17-4612.   Board of trustees; compensation, when; terms; quorum.(a) The business of a cooperative shall be managed by a board of notless than five (5) trustees, each of whom shall be a member of thecooperative. The bylaws shall prescribe the number of trustees, theirqualifications, other than those prescribed in this act, the manner ofholding meetings of the board of trustees and of electing successors totrustees who shall resign, die, or otherwise be incapable of acting. Thebylaws may also provide for the removal of trustees from office and forthe election of their successors. Trustees shall not receive anysalaries for their services as trustees and except in emergencies, shallnot be employed by the cooperative in any capacity involvingcompensation without the approval of the members. The bylaws may,however, provide that a fixed fee and expenses of attendance may beallowed to each trustee for attendance at each meeting of the board oftrustees and for other functions duly authorized for and on behalf ofthe cooperative.

      (b)   The trustees of a cooperative named in any articles ofincorporation, consolidation, merger or conversion, shall hold officeuntil the next annual meeting of the members and until their successorsare elected and qualify. At each annual meeting or, in case of failureto hold the annual meeting as specified in the bylaws, at a specialmeeting called for that purpose, the members shall elect trustees tohold office until the next annual meeting of the members, except asotherwise provided in this act. Each trustee shall hold office for theterm for which elected and until a successor is elected andqualifies.

      (c)   Instead of electing all the trustees annually, the bylaws mayprovide that half of them, or a number as near thereto as possible,shall be elected to serve until the next annual meeting of the membersand that the remaining trustees shall be elected to serve until thesecond succeeding annual meeting. Thereafter, as trustees' terms expire,the members shall elect their successors to serve until the secondsucceeding annual meeting after their election.

      (d)   Instead of electing the trustees in the manner as provided insubsections (b) or (c) of this section, the bylaws may provide that themembers shall be elected at such annual meetings to serve for terms ofthree (3) years, except that the terms of the firsttrustees elected pursuantto this subsection may be fixed in said bylaws for a number of years notexceeding three (3), and upon the expiration thereof all membersthereafter to be elected for terms of three (3) years.

      (e)   A majority of the board of trustees shall constitute a quorum.

      (f)   If a husband and wife hold a joint membership in a cooperative,either one, but not both, may be elected a trustee.

      History:   L. 1941, ch. 185, § 12; L. 1959, ch. 121, § 1; L. 1978,ch. 81, § 3; July 1.