KRS 272.171: Board of directors -- Election -- Vacancies -- Compensation -- Executive

committee -- Action taken without meeting.

(1) The affairs of the association shall be managed by a board of not less than five (5)

directors, elected by the members from their own number or from the members of

any member-association except as provided in subsection (3) of this section.

(2) 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

these districts, either directly or by district delegates elected by the members in that

district. In that case the bylaws shall specify the number of directors to be elected by

each district, the method of apportioning the directors and of districting the territory

covered by the association. The bylaws may provide that primary elections shall be

held in each district to elect the directors and that the result of primary elections

may be ratified by the next regular meeting of the members of the association or

may be considered final as to the association.

(3) The bylaws may provide that one or more directors may be appointed by any public

official or commission or by the other directors selected by the members or their

delegates. These directors shall represent primarily the interest of the general public

in the association. The director appointed need not be a member of the association,

but shall have the same rights as other directors. Such directors shall not number

more than one-fifth (1/5) of the entire number of directors.

(4) When a vacancy on the board occurs other than by expiration of term, the remaining

members of the board shall fill the vacancy for the unexpired term or until the next

regular or special meeting of the members, whichever occurs first, by an affirmative

vote of not less than a majority of those members present and voting at a duly called

regular or special meeting. If the bylaws provide for an election of directors by

district, the board shall immediately call a special meeting of the members in that

district to fill the vacancy.

(5) An association may provide a fair remuneration for the time actually spent by its

officers and directors in its service, and for the service of the members of its

executive committee. 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 of the association or others, or differing from

terms generally current in that district.

(6) The bylaws may provide for an executive committee and may allot to it all the

functions and powers of the board, subject to the general direction and control of

the board.

(7) Unless otherwise restricted by the articles of in corporation, or bylaws, any action

required or permitted to be taken at any meeting of the board or any committee

thereof may be taken without a meeting if a written consent thereto is signed by all

members of the board or of such committee as the case may be, and such written

consent is filed with the minutes of proceedings of the board or committee.

(8) Every director of a corporation, by acceptance of election or appointment as a

director, including by service, shall be deemed to have consented to the ju risdiction

of the courts of the Commonwealth of Kentucky for any action by, in the name of,

or on behalf of the corporation.