§ 2-10-87 — Directors to manage association; number; election or appointment; compensation; marketing or purchasing contracts with association; vacancies

(a) The affairs of the association shall be managed by a board of not less than five directors elected by the members or stockholders from their own number. (b) The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts. In such a case the bylaws shall specify the number of directors to be elected by each district and the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and whether the results of all such elections shall be final or shall be ratified by the next regular meeting of the association. (c) The bylaws may provide that one or more directors may be appointed by the Commissioner, the dean of the College of Agricultural and Environmental Sciences of the University of Georgia, or any other public official or commission. The director or directors so appointed need not be members or stockholders of the association but shall have the same powers and rights as other directors. (d) An association may provide a fair remuneration to its officers and directors for their services to the association. (e) No director, during the term of his or her office, shall be a party to a marketing or purchasing contract with the association the provisions of which differ in any way from the marketing or purchasing contracts generally accorded regular members or holders of common stock of the association in the same trade area, or to any other kind of contract that affects the amount of the association's patronage distributions to the director the terms of which differ from terms generally current in that district. (f) When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by a majority vote. If the bylaws provide for an election of directors by district, the person filling the vacancy must live in the district for which the vacancy exists.