§2810.  Board of directors

A.  The business and affairs of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which shall be a member thereof.  The by-laws shall prescribe the number of directors, their qualifications, other than those provided for in this Chapter, the manner of holding meetings of the board of directors and of the election of successors to directors who shall resign, die, or otherwise be incapable of acting.  The by-laws may also provide for the removal of directors from office and for the election of their successors.  Without approval of the members, directors shall not receive any salaries for their services as directors.  However, directors may not be employed by the cooperative in any capacity involving compensation.  The by-laws may, however, provide that a fixed fee and expenses of attendance, if any, may be allowed to each director for attendance at each meeting of the board of directors.

B.  The directors of a cooperative named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified.  At each annual meeting or, in case of failure to hold the annual meeting as specified in the by-laws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next following annual meeting of the members, except as hereinafter otherwise provided.  Each director shall hold office for the term for which he is elected or until his successor has been elected and qualified.

C.  The by-laws may provide that, in lieu of electing the whole number of directors annually, the directors shall be divided into two classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting and the term of the second class to expire at the second succeeding annual meeting.  At each annual meeting after such classification a number of directors equal to the number of the class whose term expired at the time for such meeting shall be elected to hold office until the second succeeding annual meeting.

D.  A majority of the board of directors shall constitute a quorum.

E.  If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected as director.

F.  The board of directors may exercise all of the powers of a cooperative except such as are conferred upon the members by this Chapter, or its articles of incorporation or by-laws.

Added by Acts 1958, No. 257, §10.