§ 43-38-618. Officers
The cooperative shall have a president and a secretary who shall not be the same person, and such other officers as may be elected or appointed by the board of directors in accordance with § 43-38-619.
§ 43-38-619. Election or Appointment of Officers
The board of directors shall elect or appoint, in a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, a president, secretary and any other officers or agents the board of directors considers necessary or desirable for the operation and […]
§ 43-38-620. Residency Requirements for Officers
Officers need not be residents of this state or members of the cooperative, unless the articles or bylaws so require. The articles or bylaws may prescribe other qualifications for officers.
§ 43-38-621. Standards for Officers
An officer with discretionary authority shall discharge all duties under that authority: In good faith; With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and In a manner the officer reasonably believes to be in the best interest of the cooperative. In discharging these duties, an officer is […]
§ 43-38-622. Resignation or Removal of Officers
An officer may resign at any time by delivering notice to the cooperative. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the cooperative accepts the future effective date, the cooperative’s board of directors may fill […]
§ 43-38-614. Action Without a Meeting of the Board of Directors
Unless the articles or bylaws provide otherwise, an action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting. If all directors consent to taking the action without a meeting, the affirmative vote for the number of directors that would be necessary to authorize or take the […]
§ 43-38-615. Creation of Committees
Unless the articles or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors who exercise powers of the board of directors must be members of the board of directors and serve at the […]
§ 43-38-616. Standards for Directors
A director shall discharge the duties of the position as a director, including duties as a member of a committee, in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinary prudent person in a like position would exercise under similar […]
§ 43-38-617. Conflict of Interest
A conflict of interest transaction is a transaction with the cooperative in which a director, officer or non-director member of a special litigation committee of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable by the cooperative solely because of the director’s or officer’s interest in the transaction […]
§ 43-38-604. Qualifications of Directors
The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the cooperative, unless the articles of organization or bylaws so prescribe.