                                 CODE OF VIRGINIA

BOARD OF DIRECTORS; OFFICERS (§ 56-491)

Every cooperative formed hereunder shall have a board of directors of five or
more members, which shall constitute the governing body of the cooperative. The
directors, other than those named in the certificate 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 either two or three classes at the first or any subsequent
annual meeting, each class to be as nearly equal in number as possible, with the
term of office of the directors of the first class to expire at the next
succeeding annual meeting, the term of the second class to expire at the second
succeeding annual meeting, and the term of the third class, if any, to expire at
the third succeeding annual meeting; and that at each annual meeting after such
classification a number of directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold office until the
second succeeding annual meeting where the bylaws provide for two classes of
directors; or until the third succeeding annual meeting where the bylaws provide
for three classes of directors. The directors must be members of the
cooperative. The board of directors shall have authority to fix the compensation
of directors. Directors shall be entitled to reimbursement for expenses incurred
by them in the performance of their duties. The directors shall elect annually
from their own number a president and one or more vice-presidents. They shall
also elect a secretary and a treasurer, who need not be directors or members,
and may combine the offices of secretary and treasurer and designate the
combined office as secretary-treasurer.

HISTORY: 1950, p. 590; 1956, c. 434; 1974, c. 73; 1978, c. 236.