§ 17-10-217 — Election of directors

(a) Directors shall be elected for the term, at the time,
and in the manner provided in this section and the bylaws. A
majority of the directors shall be members and at least one (1)
director shall be elected exclusively by the members holding
patron membership interests. The voting authority of the
directors may be allocated according to allocation units or
equity classifications of the cooperative provided that at least
one-half (1/2) of the voting power on general matters of the
cooperative shall be allocated to one (1) or more directors
elected by members holding patron membership interests or in the
alternative the one (1) or more directors elected by the members
holding patron membership interests shall have an equal or shall
not have a minority voting power on general matters of the
cooperative.
(b) Directors shall be elected at the regular members'
meeting for the terms of office prescribed in the bylaws. Except
for directors elected at district meetings, all directors shall
be elected at the regular members' meeting.
(c) For a cooperative with districts or other units,
members may elect directors on a district or unit basis if
provided in the bylaws. The directors may be nominated or
elected at district meetings if provided in the bylaws.
Directors who are nominated at district meetings shall be
elected at the annual regular members' meeting by vote of the
entire membership, unless the bylaws provide that directors who
are nominated at district meetings are to be elected by vote of
the members of the district at the annual regular members'
meeting.
(d) The following shall apply to alternative voting:
(i) A member may not vote other than by their
presence at a meeting for a director unless alternative voting
is authorized for election of directors by the articles or
bylaws;
(ii) The ballot shall be in a form prescribed by the
board;
(iii) The member shall mark the ballot for the
candidate chosen and mail the ballot to the cooperative in a
sealed plain envelope inside another envelope bearing the
member's name, or shall vote in the alternative manner
prescribed by the board;
(iv) If the ballot of the member is received by the
cooperative on or before the date of the regular members'
meeting, the ballot shall be accepted and counted as the vote of
the absent member.
(e) If a member of a cooperative is not a natural person,
and the bylaws do not provide otherwise, the member may appoint
or elect one (1) or more natural persons to be eligible for
election as a director to the board.