Sec. 33-228. Board of trustees.
Sec. 33-228. Board of trustees. (a) The business of a cooperative shall be managed
by a board of not less than five trustees, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of trustees, their qualifications, other than
those prescribed in this chapter, and the manner of holding meetings of the board of
trustees and of electing successors to trustees who resign, die or otherwise are incapable
of acting. The bylaws may also provide for the removal of trustees from office and for
the election of their successors. Trustees shall not receive any salaries for their services
as trustees and, except in emergencies, shall not be employed by the cooperative in any
capacity involving compensation without the approval of the members. The bylaws may
provide that a fixed fee and expenses of attendance may be allowed to each trustee for
attendance at each meeting of the board of trustees.
(b) The trustees of a cooperative named in any articles of incorporation shall hold
office until the next annual meeting of the members and until their successors are elected
and have qualified. At each annual meeting or, in case of failure to hold the annual
meeting as specified in the bylaws, at a special meeting called for that purpose, the
members shall elect trustees to hold office until the next annual meeting of the members,
except as otherwise provided in this chapter. Each trustee shall hold office for the term
for which he is elected and until his successor is elected and has qualified.
(c) Instead of electing all the trustees annually, the bylaws may provide that half of
them, or a number as near thereto as possible, shall be elected to serve until the next
annual meeting of the members and that the remaining trustees shall be elected to serve
until the second succeeding annual meeting. Thereafter, as trustees' terms expire, the
members shall elect their successors to serve until the second succeeding annual meeting
after their election.
(d) A majority of the board of trustees 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 a trustee.
(f) The board of trustees may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws.
(1949 Rev., S. 5337.)