Title 10 – Corporations and Associations

Chapter 19 – Not for Profit Corporations and associations, Cooperatives and Fraternal and Benevolent societies

Article 2 – Electric Cooperative Nonprofit Membership Corporations

• A. The business of a cooperative shall be managed by a board of directors. Unless the bylaws provide otherwise, each of the directors shall be a member of the cooperative or of another cooperative that is a member. The bylaws shall prescribe the number of directors, their qualifications other than those prescribed in this article and the manner of holding meetings of the board of directors and of electing successors to directors who resign or die or who are otherwise incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors.
• B. Unless the bylaws provide otherwise, the directors shall not receive salaries for services as directors and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation without the approval of the members. The bylaws may allow a payment of a fee and provide that expenses of attendance may be allowed to each director for attendance at each meeting of the board of directors.
• C. The directors of a cooperative named in the articles of incorporation, consolidation, merger or conversion shall hold office until successors are elected and qualify. The bylaws shall prescribe the manner of electing directors and the number and terms of the directors, including whether the terms are staggered. If stated in the bylaws, at each annual meeting, or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members, except as otherwise provided in this article. Each director shall hold office for the term for which the director is elected and until a successor is elected and qualifies. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the cooperative. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.
• D. A majority of the board of directors shall constitute a quorum.
• E. If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.
• F. The board of directors may take any action without a meeting if the action would be allowed at a meeting and if before the board takes the action all of the directors who are normally required to approve the action at a meeting provide prior consent by signing a written statement that explains and approves the action.
• G. The board of directors may exercise all the powers of a cooperative not conferred upon the members by this article, or its articles of incorporation or bylaws.
• H. Any person who serves as a director or officer or who serves on a board or council in an advisory capacity to the cooperative or board of directors of a cooperative is immune from civil liability and is not subject to a suit directly or by way of contribution for any act or omission that results in damage or injury if that person was acting in good faith and within the scope of that person’s official capacity and the damage or injury was not caused by the wilful conduct or gross negligence of that person. Nothing in this subsection limits or modifies in any manner the duties or liabilities of a director or person who serves in any advisory capacity to the cooperative or the cooperative members. For the purposes of this subsection, "official capacity" means any decision, act or event the cooperative undertakes in furtherance of the purposes for which the cooperative is organized or operating.