279.380 Board of trustees -- Officers.
488 words·~2 min read·
/ky/chapter-279/279-380A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)The business 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 is a member thereof. The bylaws shall prescribe the number of
trustees, their qualifications, other than those prescribed in this section, the manner
of holding meetings of the board of trustees and of electing 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. Trustees shall not receive any salaries for their services as trustees and,
except in emergencies, shall not receive any salaries for their services in any other
capacity without the approval of the members. The bylaws may, however, prescribe
a fixed fee for attendance at each meeting of the board of trustees and may provide
for reimbursement of actual expenses of attendance.
(2)The trustees of a cooperative named in any articles of incorporation, consolidation,
merger, conversion or combined consolidation and conversion shall hold office
until the next annual meeting of the members and until their successors are elected
and qualify. 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 annual meeting of the members,
except as otherwise provided in KRS 279.310 to 279.600. The trustees so elected
shall be elected in a manner to insure secrecy and anonymity of ballots cast
provided the result of such election is determined by ballot vote. Each trustee shall
hold office for the term for which he is elected and until his successor is elected and
qualifies.
(3)Instead of electing all the trustees annually, the bylaws may provide that one-third
(1/3) of them, or a number as near thereto as possible, shall be elected annually for a
term of three
(3)years.
(4)A majority of the board of trustees shall constitute a quorum.
(5)The board of trustees may exercise all of the powers of a cooperative not conferred
upon the members by KRS 279.310 to 279.600, or its articles of incorporation or
bylaws.
(6)The officers of a cooperative shall consist of a president, vice president, secretary
and treasurer, who shall be elected annually by and from the board of trustees.
When a person holding any such office ceases to be a trustee he shall cease to hold
such office. The office of secretary and of treasurer may be held by the same person.
The board of trustees may also elect or appoint such other officers, agents, or
employees as it deems necessary or advisable and shall prescribe their powers and
duties. Any officer may be removed from office and his successor elected in the
manner prescribed in the bylaws.