New York Rural Electric Cooperative Law
Board of Directors
(a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative which is a member thereof. The by-laws shall prescribe the number of directors, their qualifications, other than those prescribed in this chapter, the manner of holding meetings of the board of directors and of electing successors to directors who shall resign, die, or otherwise be incapable of acting. The by-laws may also provide for the removal of directors from office and for the election of their successors. The cooperative may provide a fair remuneration for its officers and directors and for members of its executive committee.
(b) The directors of a cooperative named in any articles of incorporation, consolidation, merger or conversion, shall hold office until the next annual meeting of the members and until their successors are elected and qualify. At each annual meeting or, in case of failure to hold the annual meeting as specified in the by-laws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members, except as otherwise provided in this chapter. Each director shall hold office for the term for which he is elected and until his successor is elected and qualifies.
(c) Instead of electing all the directors annually, the by-laws may provide that directors may serve two or three year terms.
(1) If the by-laws provide that directors may serve two year terms, half of them, or a number as near thereto as possible, shall be elected to serve until the next annual meeting of the members and the remaining directors shall be elected to serve until the second succeeding annual meeting. Thereafter, as directors’ terms expire, the members shall elect their successors to serve until the second succeeding annual meeting after their election.
(2) If the by-laws provide that directors may serve three year terms, one-third of them, or a number as near thereto as possible, shall be elected to serve until the third succeeding annual meeting, one-third shall be elected to serve until the second annual meeting and one-third shall serve until the next annual meeting. Thereafter as directors’ terms expire, the members shall elect their successors to serve until the third succeeding annual meeting after their election.
(3) A change in by-laws decreasing or increasing the terms of directors may not decrease nor increase the term of a duly elected director already in office, but shall become effective for any new term served after the effective date of the by-law change.
(d) A majority of the board of directors shall constitute a quorum.
(e) If a husband and a wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.
(f) The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter, or its articles of incorporation or by-laws.