§ 801. Board of directors (a) A mutual benefit enterprise shall have a board of directors of at least three individuals unless the enterprise has fewer than three members. If the enterprise has fewer than three members, the number of directors may not be fewer than the number of members. (b) The affairs of a […]
§ 802. No liability as director for mutual benefit enterprise’s obligations A debt, obligation, or other liability of a mutual benefit enterprise is solely that of the enterprise and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, […]
§ 803. Qualifications of directors (a) Unless the organic rules otherwise provide, and subject to subsection (c) of this section, each director of a mutual benefit enterprise shall be an individual who is a member of the enterprise or an individual who is designated by a member that is not an individual for purposes of […]
§ 804. Election of directors and composition of board (a) Unless the organic rules require a greater number: (1) the number of directors that shall be patron members may not be fewer than: (A) one if there are two or three directors; (B) two if there are four or five directors; (C) three if there […]
§ 805. Term of director (a) Unless the organic rules otherwise provide and subject to subsections (c) and (d) of this section and subsection 303(c) of this title, the term of a director expires at the annual members’ meeting following the director’s election or appointment. The term of a director may not exceed three years. […]
§ 806. Resignation of director A director may resign at any time by giving notice in a record to the mutual benefit enterprise. Unless the notice states a later effective date, a resignation is effective when the notice is received by the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 807. Removal of director Unless the organic rules otherwise provide, the following rules apply: (1) Members may remove a director with or without cause. (2) A member or members holding at least 10 percent of the total voting power entitled to be voted in the election of a director may demand removal of the […]
§ 808. Suspension of director by board (a) A board of directors may suspend a director if, considering the director’s course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the enterprise and if the director is engaging or has engaged in: (1) fraudulent conduct with […]
§ 809. Vacancy on board (a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled: (1) notwithstanding subdivision 804(a)(2) and subsection 804(b) of this title, within a reasonable time by majority vote of the remaining directors until the next annual members’ meeting or a special meeting of members […]
§ 810. Remuneration of directors Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under subsection 817(a) of this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 811. Meetings (a) A board of directors shall meet at least annually and may hold meetings inside or outside this State. (b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication if all directors attending the […]
§ 812. Action without meeting (a) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (b) Consent under subsection (a) of this section may be withdrawn by a director in a […]
§ 813. Meetings and notice (a) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (b) Unless the organic rules otherwise provide, notice of the time, date, and […]
§ 814. Waiver of notice of meeting (a) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (b) Unless the organic rules otherwise provide, a director’s participation in a meeting is a waiver of […]
§ 815. Quorum (a) Unless the articles of organization provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. (b) If a quorum of the board of directors is present at the beginning of a meeting, any action […]
§ 816. Voting (a) Each director shall have one vote for purposes of decisions made by the board of directors. (b) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors. (Added 2011, No. 84 (Adj. Sess.), § […]
§ 817. Committees (a) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (b) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a mutual benefit enterprise need not be a […]
§ 818. Standards of conduct and liability (a) A director shall discharge his or her duties as a director, including the director’s duties as a member of a committee: (1) in good faith; (2) with the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a […]
§ 819. Definitions For purposes of this section and sections 819a through 819c of this title: (1) “Control,” including the term “controlled by,” means: (A) having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity whether through the […]
§ 819a. Judicial action (a) A transaction effected or proposed to be effected by the enterprise, or by an entity controlled by the enterprise, may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the enterprise in a proceeding by a member […]
