§ 8-1-17-7 — Board of directors

(a) Each cooperative corporation formed under
this chapter shall have a board of directors, which board shall
constitute the governing body of the cooperative corporation. The
directors of a local cooperative corporation must be members, or if the
cooperative 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 cooperative corporation.
Directors other than those named in the cooperative corporation's
articles of incorporation shall be elected by the cooperative
corporation's members.
(b) Unless the bylaws of the cooperative corporation provide
otherwise, such directors shall be elected annually. The bylaws may
provide that the directors may hold office for any stated period not
exceeding three (3) years, and be so elected that the terms of only part
of such directors shall expire at any one (1) time and that only enough
directors to succeed those whose terms are about to expire need be
elected in any year.
(c) The bylaws may provide that the area in which the members of
the cooperative corporation reside shall be apportioned into districts
and prescribe the procedure by which the members residing in any one
(1) district may nominate a director.
(d) 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 as such and provide that the same be
paid them respectively. The officers, directors, and members of the
executive committee shall be entitled to reimbursement for expenses
incurred by them in the performance of their duties whether or not the
bylaws provide that they be remunerated for their time spent in such
performance.
(e) The board shall annually designate and elect those officers it
considers necessary.
Formerly: Acts 1951, c.193, s.7. As amended by P.L.97-1993,
SEC.4; P.L.145-1999, SEC.2; P.L.198-1999, SEC.4; P.L.14-2000,
SEC.25.