BOARD OF DIRECTORS
Section 1. GENERAL POWERS.
The business and affairs of the Cooperative shall be managed by a board of directors which shall exercise all of the powers of the Cooperative except such as are by law, the Articles of Incorporation of these Bylaws conferred upon or reserved to the members.Section 2. ELECTION AND TENURE OF OFFICE.
The persons named as directors in the Articles of Incorporation shall compose the Board of Directors until their successors shall have been elected and shall have annual meetings of the members. The Board Directors shall cause the entire area served by the Cooperative to be divided into no less than seven (7) or more than nine (9) districts as of equal member population as may be practical, from each of which districts one (1) Director shall be elected to serve for a term of three (3) years, and until their successor has been elected, or in the case of a vacancy, for the duration of the unexpired term. No member shall vote for any person for the office of Director unless the nominee is a resident of the election district in which the member resides. Directors shall be elected by receiving a plurality of the vote of the voting members residing in the respective election district.Section 3. QUALIFICATIONS.
No person shall be eligible to become or remain a Board member of the Cooperative who:
Upon establishment of the fact that a Board member is holding the office in violation of any of the foregoing provisions, the Board shall remove such Board member from office. Nothing contained in this section shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board.Section 4. NOMINATIONS.
It shall be the duty of the board of Directors to appoint a committee on nominations consisting of one (1) member from each of the Director districts of the Cooperative plus one (1) alternate from each Director district in which an election is being held at said meeting. No member of the Board of Directors may serve on such committee. The Secretary shall promptly cause to be mailed to the members of the Cooperative a letter informing them of the membership of the nominating committee the date and time and location of its meeting, and a list of Director districts in which elections are to be held, and the procedure for nominations. The committee shall prepare and post at the principal office of the Cooperative at least thirty (30) days before the meeting, a list of nominations for Director, which said list shall consist of one (1) or more qualified candidates from each election district in which the term of the incumbent Director shall expire at the next annual meeting of the members. Any fifteen (15) or more members from any district acting together may make other nominations for Director in their district by petition not less than twenty-five (25) days prior to the meeting and the Secretary shall mail with the notice of the meeting or separately, but at least seven (7) days before the date of the meeting a statement of the number of Directors to be elected and the names and addresses of the qualified candidates, specifying separately the nominations made by the committee on nominations and also the nominations made by petition, if any.Section 5. REMOVAL OF DIRECTORS BY MEMBERS.
The members have the power to remove any Director for just cause reasonably and directly related to the duties of the position. Any member may file such charges against a Director by filing in writing with the Secretary a petition, signed by 20% or more of the members residing in that Directors district, requesting removal of the director. The President of the Board shall then appoint a Committee of five Directors to review the charges and conduct such investigation as is necessary to determine within 30 days whether probable cause exists as to the grounds for removal. If probable cause is not found the petition shall be rejected. If probable cause is found then proper notice of the charges andmeeting shall be provided to the interested members in accord with Aricle III, Section 2 and the removal shall be voted upon at a special Members meeting held not less than 50 days nor more than 90 days after the finding of probable cause. The Board of Directors may also call for a special Members meeting for this purpose if it finds that probably cause exists for the removal of a director.
The Director against whom charges have been brought shall be informed in writing of the charges upon their filing. Both the Director and the Member or Members bringing the charges shall have an opportunity at the Members meeting to be heard in person or by counsel and to present evidence. After presentation of evidence the members shall vote on whether the Director shall be removed from office, and removal shall be effected by a majority vote of those members residing in that Directors district and present at the meeting. The vacancy created by any such removal shall be filled by the members of that District at a subsequent special meeting called for that purpose.Section 6. VACANCIES.
Subject to the provisions of these Bylaws, with respect to the filling of vacancies, a vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors until the next annual meeting of the members, unless the vacancy is caused by removal of the director by members in accord with Article IV, Secion 5.Section 7. COMPENSATION.
Board members shall not receive any salary for their services as such, except that the Board of Directors may by resolution authorize a fixed sum for each day or portion thereof spent on Cooperative business. Reimbursement for expenses actually and necessarily incurred in carrying out such cooperative business or granted a reasonable per diem allowance by the Board in lieu of detailed accounting of such expenses, and participation in insurance programs offered to employees. No Board member shall receive compensation for serving the Cooperative in any other capacity, unless the payment and amount of compensation shall be specifically authorized by a vote of the members or the service by the Board member shall have been certified by the Board as an emergency measure.