MARVIN MANDEL, Governor

375

and, except in emergencies, shall not be employed by the
cooperative in any capacity involving compensation
without the approval of the members. The bylaws MAY
provide that a fixed fee and expenses of attendance may
be allowed to [reach] EACH director for attendance at
each meeting of the board of directors.

(b)   Terms of office in general. —The directors of
a cooperative named in any articles of incorporation,
consolidation, merger or conversion, shall hold office
until the next annual meeting of the members and until
their successors are 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
directors to hold office until the next annual meeting of
the members, except as otherwise provided in this
[subheading] ACT. Each director shall hold office for
the term for which he is elected and until his successor
is elected and qualifies.

(c)   Staggering terms of office; filling of vacancy.
—Instead of electing all the directors annually, the
bylaws may 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 for three
years or until the third succeeding annual meeting. If
a vacancy occurs in the board of directors, the remaining
directors shall elect a director to fill the vacancy for
the remainder of the term for which the vacating director
was elected.

(d)   Quorum. —A majority of the board of directors
shall constitute a quorum.

(e)    Spouses holding joint membership. —If a
husband and wife hold a joint membership in a
cooperative, either one, but not both, may be elected a
director.

(f)   Powers. —The board of directors may exercise
all of the powers of a cooperative not conferred upon the
members by this [subheading] ACT or its articles of
incorporation or bylaws.

[391] 13. Districts.

The bylaws may provide for the division of the
territory served or to be served by a cooperative into
two or more districts for any purpose, including, without