§ 10-15-25 — Directors - Number, election, removal, and vacancies

North Dakota § 10-15-25

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-15: Cooperative Associations

Text

1. The business and affairs of a cooperative shall be managed by a board of directors.
Every director shall be a member or a representative of a member who is other than a
natural person. The bylaws shall prescribe any other qualifications for directors and
may provide that directors be from specified territorial districts.
2. The number of directors shall not be less than five, provided that in a cooperative with
less than fifty members, the number of directors shall not be less than three. However,
the number of directors required of a cooperative association shall never be greater
than the number of members of the association. Subject to such limitation, the number
shall be fixed in the articles, or if the articles so provide, in the bylaws.
3. The directors constituting the temporary board, named in the articles, shall hold office
until the first member meeting. At that meeting and thereafter, directors shall be
elected by the members at a member meeting in the manner and for the terms
provided in the bylaws. If the bylaws provide that directors be from specified territorial
districts, the articles may limit voting for any director to members from within the
territorial district from which such director is to be elected. Unless the bylaws provide
otherwise, a director's term of office shall be one year. Each director shall hold office
for the term for which elected and until a successor takes office. The bylaws may
permit selection of alternates to take the place of directors absent at a meeting of the
board.
4. Unless the bylaws provide otherwise, a director may be removed upon a majority vote
of all members.
5. Unless the bylaws provide otherwise, any vacancy existing in the board may be filled
until the next annual meeting by appointment by a majority vote of the directors then in
office.