274.110. Directors to manage affairs of association.

MISSOURI STATUTES AND CODES

274.110. Directors to manage affairs of association.

Directors to manage affairs of association.

274.110. 1. The affairs of the association shall be managedby a board of not less than five directors, elected by themembers from their own number.

2. The bylaws may provide that the territory in which theassociation has members shall be divided into districts and thatthe directors shall be elected according to such districts,either directly or by district delegates elected by the membersof that district. In such a case the bylaws shall specify thenumber of directors to be elected by each district, the mannerand method of reapportioning the directors and of redistrictingthe territory covered by the association. The bylaws may providethat primary elections shall be held in each district to electthe directors apportioned to such districts and that the resultof all such primary elections may be ratified by the next regularmeeting of the association or may be considered final as to theassociation.

3. The bylaws may provide that one or more directors may beappointed by any public official or commission or by the otherdirectors selected by the members or their delegates. Suchdirectors shall represent primarily the interest of the generalpublic in such associations. The directors so appointed need notbe members of the association, but shall have the same powers andrights as other directors. Such directors shall not number morethan one-fifth of the entire number of directors.

4. An association may provide a fair remuneration for thetime actually spent by its officers and directors in its serviceand for the service of the members of its executive committee.

5. No director, during the term of his office, shall be aparty to a contract for profit with the association differing inany way from the business relations accorded regular members ofthe association, or differing from terms generally current inthat district. The bylaws may provide that no director shalloccupy any position in the association, except the president andsecretary on regular salary or substantially full-time pay.

6. The bylaws may provide for an executive committee and mayallot to such committee all the functions and powers of the boardof directors, subject to the general direction and control of theboard.

7. When a vacancy on the board of directors occurs otherthan by expiration of term, the remaining members of the board,by a majority vote, shall fill the vacancy, unless the bylawsprovide for the election of directors by district. In such acase the board of directors shall immediately call a specialmeeting of the members or stockholders in that district to fillthe vacancy.