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



(b)  The names of the first directors shall be
stated in the articles.  Their successors shall be elected by the members at
the first meeting of the members held after the incorporation of the
association.



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



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



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



(d)  The bylaws may provide, if not restricted
by the articles, that the territory in which the association has members shall
be divided into districts and that the directors shall be elected according to
the districts, either directly or by district delegates elected by the members
in that district. In such case, the bylaws shall specify, or vest in the board
authority to determine, the number of directors to be elected by each district
and the manner and method of apportioning the directors and of districting and
redistricting the territory covered by the association.  The bylaws may provide
that primary elections shall be held in each district to nominate the directors
apportioned thereto and that the result of all such primary elections may be
ratified by the next regular meeting of the association or may be considered as
a final election.



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