394.140. Directors to manage cooperative. - Missouri Statutes

Directors to manage cooperative.

394.140. 1. The business and affairs of a cooperative shallbe managed by a board of not less than five directors, each ofwhom shall be a member of the cooperative. The bylaws shallprescribe the number of directors, their qualifications, otherthan those provided for in this chapter, the manner of holdingmeetings of the board of directors and of the election ofsuccessors to directors who shall resign, die, or otherwise beincapable of acting. The bylaws may also provide for the removalof directors from office and for the election of theirsuccessors. Without approval of the members, directors shall notreceive any salaries for their services as directors. The bylawsmay, however, provide that a fixed fee and expenses ofattendance, if any, may be allowed to each director forattendance at each meeting of the board of directors.

2. The directors of a cooperative named in any articles ofincorporation, consolidation, merger or conversion, as the casemay be, shall hold office until the next following annual meetingof the members or until their successors shall have been electedand qualified.

3. The bylaws shall provide that the directors shall bedivided into three classes, each class to be as nearly equal innumber as possible, with the term of office of the directors ofthe first class to expire at the next succeeding annual meetingand the term of the second class to expire at the secondsucceeding annual meeting, and the term of the third class toexpire at the third succeeding annual meeting. At each annualmeeting after such classification a number of directors equal tothe number of the class whose term expires at the time of suchmeeting shall be elected to hold office until the thirdsucceeding annual meeting.

4. A majority of the board of directors shall constitute aquorum.

5. If a husband and wife hold a joint membership in acooperative, either one, but not both, may be elected a director.

6. The board of directors may exercise all of the powers ofa cooperative except such as are conferred upon the members bythis chapter, or its articles of incorporation or bylaws.

(RSMo 1939 § 5395)

(1965) This section construed to authorize payment of salaries to directors when approved by the members. Triplett v. Grundy Electric Cooperative, Inc. (A.), 389 S.W.2d 401.