TITLE 3

Agriculture

Cooperative Agricultural Associations or Corporations

CHAPTER 85. CORPORATION LAW FOR COOPERATIVE AGRICULTURAL ASSOCIATIONS

Subchapter II. Directors and Officers


(a) The board of directors of each association shall consist of not less than 5 members. The board shall manage the affairs of the association and shall perform such other duties as are specifically imposed upon the board by this chapter.

(b) The bylaws of the association shall provide a method by which directors shall be nominated and elected, and may provide that the territory in which the association has stockholders shall be divided into districts, and may apportion the directors to be elected to the respective districts on the basis either of the number of stockholders or the quantity of the commodities produced for sale through the association in the respective districts. Meetings for the nomination and election of directors may be held by the stockholders either at the principal office of the corporation, or at district or local meetings of the stockholders held at the usual meeting places of local groups of stockholders that are organized for administrative purposes in the several communities, or by delegates or representatives chosen for that purpose by the stockholders in meetings assembled in the several local communities, as the bylaws may direct. Directors shall hold office until their successors enter upon the discharge of their duties. Vacancies shall be filled for the unexpired terms by the board of directors at any regular meeting, or at any special meeting called for that purpose.

(c) The board of directors shall be a continuing body, the term of one-third, or as near as may be, of whom shall expire each year, and the bylaws of the association shall so regulate the terms of directors, including the terms of additional directors that may be authorized from time to time, in order to make this principle effective.

41 Del. Laws, c. 132, § 13; 3 Del. C. 1953, § 8521.;

The officers of every association shall include a president, vice-president, secretary and treasurer, who shall be appointed annually by the board of directors. The president and vice-president shall be appointed from among the directors. The secretary and treasurer may be nonstockholders. The office of secretary and treasurer may be combined and one individual appointed thereto. Vacancies in offices shall be filled for the unexpired term by the board of directors in the manner provided for the original appointment of officers. Officers shall hold their offices until their successors are appointed and qualified and have entered upon the discharge of their duties. The board of directors shall require the treasurer, and may require such other officers, agents and employees charged by the association with responsibility for the custody of funds or property, to give bond, with sufficient surety, for the faithful performance of their duties as such. The premium on such bond shall be paid by the association.

41 Del. Laws, c. 132, § 15; 3 Del. C. 1953, § 8522.;

Any director of the association may, for cause, at any regular meeting, or any special meeting called for that purpose, be removed from office by the vote of not less than two-thirds of the stockholders present, or by the two-third vote of a representative body created and authorized by the bylaws to cause such removal. Any officer of the association may, for cause, at any regular meeting of the board of directors, or any special meeting of the board called for the purpose, be removed from office by the vote of not less than two-thirds of the directors present. Ten days written notice of the time and place and object of the meeting shall be given, in the manner prescribed in the bylaws, to the members of the body authorized to cause the removal, and to the directors or officers against whom charges are to be presented. Such directors or officers shall, at the same time, be informed of the nature of the charges to be preferred against them, and at such meeting shall have the opportunity to be heard in person or by counsel and by witnesses.

41 Del. Laws, c. 132, § 14; 3 Del. C. 1953, § 8523.;