Oklahoma § 18-437.8 - Board of trustees

§ 18-437.8. Board of trustees

(a) The business and affairs of a cooperative shall be managed

by a board of not less than five (5) trustees, each of whom shall be

a member of the cooperative or of another cooperative which shall be

a member thereof. The bylaws shall prescribe the number of

trustees, their qualifications, other than those provided for in

this act, the manner of holding meetings of the board of trustees

and of the election of successors to trustees who shall resign, die,

or otherwise be incapable of acting. The bylaws may also provide

for the removal of trustees from office and for the election of

their successors. Without approval of the members, trustees shall

not receive any salaries for their services as trustees. The bylaws

may, however, provide that a fixed fee and expenses of attendance,

if any, may be allowed to each trustee for attendance at each

meeting of the board of trustees and such other meetings, seminars,

workshops, conferences or for other business purposes authorized by

the board of trustees.

(b) The trustees 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. 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 trustees to hold

office until the next following annual meeting of the members,

except as hereinafter otherwise provided. Each trustee shall hold

office for the term for which he is elected or until his successor

shall have been elected and qualified.

(c) The officers of a cooperative shall consist of a president,

secretary and treasurer, who shall be elected annually by and from

the board of trustees. No person shall continue to hold any of the

above offices after he shall have ceased to be a trustee. The

offices of secretary and/or treasurer may be held by the same

person. The board of trustees may also elect or appoint a chief

executive or operating officer or such other officers, agents, or

employees, whether or not such persons are trustees of the

cooperative, as it shall deem necessary or advisable and shall

prescribe the powers and duties thereof. Any officer may be removed

from office and his successor elected in the manner prescribed in

the bylaws. Vacancies in office may be filled by the board of

trustees.

(d) The bylaws may provide that, in lieu of electing the whole

number of trustees annually, the trustees shall be divided into

three classes at the first or any subsequent annual meeting, each

class to be as nearly equal in number as possible, with the term of

office of the trustees of the first class to expire at the next

succeeding annual meeting and the term of the second class to expire

Oklahoma Statutes - Title 18. Corporations

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 trustees 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.

(e) A majority of the board of trustees shall constitute a

quorum.

(f) If a husband and wife hold a joint membership in a

cooperative, either one, but not both, may be elected a trustee.

(g) The board of trustees may exercise all of the powers of a

cooperative except such as are conferred upon the members by this

act, or its articles of incorporation or bylaws.

Laws 1939, p. 260, § 9; Laws 1955, p. 151, § 1. Amended by Laws

1990, c. 202, § 1, emerg. eff. May 10, 1990.