring of, easement or right-of-way;
(7) Transaction of and/or discussion of negotiations regarding the location, relocation, or expansion of Association facilities;
(8) Discussion of terms of employment or termination of employees;
(9) Discussion of such matters as would be recognized by the courts as legally privileged;
(10) Any other business which the Board in its discretion deems to be of a sensitive nature.

(b) Members of the Association may address the Board at a regular meetings regarding any suggestions for better service, grievances, or any other matter affecting the Association, provided that the member has at least fifteen (15) days in advance of the meeting executed a written request, in a form and manner prescribed by the Association, which will include the subject matter to be addressed and provide such information as is necessary to enable the Association to investigate the matter. The Chairman or acting Chairman of the Board may limit the format and length of any member’s or nonmember’s presentation. The Board of Director may defer any presentation by a member to the next scheduled board meeting due to the number of members seeking to address the board at the meeting, or due to the length of any address or addresses. A nonmember of the Association may not address the Board unless specifically invited by the Board, after executing a written request as provided above.

Section 5.03. Special Meetings
(a) Special meetings of the Board of Directors may be called by the Chairman or any three (3) directors. The person or persons authorized to call special
meetings of the Board of Directors may fix the time and place at the Association’s main office in Hancock County, Mississippi, for the holding
of any special meeting of the Board of Directors called by them;
(b) In case of any emergency or unusual circumstances rendering such action expedient, special meetings shall be held in any part of the territory served by the association, unless 2/3 of the directors consent to its being held in some other place in Mississippi or elsewhere.
(c) Special meetings may be held via telephone conference call, without regard to the actual location of the directors at the time of such telephone conference meeting, if all the directors consent thereto.

Section 5.04. Notice
Notice of the time, place, and purpose of any special meeting of the Board of Directors shall be given by or at the direction of the Secretary, or upon a default in this duty by the Secretary, by those directors calling a special meeting or by any director in the case of a meeting whose date, time and place have already been fixed by board resolution, at least three (3) days previous thereto, by written notice, delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. The attendance of the director at any meeting shall constitute a waiver of notice of such meeting, except when a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
In case of an emergency confirmed by a quorum of directors, twenty-four (24) hours notice may be given by telephone and/or delivered to the director’s last known address to convene a special meeting of the board.

Section 5.05. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than such majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time provided that the Secretary shall notify any absent board members of the time and place of such adjourned meeting. A director who by law or these bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action of that matter, be counted in determining the number of directors in office or present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except that a two-thirds (2/3) majority shall be required to sell assets of the Association.