                                 CODE OF VIRGINIA

BOARD OF DIRECTORS OF COOPERATIVES (§ 56-231.28)

Each cooperative shall have a board of directors of five or more members, which
board shall constitute the governing body of the cooperative. Only members and
the officers, directors or employees of any member shall be eligible for
election to the board of directors. The directors, other than those named in the
articles of incorporation, shall be elected annually by the members entitled to
vote, unless the bylaws provide that, in lieu of electing the whole number of
directors annually, the directors shall be divided into two, three or four
classes at the first or any subsequent annual meeting. If the bylaws so provide,
each class shall be as nearly equal in number as possible, with the term of
office of one class to expire every year. If the number of classes changes, then
the board of directors shall have authority to determine how directors will be
allocated among the new number of classes, provided that no director&#8217;s
term will exceed, without reelection, a number of years equal to the number of
classes of directors. The board of directors shall have authority to fix the
compensation of directors. The directors shall elect annually from their own
number a president of the board or a chairman of the board; and one or more
vice-presidents of the board, vice-chairmen of the board or both. They may also
elect or appoint annually (i) a president of the cooperative, (ii) one or more
vice-presidents of the cooperative, (iii) a secretary, (iv) a treasurer, and (v)
such other officers as the board deems necessary. No person shall hold any
office unless that person is a director or employee of the cooperative. The
offices of secretary and treasurer may be held by the same person.

HISTORY: 1999, c. 874; 2000, cc. 944, 999.