This section sets the board structure for the association, lets bylaws use district-based director elections, and limits how vacancies and conflicts of interest are handled.
§452. Board of directors A. The affairs of the association shall be managed by a board of not less than five directors, elected by the members from their own members. The board shall have all rights and powers of the board of a business corporation organized under Chapter 1, and such other powers as may be necessary to the proper execution of this Part. B. 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. In such cases, the bylaws shall specify the number of directors to be elected by each district, the manner and method of re-appointing the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and that the results of all such primary elections shall be ratified by the next regular meeting of the association or that they may be considered final as to the association. Such directors shall represent primarily the interests of the general public in such association. Directors so appointed need not be members, but shall have the same powers and rights as the other directors. Such directors shall not number more than one-fifth of the entire number of directors. C. The directors 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. D. The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board. 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 bylaws provide for an election of directors by districts. In such case, the board of directors shall immediately call special election, to be participated in by the members in that district, to fill the vacancy. Renumbered from R.S.1950, §12:362 by Acts 1968, No. 105, §3, eff. Jan. 1, 1969.