6-415

6-415. Members' meetings

A. Each annual meeting of the members shall be held at the time specified in the
articles of incorporation; but the failure to hold an annual meeting at the time so
specified shall not work a forfeiture or dissolution of the association. The board of
directors, or the holders of not less than twenty per cent of the outstanding guaranty
shares or of the withdrawal value of all withdrawable capital of the association, or such
other person or persons as may be designated by the by-laws, may call a special meeting
of the members. Every annual or special meeting shall be held at the business office of
the association, or in such other place within the same county as shall be specifically
designated in the notice of such meeting. Notice of an annual or any special meeting
shall be published twice, and the last publication shall be not less than ten days nor
more than forty days before the date of the meeting. Such notice shall state the place,
day, hour and purpose of the meeting.

B. A quorum at any meeting of the members shall consist of the members present in
person or represented by proxy, who are entitled to cast a majority of the total number
of votes which all members of the association are entitled to cast at such meeting;
except that the articles of incorporation may specify some other quorum requirement, but
not less than one-third of such total number of votes. Any meeting, including one at
which a quorum is not present, may be adjourned by majority vote to a specified date
without further notice.

C. Voting at a meeting may be either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise specifically provided in
the proxy.

D. Unless the articles of incorporation provide otherwise, in the determination of
all questions requiring ascertainment of the members entitled to vote and of the number
of outstanding shares, the following rules shall apply:

1. The date of determination shall be as provided in section 6-416.

2. Each person holding one or more accounts shall have the vote of one share for
each one hundred dollars of the aggregate withdrawal value of such accounts, and shall
have the vote of one share for any fraction of one hundred dollars.

3. Each holder of guaranty shares shall have one vote for each guaranty share which
he holds.

4. Each borrowing member as such shall have the vote of one share in addition to
any vote which he may have otherwise.

5. Shares owned by the association shall not be counted or voted.