10-2058. Board of directors; compensation;
term; quorum
A. The business of a cooperative shall be managed by a board of directors.
Unless the bylaws provide otherwise, each of the directors shall be a member of the
cooperative or of another cooperative that is a member. The bylaws shall prescribe the
number of directors, their qualifications other than those prescribed in this article and
the manner of holding meetings of the board of directors and of electing successors to
directors who resign or die or who are otherwise incapable of acting. The bylaws may also
provide for the removal of directors from office and for the election of their
successors.
B. Unless the bylaws provide otherwise, the directors shall not receive salaries
for services as directors and, except in emergencies, shall not be employed by the
cooperative in any capacity involving compensation without the approval of the members.
The bylaws may allow a payment of a fee and provide that expenses of attendance may be
allowed to each director for attendance at each meeting of the board of directors.
C. The directors of a cooperative named in the articles of incorporation,
consolidation, merger or conversion shall hold office until successors are elected and
qualify. The bylaws shall prescribe the manner of electing directors and the number and
terms of the directors, including whether the terms are staggered. If stated in the
bylaws, at each annual meeting, or, in case of failure to hold the annual meeting as
specified in the bylaws, at a special meeting called for that purpose, the members shall
elect directors to hold office until the next annual meeting of the members, except as
otherwise provided in this article. Each director shall hold office for the term for
which THE DIRECTOR is elected and until A successor is elected and qualifies.
A DIRECTOR MAY RESIGN AT ANY TIME BY DELIVERING WRITTEN NOTICE TO THE BOARD OF
DIRECTORS, ITS PRESIDING OFFICER OR THE COOPERATIVE. A RESIGNATION IS EFFECTIVE WHEN THE
NOTICE IS DELIVERED UNLESS THE NOTICE SPECIFIES A LATER EFFECTIVE DATE OR EVENT.
D. A majority of the board of directors shall constitute a quorum.
E. If a husband and wife hold a joint membership in a cooperative, either one, but
not both, may be elected a director.
F. The board of directors may take any action without a meeting if the action would
be allowed at a meeting and if before the board takes the action all of the directors who
are normally required to approve the action at a meeting provide prior consent by signing
a written statement that explains and approves the action.
G. The board of directors may exercise all the powers of a cooperative not
conferred upon the members by this article, or its articles of incorporation or bylaws.
H. Any person who serves as a director OR OFFICER or who serves on a board or
council in an advisory capacity to the cooperative or board of directors of a cooperative
is immune from civil liability and is not subject to a suit directly or by way of
contribution for any act or omission that results in damage or injury if that person was
acting in good faith and within the scope of that person's official capacity and the
damage or injury was not caused by the wilful conduct or gross negligence of that
person. Nothing in this subsection limits or modifies in any manner the duties or
liabilities of a director or person who serves in any advisory capacity to the
cooperative or the cooperative members. For the purposes of this subsection, "official
capacity" means any decision, act or event the cooperative undertakes in furtherance of
the purposes for which the cooperative is organized or operating.
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