77-5-221 - Board of directors.
§ 77-5-221. Board of directors.
Each corporation formed under the provisions of this article shall have a board of directors, and the powers of the corporation shall be vested in and exercised by such board of directors. The directors of the corporation elected to succeed those named in its certificate of incorporation, as well as the directors elected to succeed those presently serving as directors of corporations previously formed under the provisions of this article, shall be elected annually by the members entitled to vote as follows: one-third (1/3) to be elected for a term of one (1) year, one-third (1/3) for a term of two (2) years, and one-third (1/3) for a term of three (3) years. Thereafter, all directors shall be elected for a term of three (3) years. Only members of a corporation shall be entitled to vote. The directors must be members of the corporation and shall be entitled to reimbursement for expenses incurred by them in the performance of their duties. To qualify as a candidate for director by petition a candidate shall obtain fifty (50) signatures of members of the corporation such candidate wishes to be elected from and each candidate shall be a member of the electric power association on whose board such candidate wishes to serve; however, a corporation shall be empowered, in its discretion, to adopt, through its bylaws, a provision which allows a person to qualify as a candidate for director by petition by obtaining less than fifty (50) signatures. In addition to providing reimbursement for expenses, the board may authorize compensation to be paid such directors for the time actually spent by them in the performance of their official duties. The board shall elect annually from its own number a president and a vice president. All board meetings, unless in executive session, shall be open to any member of a corporation. Any member or customer of a corporation shall be entitled to address the board at any regular meeting regarding any suggestions for better service, grievances or any other matter affecting the corporation. The corporation shall have the right to impose reasonable limitations upon the number of members or customers addressing any one (1) board meeting, the amount of time allotted to each presentation, and also require reasonable notice in advance of the board meeting so that the board may investigate and be able to respond to the presentation.
Sources: Codes, 1942, § 5469; Laws, 1936, ch. 184; Laws, 1966, Ex Sess, ch. 34, § 1; Laws, 1984, ch. 332; Laws, 1989, ch. 454, § 1, eff from and after passage (approved March 24, 1989).