13.1-324 - Directors generally; executive committee. - Virginia Statutes

§ 13.1-324. Directors generally; executive committee.

(a) The business of the association shall be managed by a board of not lessthan five directors. The directors, with the exception of the publicdirectors, shall be elected from the membership of the association or fromthe officers, directors or membership of a member association. The bylawsshall provide that one or more directors shall be appointed by the Directorof the State Agricultural Extension Service. The director or directors soappointed shall be known as public directors. They need not be members of theassociation, or officers, directors or members of a member association, butshall have the same powers and rights as the directors elected by themembers. A director shall hold office for the term for which he was appointedor elected and until his successor is elected, or appointed, and qualified.

(b) The names of the first directors shall be stated in the articles ofincorporation. Their successors shall be elected by the members at the firstmeeting of the members held after the incorporation of the association.

(c) The number, qualifications, terms of office, manner of election orappointment, time and place of meeting and the powers and duties of thedirectors may, subject to the provisions of this Act and the articles ofincorporation, be prescribed by the bylaws.

(1) Except as otherwise prescribed in the bylaws, a director shall be electedor appointed for a term of one year.

(2) Except as otherwise prescribed in the bylaws, vacancies in the board,other than by expiration of term, shall be filled by the remaining members ofthe board, unless the bylaws provide for the election of directors bydistricts, in which case the board shall call a special meeting of themembers or delegates in the district to elect a person qualified to fill thevacancy. A director elected by the remaining members of the board shall serveuntil his successor is elected by the members at their next annual meeting orat any special meeting called and held prior thereto. This subsection shallnot apply, however, to public directors; any vacancies occurring in theoffice of a public director shall be filled in the same manner as theoriginal appointment was made.

(d) The bylaws may provide that the territory in which the association hasmembers shall be divided into districts and that the directors shall beelected according to such districts, either directly or by district delegateselected by the members in that district. In such case, the bylaws shallspecify, or vest in the board of directors authority to determine, the numberof directors to be elected by each district and the manner and method ofapportioning the directors and of districting and redistricting the territorycovered by the association. The bylaws may provide that primary electionsshall be held in each district to nominate the directors apportioned theretoand that the result of all such primary elections may be ratified by the nextregular meeting of the association or may be considered as a final election.

(e) The bylaws may provide for an executive committee to be elected by theboard of directors from their number and may allot to such committee all thefunctions and powers of the board subject to its general direction andcontrol.

(Code 1950, §§ 13-266, 13-267; 1956, c. 428.)