10-2130. Board of directors; term; compensation; quorum

A. A board of directors shall manage the business of a generation and transmission cooperative. The directors named in the articles of incorporation, consolidation, merger or conversion hold office until the directors' successors are elected and qualify. The bylaws shall prescribe the number and terms of directors and the manner of electing the directors. Each director shall hold office for the term for which the director is elected and until the director's successor is elected and qualifies. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the cooperative. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.

B. The bylaws shall prescribe the number of directors as provided in subsection A, the directors' qualifications other than those prescribed in this article and the manner of holding meetings of the board of directors and of electing successors to directors who resign or die or who are otherwise incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of the directors' successors.

C. Unless the bylaws provide otherwise, the directors shall not receive salaries for services as directors and, except in emergencies, shall not be employed by the generation and transmission cooperative in any capacity involving compensation without the approval of the members. The bylaws may allow a payment of a fee and may provide that expenses of attendance are allowed to each director for attendance at each meeting of the board of directors.

D. A majority of the board of directors constitutes a quorum.

E. Any action which may be taken at a meeting may be taken without a meeting if a writing stating and approving the action taken is signed prior to the action being taken by the number of directors normally required to approve the action at a meeting. This prior consent has the same force and effect as a vote at a meeting.

F. The board of directors may exercise all the powers of a cooperative not conferred on the members by this article, or its articles of incorporation or bylaws.

G. Any person who serves as a director or officer or who serves on a board or council in an advisory capacity to the cooperative or board of directors of a cooperative is immune from civil liability and is not subject to a suit directly or by way of contribution for any act or omission that results in damage or injury if that person was acting in good faith and within the scope of that person's official capacity and the damage or injury was not caused by the wilful or grossly negligent conduct of that person. Nothing in this subsection limits or modifies in any manner the duties or liabilities of a director or person who serves in an advisory capacity to the cooperative or the cooperative's members. For the purposes of this subsection, " official capacity" means any decision, act or event undertaken by the cooperative in furtherance of the purposes for which that cooperative is organized or operating.