§ 46-5-82 — Board of directors

(a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which is a member thereof. The bylaws shall prescribe the number of directors, their qualifications, other than those prescribed in this part, the manner of holding meetings of the board of directors and of electing successors to directors who resign, die, or otherwise become incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors. Directors shall not receive any salaries for their services as such and, except in emergencies, shall not receive any salaries for their services in any other capacity without the approval of the members. The bylaws may, however, prescribe a fixed fee for attendance at each meeting of the board of directors and may provide for reimbursement of actual expenses of attendance. (b) The directors of a cooperative named in any articles of incorporation, consolidation, merger, conversion, or combined consolidation and conversion shall hold office until the next annual meeting of the members and until their successors are elected and qualify. 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 directors to hold office until the next annual meeting of the members, except as otherwise provided in this part. Each director shall hold office for the term for which he is elected and until his successor is elected and qualifies. (c) Instead of electing all the directors 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 directors shall be elected to serve until the second succeeding annual meeting. Thereafter, as directors' terms expire, the members shall elect their successors to serve until the second succeeding annual meeting after their election. Instead of electing all of the directors annually or biannually, the bylaws may provide that one-third of them, or a number as near thereto as possible, shall be elected to serve until the next annual meeting of the members, that one-third shall be elected to serve until the second succeeding annual meeting of the members, and that the remaining directors shall be elected to serve until the third succeeding annual meeting. Thereafter, as directors' terms expire, the members shall elect their successors to serve until the third succeeding annual meeting after their election. (d) A majority of the board of directors shall constitute a quorum. (e) The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this part, or by its articles of incorporation or bylaws.