§ 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 […]
§ 43-38-604. 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.
§ 43-38-605. Number of Directors
The board shall have not less than three (3) directors.
§ 43-38-606. Election of Directors — Alternative Voting
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 shall be as […]
§ 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 […]
§ 43-38-601. Powers
All powers shall be exercised by or under the authority of, and the business and affairs of the cooperative shall be managed by or under the direction of the board of directors, subject to subsection (b) and any limitations set forth in the articles or bylaws agreement. A cooperative shall be board-managed, as designated in […]