§ 65-29-111 — Board of directors

(a) The business and affairs of a cooperative shall be managed by a board of not less than five (5) directors, each of whom shall be a member of the cooperative or of another cooperative which is a member. The bylaws shall prescribe the number of directors, their qualifications and area of representation, other than those provided for in this chapter, the manner of holding meetings of the board of directors, and of the election of successors to directors who shall resign, die or otherwise be incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors. Without approval of the members, directors shall not receive any salaries for their services as directors and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation, without approval of the members. The bylaws may, however, provide that a fixed fee and expenses of attendance, if any, be allowed to each director for attendance at each meeting of the board of directors. (b) The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified; provided, that in the case of a corporation being converted under § 65-29-117 , the directors can be named in the articles of conversion for staggered terms of from one (1) to three (3) years if same is allowed by the converting corporation's current bylaws. At each annual meeting or special meeting, or annual election if so provided by the bylaws, called for the election of directors, or, in case of failure to hold the annual meeting, or annual election, as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next following annual meeting of the members, except as hereinafter otherwise provided. Each director shall hold office for the term for which such director is elected or until a successor shall have been elected and qualified. (c) The bylaws may provide that, in lieu of electing the whole number of directors annually, the directors shall be divided into two (2) classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting and the term of the second class to expire at the second succeeding annual meeting. At each annual meeting, or annual election if so provided by the bylaws, after such classification a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting. Or the bylaws may provide that in lieu of electing the whole number of directors annually, the directors shall be divided into three (3) classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting, the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting. At each annual meeting, or annual election if so provided by the bylaws, after such classification a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office for three (3) years or until the third succeeding annual meeting. (d) A majority of the board of directors shall constitute a quorum. (e) If a husband and wife hold joint membership in a cooperative, pursuant to appropriate bylaws provision, either one, but not both, may be elected as director. (f) The board of directors may exercise all of the powers of a cooperative except such as are conferred upon the members by this chapter, or its articles of incorporation or bylaws. (g) In any cooperative organized under this section for such election to be held, which provides service in five (5) or more counties, including a county containing and physically divided by a United States government corps of engineers dam and reservoir project of thirty-four thousand (34,000) acres or more, and which serves less than twenty thousand (20,000) subscribers as of April 15, 1986, all contested elections for members of the board of directors shall be held on voting machines and under the supervision of the election commission. Any election contest pursuant to this subsection (g) shall be filed and tried by the criminal court of the county where the election occurs. The board of directors is hereby authorized to contract with any county election commission, or the employees thereof, affected by the terms of this subsection (g) for the purpose of holding an election pursuant to this subsection (g).

Legislative History

Acts 1961, ch. 330, § 10; 1973, ch. 157, § 4; T.C.A., § 65-2911; Acts 1986, ch. 800, § 1.