§ 8-1-13-6 — Board of directors

(a) Each corporation formed under this chapter
shall have a board of directors that constitutes the governing body of
the corporation. The directors must be members, or if the corporation's
bylaws so provide, a member's officers, directors, or partners, or the
owner of a member that is a sole proprietorship may be directors of the
corporation. Directors other than those named in the corporation's
articles of incorporation shall be elected by the members entitled to
vote for the directors. Unless the bylaws of the corporation provide
otherwise, the directors shall be elected annually. The bylaws may
provide that:
(1) the directors may hold office for any stated period not
exceeding three (3) years;
(2) the directors be elected so that the terms of only part of the
directors expire at any one time; and
(3) only enough directors to succeed those whose terms are about
to expire are elected in any year.
(b) The bylaws may provide that the territory where the members of
the corporation reside be apportioned into districts and prescribe the
procedure by which the members residing in any one (1) district may
nominate a director.
(c) The bylaws may specify a fair remuneration for the time actually
spent by its officers, directors, and members of its executive committee
in the performance of their duties and provide that the remuneration be
paid to the officers, directors, and members of the executive committee.
The officers, directors, and members of the executive committee are
entitled to reimbursement for expenses incurred in the performance of
their duties whether or not the bylaws provide that they be remunerated
for their time spent in the performance of those duties. The board shall
annually designate and elect those officers it considers necessary.
Formerly: Acts 1935, c.175, s.6; Acts 1939, c.105, s.1. As
amended by P.L.109-1989, SEC.1; P.L.198-1999, SEC.2.