56-231.44 - Board of directors.
§ 56-231.44. Board of directors.
A. Each cooperative shall have a board of directors consisting of at leastfive directors, which shall constitute the governing body of suchcooperative. The board, other than those named in the articles ofincorporation, shall be elected annually by the members. The bylaws mayprovide in lieu of electing the whole number of directors annually, that thedirectors may be divided into classes and that the terms of office of theseveral classes need not be uniform. Each director shall hold office for theterm for which he or she is elected and until his or her successor is electedexcept in cases of ex officio directors.
The directors shall be elected by the members of the cooperative. At aminimum, there shall be at least one director elected from the membership,officers, directors or employees of each member of the cooperative that isitself a cooperative subject to any article of this chapter. Additionaldirectors may be elected from the membership, from the members, officers,directors or employees of any member of the cooperative, or from employees ofthe cooperative. The board of directors shall have the authority to fix thecompensation of the directors.
B. The board of directors of a cooperative shall have the power to do allthings necessary or incidental in conducting the business of suchcooperative, including, but not limited to the power:
1. To adopt and amend bylaws for the management and regulation of the affairsof such cooperative unless otherwise provided in the articles ofincorporation or bylaws, subject to the rights of the members to alter orrepeal such bylaws. The bylaws of a cooperative may make provisions notinconsistent with law or its articles of incorporation, regulating:
a. The admission, suspension or expulsion of members;
b. The transfer or classification of membership;
c. The fees and dues of members and the termination of membership onnonpayment of dues;
d. The number, times and manner of choosing or electing, qualifications,terms of office, official designations, powers, duties and compensation ofits directors and officers;
e. The filling of a vacancy in the board or in any office;
f. The number of board members or member-delegates constituting a quorum atmeetings;
g. The date of the annual meeting and the giving of notice thereof and theholding of special meetings and the giving of notice thereof;
h. The terms and conditions upon which such cooperative is to render serviceto its members;
i. The disposition of capital contributions; and
j. The establishment of classes of membership, the qualifications thereforand the rights and obligations thereof.
2. To appoint agents and employees and to fix their compensation and thecompensation of the officers of the cooperative.
3. To execute all instruments.
4. To make its own rules and regulations as to its procedure.
(1999, c. 874; 2000, cc. 944, 999.)