56-491 - Board of directors; officers.
§ 56-491. Board of directors; officers.
Every cooperative formed hereunder shall have a board of directors of five ormore members, which shall constitute the governing body of the cooperative.The directors, other than those named in the certificate of incorporation,shall be elected annually by the members entitled to vote, unless the bylawsprovide that, in lieu of electing the whole number of directors annually, thedirectors shall be divided into either two or three classes at the first orany subsequent annual meeting, each class to be as nearly equal in number aspossible, with the term of office of the directors of the first class toexpire at the next succeeding annual meeting, the term of the second class toexpire at the second succeeding annual meeting, and the term of the thirdclass, if any, to expire at the third succeeding annual meeting; and that ateach annual meeting after such classification a number of directors equal tothe number of the class whose term expires at the time of such meeting shallbe elected to hold office until the second succeeding annual meeting wherethe bylaws provide for two classes of directors; or until the thirdsucceeding annual meeting where the bylaws provide for three classes ofdirectors. The directors must be members of the cooperative. The board ofdirectors shall have authority to fix the compensation of directors.Directors shall be entitled to reimbursement for expenses incurred by them inthe performance of their duties. The directors shall elect annually fromtheir own number a president and one or more vice-presidents. They shall alsoelect a secretary and a treasurer, who need not be directors or members, andmay combine the offices of secretary and treasurer and designate the combinedoffice as secretary-treasurer.
(1950, p. 590; 1956, c. 434; 1974, c. 73; 1978, c. 236.)