The business and affairs of a cooperative shall be managed by a board of not less than five trustees, each of whom shall be a member of the cooperative or of another cooperative which shall be a member thereof, or a person designated by the governing body or board of directors of a municipality or other corporation, respectively, which is a member thereof. The bylaws shall prescribe the number of trustees, their qualifications, other than those provided for in this chapter, 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. The bylaws may establish a procedure for nominating candidates for the board of trustees and if the bylaws contain such a procedure, they may prohibit nominations from the floor on the day of an annual, district, or area meeting. The board of trustees may establish a fixed fee and expenses of attendance, if any, to be paid to each trustee for attendance at each meeting of the board of trustees, at national, regional, or state meetings of electric cooperatives, at meetings for the purpose of training or educating trustees sponsored by the cooperative or by organizations in which the cooperative is a member, or organizations which provide such training and education to trustees of cooperatives or for time expended otherwise performing their duties. The cooperative may also provide fringe benefits such as insurance for trustees who are serving or who have served the cooperative as a trustee. Except for said fixed fees, expenses, and fringe benefits, trustees shall not receive any salaries for their services as trustees and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation without prior approval by the members or under procedures approved by the members, which procedures may include delegation of such authority to the board of trustees. 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, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, or at an area or district meeting, 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. The bylaws may provide that, in lieu of electing the whole number of trustees annually, the trustees shall be divided into 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 to be staggered. At each annual, district or area 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. A majority of the board of trustees shall constitute a quorum. If a husband and wife hold joint membership in a cooperative, pursuant to appropriate bylaw provision, either one, but not both, may be elected as a trustee. The board of trustees 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.
Last modified: May 3, 2021