17-4661.   Board of directors.(a) The business of a cooperative shall be managed by a board ofnot less than five directors, each of whom shall be a member of thecooperative. The bylaws shall prescribe the number of directors, theirqualifications, other than those prescribed in the renewable energy electricgeneration cooperative act, the manner of holding meetings of the board ofdirectors and of electing successors to directors who resign, die or areotherwise incapable of acting as a director. The bylaws may also provide forthe removal of directors from office and for the election of their successors.Directors shall not receive any salary for their services as directors and,except in emergencies, shall not be employed by the cooperative in any capacityinvolving compensation without the approval of the members. The bylaws mayprovide that a fixed fee and expenses of attendance may be allowed to eachdirector for attendance at each meeting of the board of directors and for otherfunctions duly authorized for and on behalf of the cooperative.

      (b)   The directors of a cooperative named in any articles of incorporation,consolidation, merger or conversion shall hold office until the next annualmeeting of the members and until their successors are elected and qualify. Ateach annual meeting or, in case of failure to hold the annual meeting asspecified in the bylaws, at a special meeting called for that purpose, themembers shall elect directors to hold office until the next annual meeting ofthe members, except as otherwise provided in the renewable energy electricgeneration cooperative act. Each director shall hold office for the term forwhich elected and until a successor is elected and qualifies.

      (c)   Instead of electing all the directors annually, the bylaws may providefor half of the directors, or a number as near thereto as possible, to beelected to serve until the next annual meeting of the members and that theremaining directors shall be elected to serve until the second succeedingannual meeting. Thereafter, as directors' terms expire, the members shall electsuccessor directors to serve until the second succeeding annual meeting aftertheir election.

      (d)   Instead of electing the directors in the manner provided in subsection(b) or (c), the bylaws may provide that the members shall be elected at suchannual meetings to serve for terms of three years, except that the terms of thefirst directors elected pursuant to this subsection may be fixed in such bylawsfor a number of years not exceeding three and, upon the expiration thereof, allmembers thereafter to be elected for terms of three years.

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

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

      History:   L. 2003, ch. 81, § 11; July 1.