(A) The business and affairs of a cooperative must be managed by a board of not less than five trustees, each of whom must be a member of the cooperative or of another cooperative which is a member of the cooperative. Unless otherwise provided in the bylaws, each trustee's principal residence, as determined by South Carolina voter registration law, must be served by the cooperative. The bylaws must prescribe the number of trustees, their qualifications, other than those provided for in this chapter, the manner of holding meetings of the board, and the filling of vacancies on the board.
(B) The bylaws also may provide for the removal of trustees from office and for the election of their successors as follows:
(1)(a) A temporary suspension of a trustee for cause may occur upon the affirmative vote of at least two-thirds of the members of the board until the next annual or special meeting. At that meeting the membership may remove the suspended trustee for cause from the board by an affirmative vote of a majority of the members present and voting. In the event the membership refuses to vote to remove the trustee, he must be reinstated immediately with all the powers of his office and continue to serve for the remainder of his elected term.
(b) "Cause" for removal of a trustee under this section means fraudulent or dishonest acts, or gross abuse of authority in the discharge of duties to the cooperative and must be established after written notice of specific charges and opportunity to meet and refute charges.
(2) A successor may be elected as provided by the bylaws of the cooperative.
This subsection does not apply to a cooperative when a majority of its members are other cooperatives. Cooperatives which are excluded from the removal provisions of this subsection may provide any terms and conditions for removal of trustees as may be authorized in their bylaws.
(C) If a husband and wife hold a joint membership in a cooperative, one, but not both, may be elected a trustee.
(D) The board of trustees may exercise all of the powers of a cooperative except those powers conferred upon the members by this chapter, its articles of incorporation, or bylaws.
(E) Notwithstanding any provisions in the bylaws to the contrary, a vacancy in the office of trustee occurring for any reason other than expiration of a term may be filled only for the remainder of the unexpired term by a vote of the membership at the next annual meeting.
(F) If a vacancy in the office of trustee occurs more than six months from the date of the next annual meeting, a new trustee may be appointed to fill the vacancy on an interim basis by the nominations committee of the cooperative provided:
(1) the new trustee is not a "family member", as defined in Section 8-13-100(15), of the trustee whose departure created the vacancy;
(2) the new trustee is not "an individual with whom he is associated", as defined in Section 8-13-100(21), of the trustee whose departure created the vacancy;
(3) the new trustee cannot continue to serve as a trustee past the date of the next annual meeting occurring after his appointment, subject to annual meeting notice requirements, without being duly elected by the membership to fill the remainder of the unexpired term.
HISTORY: 1962 Code Section 12-1041; 1952 Code Section 12-1041; 1942 Code Section 8555-99; 1939 (41) 240; 1989 Act No. 75, Section 2; 2019 Act No. 56 (H.3145), Section 6, eff August 1, 2020.
Editor's Note
2019 Act No. 56, Section 16, provides as follows:
"SECTION 16. Where the provisions of new or revised 1976 Code sections or subsections contained in this act conflict with provisions of the bylaws of an electric cooperative, the provisions of this act control and the cooperative, as permitted by Section 33-49-280, shall amend and conform its bylaw provisions accordingly."
Effect of Amendment
2019 Act No. 56, Section 6, in (A), inserted the second sentence; and added (E) and (F), relating to vacancies in the office of trustee.