§ 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 […]
§ 43-38-701. Derivative Actions
A member may not commence a proceeding in the name of a domestic cooperative, unless the member was a member of the cooperative when the transaction complained of occurred, or unless the member becomes a member through transfer by operation of law from one who was a member at that time.
§ 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 […]
§ 43-38-604. 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.