2009 California Food and Agricultural Code - Section 54141-54150 :: Article 6. Directors And Management

54141.  The affairs of the association shall be managed by a board
of not less than three directors who are elected by the members or
stockholders.

54142.  The bylaws may provide that the territory in which the
association has members shall be divided into districts and that
directors shall be elected from the several districts. In any such
case, the bylaws shall specify the number of directors to be elected
by each district, the manner and method of reapportioning the
directors and of redistricting the territory covered by the
association.

54143.  The bylaws may provide that primary elections shall be held
to nominate directors. If the bylaws provide that the territory in
which the association has members shall be divided into districts,
the bylaws may also provide that the results of the primary elections
in the various districts shall be final and shall be ratified at the
annual meeting of the association.

54144.  The bylaws may provide that the territory in which the
association has members shall be divided into districts, and that the
directors shall be elected by representatives or advisers, who
themselves have been elected by the members or stockholders from the
several territorial districts. In any such case, the bylaws shall
specify the number of representatives or advisers to be elected by
each district, the manner and method of reapportioning the
representatives or advisers and of redistricting the territory which
is covered by the association.

54145.  The bylaws may provide that one or more directors may be
chosen by any public official or commission or by the other directors
selected by the members. Such director shall represent primarily the
interest of the general public in such associations. The directors
so chosen shall have the same powers and rights as other directors.
Such directors shall not number more than one-fifth of the entire
number of directors.

54146.  The bylaws may provide for an executive committee and may
allot to such committee all the functions and powers of the board of
directors, subject to the general direction and control of the board.

54147.  An association may provide a fair remuneration for the time
which is actually spent by its officers and directors in its service
and for the service of the members of its executive committee.

54148.  If a vacancy on the board of directors occurs except by
expiration of term, the remaining members of the board, by a majority
vote, shall fill the vacancy unless the bylaws provide for an
election of directors by districts. If the bylaws provide for an
election of directors by districts, the vacancy shall be filled by
the election of a director from the district in which the vacancy
occurs or the board of directors may call a special meeting of the
members or stockholders in that district to fill the vacancy.

54149.  The directors shall elect a president, one or more vice
presidents, a secretary, a treasurer, and such other officers as may
be prescribed by the bylaws. Any two or more offices, except those of
president and secretary, may be held by the same person.
   The treasurer may be a bank or any depository and as such, shall
not be considered as an officer, but as a function of the board of
directors. In such case, the secretary shall perform the usual
accounting duties of the treasurer, except that the funds shall be
deposited only as and where authorized by the board of directors.

54150.  Any member may bring charges against an officer or director
by filing them in writing with the secretary of the association,
together with a petition which is signed by five percent of the
members, which requests the removal of the officer or director in
question. The removal shall be voted upon at the next regular or
special meeting of the association and, by a vote of a majority of
the members, the association may remove the officer or director and
fill the vacancy. The director or officer, against whom such charges
have been brought, shall be informed in writing of the charges
previous to the meeting and shall have an opportunity at the meeting
to be heard in person or by counsel and to present witnesses. The
person bringing the charges against him shall have the same
opportunity.
   If the bylaws provide for election of directors by districts with
primary elections in each district, the petition for removal of a
director shall be signed by 20 percent of the members that reside in
the district from which such director was elected. The board of
directors shall call a special meeting of the members that reside in
that district to consider the removal of the director; and by a vote
of the majority of the members of that district, the director in
question shall be removed from office.