§ 43-38-607. Filling Vacancies
If a patron member director’s position becomes vacant for a director who was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director’s position until the next regular or special members’ meeting; provided however, that if there is only one (1) patron member director, a special members’ […]
§ 43-38-608. Resignation of Directors
A director may resign at any time by delivering written notice to the board of directors, its chair or president, or to the corporation. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.
§ 43-38-609. Removal of Directors
The members electing a director may remove the director at a members’ meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal. If a director is elected exclusively by the members holding patron membership interests, only the patron members may participate in the vote to […]
§ 43-38-610. Compensation of Directors
Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.
§ 43-38-611. Limitation of Director’s Liability
A director’s personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles, except as provided in subsection (b). The articles may not eliminate or limit the liability of a director for: A breach of the director’s duty of loyalty […]
§ 43-38-612. Meetings of the Board of Directors — Place — Electronic Communication — Special Meetings — Notice — Waiver of Notice
Meetings of the board of directors may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board of directors may select or by any means described in subsection (b). If the board of directors fails to select a place for a […]
§ 43-38-613. Quorum of the Board
Unless the articles or bylaws require a different number, a quorum of a board of directors consists of: A majority of the fixed number of directors, if the cooperative has a fixed board size; or A majority of the number of directors prescribed under the articles or bylaws, or if no number is prescribed, the […]
§ 43-38-602. Agency of Members in the Cooperative
Unless the articles provide otherwise, no member is an agent of the cooperative for the purpose of its business, other than a member designated by the board of directors, including the execution in the cooperative name of any instrument, for apparently carrying on in the usual way the business of the cooperative of which the […]
§ 43-38-603. Goverance of Cooperative
A cooperative shall be governed by its board of directors, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members.
§ 43-38-526. Determination of the Owners of Membership Interests
The articles or bylaws may fix a “record date” for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting, to demand a meeting, to vote or to take any other action. When a date is so fixed, only members on that date are entitled to […]