There is a newer version of the Kentucky Revised Statutes
2009 Kentucky Revised Statutes
CHAPTER 272 COOPERATIVE CORPORATIONS AND ASSOCIATIONS
272.171 Board of directors -- Election -- Vacancies -- Compensation -- Executive committee -- Action taken without meeting.
Download pdfany member-association except as provided in subsection (3) of this section. (2) 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 according to
these districts, either directly or by district delegates elected by the members in that
district. In that case the bylaws shall specify the number of directors to be elected by
each district, the method of apportioning the directors and of districting the territory
covered by the association. The bylaws may provide that primary elections shall be
held in each district to elect the directors and that the result of primary elections
may be ratified by the next regular meeting of the members of the association or
may be considered final as to the association. (3) The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their
delegates. These directors shall represent primarily the interest of the general public
in the association. The director appointed need not be a member of the association,
but shall have the same rights as other directors. Such directors shall not number
more than one-fifth (1/5) of the entire number of directors. (4) When a vacancy on the board occurs other than by expiration of term, the remaining members of the board shall fill the vacancy for the unexpired term or until the next
regular or special meeting of the members, whichever occurs first, by an affirmative
vote of not less than a majority of those members present and voting at a duly called
regular or special meeting. If the bylaws provide for an election of directors by
district, the board shall immediately call a special meeting of the members in that
district to fill the vacancy. (5) An association may provide a fair remuneration for the time actually spent by its officers and directors in its service, and for the service of the members of its
executive committee. No director, during the term of his office, shall be a party to a
contract for profit with the association differing in any way from the business
relations accorded regular members of the association or others, or differing from
terms generally current in that district. (6) The bylaws may provide for an executive committee and may allot to it all the functions and powers of the board, subject to the general direction and control of
the board. (7) Unless otherwise restricted by the articles of incorporation, or bylaws, any action required or permitted to be taken at any meeting of the board or any committee
thereof may be taken without a meeting if a written consent thereto is signed by all
members of the board or of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the board or committee. History: Amended 1972 Ky. Acts ch. 112, sec. 4. -- Created 1966 Ky. Acts ch. 208, sec. 11.
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