2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 77 - Workers' Cooperative Corporations
7716 - Directors and officers.

     § 7716.  Directors and officers.
        (a)  Directors.--
            (1)  The business of the corporation shall be managed by
        a board of not less than five directors, who shall be natural
        persons. At least a majority of the board must be members.
        The first directors shall serve until the first annual
        meeting of the corporation, at which time their successors
        shall be elected by the members of the corporation.
        Thereafter, a director shall hold office for a term of not
        less than one year nor more than three years and until a
        successor is elected and qualified. In an election for
        directors, a member has the right to cast the number of votes
        equal to the number of directors to be elected; and the
        member may cast the whole number of votes for one director or
        may distribute them among several candidates. An election for
        a director shall be by secret ballot. A director may be
        elected to successive terms.
            (2)  Except as otherwise provided in the bylaws:
                (i)  A director shall be elected for a term of at
            least one year, except that the first directors shall
            serve only until the first annual meeting.
                (ii)  Vacancies in the board of directors, including
            vacancies resulting from an increase in the number of
            directors, shall be filled by a majority of the remaining
            members of the board, though less than a quorum. A person
            so elected shall be a director until a successor is
            elected by the members, who shall make such an election
            at the next annual meeting of the members or at a special
            meeting for that purpose.
                (iii)  The meetings of the board of directors may be
            held at a place determined by a majority of the
            directors.
                (iv)  A quorum for the transaction of business
            consists of a majority of the directors in office; and,
            of those present, at least a majority must be members of
            the corporation. The acts of a majority of the directors
            present at a meeting at which a quorum is present are the
            acts of the board of directors.
                (v)  The board of directors may, by resolution
            adopted by a majority of the board, appoint two or more
            directors as an executive committee, which, to the extent
            provided in the resolution, shall have and exercise the
            authority of the board of directors.
                (vi)  An action taken at a meeting of the directors
            or members of the executive committee may be taken
            without a meeting, if consent in writing setting forth
            the action taken is signed by all of the directors or all
            of the members of the executive committee, as the case
            may be. The consent shall be filed with the secretary of
            the corporation.
                (vii)  Each director shall be provided with an
            updated copy of the articles of the corporation along
            with proposed amendments.
            (3)  If the bylaws so provide, the directors of a
        corporation may be classified in respect to the time for
        which they shall hold office. In this case each class shall
        be as nearly equal in number as possible; the term of office
        of at least one class shall expire in each year; and the
        members of a class shall not be elected for a shorter period
        than one year or for a longer period than three years. If, at
        a meeting, directors of more than one class are to be
        elected, each class of directors shall be elected in a
        separate election.
            (4)  A director may be removed from office by the
        affirmative vote of not less than a majority of the members
        present and voting at a regular meeting or a special meeting
        called for that purpose. A director may be removed from
        office for cause by a vote of not less than a majority of the
        directors then in office, but this removal may be reversed by
        a vote by a majority of the members present and voting at a
        special meeting called for that purpose. The bylaws shall
        provide for the filing of charges of cause, the giving of
        notice of the charges, an opportunity to be heard and the
        procedures under which a director may be removed.
        (b)  Officers.--
            (1)  The board shall elect a president, a secretary and a
        treasurer, and may elect one or more vice presidents, and
        other officers as authorized in the bylaws. Officers must be
        members. Any two of the offices of vice president, secretary
        and treasurer may be held by one person.
            (2)  An officer may be removed by the affirmative vote of
        a majority of the directors if, in their judgment, the best
        interest of the corporation will be served by removal.