17-1611.   Board of directors; election from districts; delegates tomeetings; compensation of officers and directors; executive committee;vacancy in board of directors.(a) The affairs of the association shall be managed by a board of not less thanfive directors, elected by the members or voting stockholders from suchassociation's own numbers.

      (b)   The bylaws may provide that the territory in which the association hasmembers shall be divided into districts and that the directors shall be electedaccording to such districts, either directly or by district delegates electedby the members in that district. In such a case the bylaws shall specify thenumber of directors to be elected by each district, the manner and method ofreapportioning the directors and of redistricting the territory covered by theassociation.

      (c)   The bylaws may provide that primary elections shall be held in eachdistrict to elect the directors apportioned to such districts and theresult of all such primary elections must be ratified by the next regularmeeting of the association.

      (d)   The bylaws may take away the right to vote by proxy or by mail, andmay provide for the election of delegates to the annual meeting. In all caseswhere the annual meeting is a delegate meeting a majority of the delegateselected shall constitute a quorum. The bylaws may provide for delegates todistrict meetings and define their powers. An association may provide for afair remuneration for the time actually spent by its officers and directors inits service. No director during the term of such director's office shall be aparty to a contract for profit with the association differing in any way fromthe business relations accorded regular members or holders of common stock ofthe association, or to any other kind of contract differing from termsgenerally current in that district.

      (e)   The bylaws may provide for an executive committee and may allot tosuch committee all the functions and powers of the board of directors subjectto the general direction and control of the board.

      (f)   When a vacancy on the board of directors occurs, other than byexpiration of term, the remaining members of the board, by a majority vote,shall fill the vacancy unless the bylaws provide for an election of directorsby district. In such a case the board of directors shall immediately call aspecial meeting of the members or stockholders in that district to fill thevacancy.

      History:   L. 1921, ch. 148, § 11; R.S. 1923, 17-1611; L. 1931, ch.150, § 5; L. 1992, ch. 227, § 11; July 1.