                                 CODE OF VIRGINIA

DIRECTORS GENERALLY; EXECUTIVE COMMITTEE (§ 13.1-324)

a. The business of the association shall be managed by a board of not less than
five directors. The directors, with the exception of the public directors, shall
be elected from the membership of the association or from the officers,
directors or membership of a member association. The bylaws shall provide that
one or more directors shall be appointed by the Director of the State
Agricultural Extension Service. The director or directors so appointed shall be
known as public directors. They need not be members of the association, or
officers, directors or members of a member association, but shall have the same
powers and rights as the directors elected by the members. A director shall hold
office for the term for which he was appointed or elected and until his
successor is elected, or appointed, and qualified.

b. The names of the first directors shall be stated in the articles of
incorporation. Their successors shall be elected by the members at the first
meeting of the members held after the incorporation of the association.

c. The number, qualifications, terms of office, manner of election or
appointment, time and place of meeting and the powers and duties of the
directors may, subject to the provisions of this Act and the articles of
incorporation, be prescribed by the bylaws.

   1. Except as otherwise prescribed in the bylaws, a director shall be elected
   or appointed for a term of one year.

   2. Except as otherwise prescribed in the bylaws, vacancies in the board, other
   than by expiration of term, shall be filled by the remaining members of the
   board, unless the bylaws provide for the election of directors by districts,
   in which case the board shall call a special meeting of the members or
   delegates in the district to elect a person qualified to fill the vacancy. A
   director elected by the remaining members of the board shall serve until his
   successor is elected by the members at their next annual meeting or at any
   special meeting called and held prior thereto. This subsection shall not
   apply, however, to public directors; any vacancies occurring in the office of
   a public director shall be filled in the same manner as the original
   appointment was made.

d. The bylaws 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, either directly or by district delegates elected by
the members in that district. In such case, the bylaws shall specify, or vest in
the board of directors authority to determine, the number of directors to be
elected by each district and the manner and method of apportioning the directors
and of districting and redistricting the territory covered by the association.
The bylaws may provide that primary elections shall be held in each district to
nominate the directors apportioned thereto and that the result of all such
primary elections may be ratified by the next regular meeting of the association
or may be considered as a final election.

e. The bylaws may provide for an executive committee to be elected by the board
of directors from their number and may allot to such committee all the functions
and powers of the board subject to its general direction and control.

HISTORY: Code 1950, §§ 13-266, 13-267; 1956, c. 428.