KRS 272.440: Board of directors.

(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. 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 a case the

bylaws shall specify the number of directors to be elected by each district, the

manner and method of reapportioning the directors and of 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

result of all such primary elections may be ratified by the next regular meeting of

the association or may be considered final as to the association. 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.

Such directors shall represent primarily the interest of the general public in such

associations. The director or directors so appointed need not be members of the

association, but shall have the same powers and rights as other directors. Such

directors shall not number more than one -fifth (1/5) of the entire number of

directors.

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

officers and directors in its ser vice 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.

(3) 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.

(4) 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 di strict. In such a case the

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

district to fill the vacancy.