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272.171 Board of directors -- Election -- Vacancies -- Compensation -Executive committee -- Action taken without meeting.
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The affairs of the association shall be managed by a board of not less than five
(5) directors, elected by the members from their own number or from the
members of any member-association except as provided in subsection (3) of
this section.
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.
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.
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.
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.
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.
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.
Every director of a corporation, by acceptance of election or appointment as a
director, including by service, shall be deemed to have consented to the
jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in
the name of, or on behalf of the corporation.
Effective:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 97, effective July 12, 2012. -Amended 1972 Ky. Acts ch. 112, sec. 4. -- Created 1966 Ky. Acts ch. 208,
sec. 11.
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