17-1611. Board of directors; election from districts; delegates to meetings; compensation of officers and directors; executive committee; vacancy in board of directors. (a) The affairs of the association shall be managed by a board of not less than five directors, elected by the members or voting stockholders from such association's own numbers.
(b) The bylaws 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, either directly or by district delegates elected by the members in that district. In such a case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
(c) The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and the result of all such primary elections must be ratified by the next regular meeting of the association.
(d) The bylaws may take away the right to vote by proxy or by mail, and may provide for the election of delegates to the annual meeting. In all cases where the annual meeting is a delegate meeting a majority of the delegates elected shall constitute a quorum. The bylaws may provide for delegates to district meetings and define their powers. An association may provide for a fair remuneration for the time actually spent by its officers and directors in its service. No director during the term of such director's office shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association, or to any other kind of contract differing from terms generally current in that district.
(e) The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors subject to the general direction and control of the board.
(f) When a vacancy on the board of directors occurs, other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy unless the bylaws provide for an election of directors by district. In such a case the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.
History: L. 1921, ch. 148, § 11; R.S. 1923, 17-1611; L. 1931, ch. 150, § 5; L. 1992, ch. 227, § 11; July 1.
Structure Kansas Statutes
Article 16 - Cooperative Marketing
17-1601 Purpose of cooperative marketing act.
17-1602 Definitions, nonprofit character of associations.
17-1603 Incorporation of associations.
17-1604 Purposes of association.
17-1605 Powers of association.
17-1606 Members or stockholders.
17-1607 Articles of incorporation.
17-1612 Officers; requirements; elections.
17-1613 Certificate of membership; stock and stockholders.
17-1614 Removal of director or officer.
17-1615 Matters subject to referendum, when.
17-1616 Marketing contracts; injunction to prevent breach.
17-1617a Interest in other cooperative association or corporation.
17-1618 Annual report; annual report fee. [See Revisor's Note]
17-1621 Adoption of act by existing corporations.
17-1625 Application and recording fee.
17-1626 Conflicting laws not to apply; exemptions under existing laws to apply.
17-1627 Limitation of use of term "co-operative."
17-1628 Application of general corporation code.
17-1630 Meetings of stockholders and directors; resident agent.
17-1631 Dissolution for failure to carry on business; receivers.
17-1632 Contracts fixing resale prices.
17-1635 Same; invalidity of part.
17-1636 Disposition of property, assets and good will; notice to stockholders.
17-1637 Merger or consolidation of cooperative associations and corporations.
17-1639 When mergers effective; rights and liabilities to surviving association.
17-1640 Surviving association right to issue bonds or other obligations.