§80. Directors; executive committee

A. The affairs of the association shall be managed by a board of not less than five directors, a majority of whom shall be elected by the members or stockholders from their own members and shall have all rights and powers as provided for under the general corporation laws of this state, and such other powers as may be necessary to the proper execution of this Part. The by-laws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts. In such cases, the by-laws shall specify the number of directors to be elected by each district, the manner and method of reappointing the directors and redistricting the territory covered by the association. The by-laws may provide that primary elections shall be held in each district to elect the directors apportioned to the districts and the results of all primary elections shall be ratified by the next regular meeting of the association, or they may be considered final as to the association.

B. The by-laws may provide that one or more directors may be appointed by the governor of the state, the dean of the college of agriculture of the Louisiana State University and Agricultural and Mechanical College, or the commissioner of agriculture and forestry. The directors appointed in this manner shall represent primarily the interest of the general public in associations. The director or directors so appointed need not be members or stockholders of the association, but shall have the same powers and rights as the other directors. Directors so appointed shall not number more than one-fifth of the entire number of directors.

C. The directors of the association may provide a fair remuneration for the time actually spent by its officers, directors, and employees in its service. No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association.

D. The by-laws may provide for an executive committee and may allot to the committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

E. When a vacancy on the board of directors occurs, other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the by-laws provide for an election of directors by districts. In such case, the board of directors shall immediately call a special election to be voted in by the members or stockholders in that district to fill the vacancy.

Acts 2009, No. 24, §1, eff. June 12, 2009.