CORPORATIONS 993

from their own number at such time and for such term of office as the
by-laws may prescribe. The by-laws may provide that the territory in
which the association has members shall be divided into districts and that
the directors shall be elected according to such districts. In such case by-
laws shall specify the number of directors to be elected by each district,
the manner and method of reapportioning the directors and of redistrict-
ing the territory covered by the association. The by-laws shall provide that
primary elections shall be held in each district to nominate a number of
directors greater than the number to be elected in such district and the
result of all such primary elections must be ratified by majority vote of
the members present at the next regular meeting of the association. An
association may provide a fair remuneration for the time actually spent
by its officers and directors in its service. No director, during the term
of his office, shall be a party to a contract for profit with the association
differing in any way from the business relations accorded regular mem-
bers or holders of common stock of the association. When a vacancy on
the board of directors occurs, other than by expiration of term, the remain-
ing members of the board, by a majority vote, shall fill the vacancy, unless
the by-laws provide for an election of directors by districts. In such case
the board of directors shall immediately call a special meeting of the mem-
bers or stockholders in that district to fill the vacancy.

An. Code, 1924, sec. 430. 1922, ch. 197, sec. 480.

442. In its by-laws each association shall provide for one or more
regular meeting annually. The board of directors shall have the right to
call a special meeting at any time, and ten per cent of the members or
stockholders may file a petition stating the specific business to be brought
before the association and demand a special meeting at any time. Such
meeting must thereupon be called by the directors. Notice of all meetings,
shall be mailed to each member at least ten days prior to the meeting and
in case a special meeting is called, said notice shall be accompanied by a
statement of the purposes therein.

An. Code, 1924, sec. 431. 1922, ch. 197, sec. 481.

443. The directors shall elect from their number annually a president
and one or more vice-presidents. They shall also elect a secretary and a
treasurer, who need not be directors and they may combine the two latter

offices and designate the combined office as secretary-treasurer.

An. Code, 1924, sec. 432. 1922, ch. 197, sec. 482.

444. Any member may bring charges against an officer or director by
filing them in writing with the secretary of the association, together with
a petition signed by ten per cent of the members, not exceeding twenty-five
persons requesting the removal of the officer or director in question. The
removal shall be voted upon at the next regular or special meeting of the
association, and, by a vote of a majority of the members present, the asso-
ciation may remove the officer or director and fill the vacancy. The direc-
tor or officer against whom such charges have been brought shall be in-
formed in writing of the charges previous to the meeting and shall have
an opportunity at the meeting to be heard in person or by counsel and to
present witnesses; and the person or persons bringing the charges against
him shall have the same opportunity.
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