10-2011. General powers of directors;
election; compensation


A. The affairs of the association shall be managed by the board of directors
elected by the members from their number. The bylaws may provide that the territory in
which the association has members be divided into districts and that the directors be
elected according to such districts. If the territory is so divided the bylaws shall also
specify the number of directors to be elected by each district, the manner and method of
apportioning the directors and of dividing the territory into districts. The bylaws may
provide that primary elections be held in each district to elect the directors
apportioned to the districts, and the result of such elections shall be ratified by the
next regular meeting of the association. The bylaws may further provide that additional
directors be elected at large and the manner of their election.


B. The association may provide a fair remuneration for the time actually spent by
its officers and directors in its service.


C. If a vacancy on the board occurs other than by expiration of term, the remaining
members by a majority vote shall fill the vacancy.