KRS 272A.8-040: Election of directors and composition of board.

(1) Unless the organic rules require a greater number:

(a) The number of directors that must be patron members may not be fewer than:

1. One (1), if there are two (2) or three (3) directors;

2. Two (2), if there are four (4) or five (5) directors;

3. Three (3), if there are six (6) through eight (8) directors; or

4. One-third (1/3) of the directors if there are at least nine (9) directors; and

(b) A majority of the board of directors shall be elected exclusively by patron

members.

(2) Unless the organic rules o therwise provide, if a limited cooperative association has

investor members, the directors who are not elected exclusively by patron members

are elected by the investor members.

(3) Subject to subsection (1) of this section, the organic rules may provide f or the

election of all or a specified number of directors by one (1) or more districts or

classes of members.

(4) Subject to subsection (1) of this section, the organic rules may provide for the

nomination or election of directors by districts or classes, directly or by district

delegates.

(5) If a class of members consists of a single member, the organic rules may provide for

the member to appoint a director or directors.

(6) Unless the organic rules otherwise provide, cumulative voting for directors is

prohibited.

(7) Except as otherwise provided by the organic rules, subsection (5) of this section, or

KRS 272A.3 -020, 272A.5 -140, 272A.5 -150, and 272A.8 -090, member directors

shall be elected at an annual members meeting.

(8) Every director of a limited cooperative association, by acceptance of election or

appointment as a director, including by service, shall be deemed to have consented

to the jurisdiction of the courts of the Commonwealth of Kentucky for any action

by, in the name of, or on behalf of the association.