Missouri § 394.140 - Directors to manage cooperative.

§ 394.140. Directors to manage cooperative.

1.  The business and affairs of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative.  The bylaws shall prescribe the number of directors, their qualifications, other than those provided for in this chapter, the manner of holding meetings of the board of directors and of the election of successors to directors who shall resign, die, or otherwise be incapable of acting.  The bylaws may also provide for the removal of directors from office and for the election of their successors.  Without approval of the members, directors shall not receive any salaries for their services as directors.  The bylaws may, however, provide that a fixed fee and expenses of attendance, if any, may be allowed to each director for attendance at each meeting of the board of directors.

2.  The directors of a cooperative named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors shall have been elected and qualified.

3.  The bylaws shall provide that the directors shall be divided into three classes, each class to be as nearly equal in number as possible, with the term of office of the directors of the first class to expire at the next succeeding annual meeting and the term of the second class to expire at the second succeeding annual meeting, and the term of the third class to expire at the third succeeding annual meeting.  At each annual meeting after such classification a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting.

4.  A majority of the board of directors shall constitute a quorum.

5.  If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.

6.  The board of directors may exercise all of the powers of a cooperative except such as are conferred upon the members by this chapter, or its articles of incorporation or bylaws.

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(RSMo 1939 § 5395)

(1965) This section construed to authorize payment of salaries to directors when approved by the members. Triplett v. Grundy Electric Cooperative, Inc. (A.), 389 S.W.2d 401.

---- end of effective  28 Aug 1939 ----

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