Election of directors and composition of board.

1. Law
2. Oklahoma Statutes
3. Corporations
4. Election of directors and composition of board.

ELECTION OF DIRECTORS AND COMPOSITION OF BOARD.

(a) Unless the organic rules require a greater number:

(1) The number of directors that must be patron members may not be fewer than:

• (A)one, if there are two or three directors;
• (B)two, if there are four or five directors;
• (C)three, if there are six through eight directors; or
• (D)one-third (1/3) of the directors if there are at least nine directors; and

(2) A majority of the board of directors must be elected exclusively by patron members.

(b) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.

(c) Subject to subsection (a) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.

(d) Subject to subsection (a) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.

(e) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.

(f) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.

(g) Except as otherwise provided by the organic rules, subsection (e) of this section, or Sections 31, 55, 56 and 74 of this act, member directors must be elected at an annual members meeting.

Added by Laws 2009, c. 68, § 69, eff. Jan. 1, 2010.

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