§421-13  Directors.  (a)  The businessof the association shall be managed by a board of not less than threedirectors; at least two-thirds of the directors shall be members of theassociation or officers, directors, or members of a member association.  Adirector shall hold office for the term for which the director was named orelected and until the director's successor is elected and qualified.

(b)  The names of the first directors shall bestated in the articles.  Their successors shall be elected by the members atthe first meeting of the members held after the incorporation of theassociation.

(c)  The number, qualifications, terms ofoffice, manner of election, time and place of meeting, and the powers andduties of the directors may, subject to this chapter, be prescribed by thearticles or bylaws.  Except as otherwise prescribed in the articles or bylaws:

(1)  A director shall be elected for a term of oneyear.

(2)  Vacancies in the board, other than by expirationof term, shall be filled by the remaining members of the board, unless thebylaws provide for the election of directors by districts, in which case theboard shall call a special meeting of the members in the district to elect aperson qualified to fill the vacancy.  A director elected by the remainingmembers of the board shall serve until the director's successor is elected bythe members, who may make the election at the next annual meeting of themembers or at any special meeting called and held prior thereto.

(d)  The bylaws may provide, if not restrictedby the articles, that the territory in which the association has members shallbe divided into districts and that the directors shall be elected according tothe districts, either directly or by district delegates elected by the membersin that district. In such case, the bylaws shall specify, or vest in the boardauthority to determine, the number of directors to be elected by each districtand the manner and method of apportioning the directors and of districting andredistricting the territory covered by the association.  The bylaws may providethat primary elections shall be held in each district to nominate the directorsapportioned thereto and that the result of all such primary elections may beratified by the next regular meeting of the association or may be considered asa final election.

(e)  The bylaws may provide for an executivecommittee to be elected by the board from their number and may allot to suchcommittee all the functions and powers of the board subject to its generaldirection and control. [L 1949, c 234, pt of §1; RL 1955, §176-14; HRS §421-13;gen ch 1985]