KRS 279.380: Board of trustees -- Officers.

(1) The business of a cooperative shall be managed by a board of not less than five (5)

trustees, each of whom shall be a member of the cooperative, or of another

cooperative which is a member thereof. The bylaws shall prescribe the number of

trustees, their qualifications, other than those prescribed in this section, the manner

of holding meetings of the board of trustees and of electing successors to trustees

who shall resign, die, or otherwise be incapable of acting. The bylaws may also

provide for the remov al of trustees from office and for the election of their

successors. Trustees shall not receive any salaries for their services as trustees and,

except in emergencies, shall not receive any salaries for their services in any other

capacity without the approval of the members. The bylaws may, however, prescribe

a fixed fee for attendance at each meeting of the board of trustees and may provide

for reimbursement of actual expenses of attendance.

(2) The trustees of a cooperative named in any articles of incor poration, consolidation,

merger, conversion or combined consolidation and conversion shall hold office

until the next annual meeting of the members and until their successors are elected

and qualify. At each annual meeting or, in case of failure to hold the annual meeting

as specified in the bylaws, at a special meeting called for that purpose, the members

shall elect trustees to hold office until the next annual meeting of the members,

except as otherwise provided in KRS 279.310 to 279.600. The trustees so elected

shall be elected in a manner to insure secrecy and anonymity of ballots cast

provided the result of such election is determined by ballot vote. Each trustee shall

hold office for the term for which he is elected and until his successor is elected and

qualifies.

(3) Instead of electing all the trustees annually, the bylaws may provide that one -third

(1/3) of them, or a number as near thereto as possible, shall be elected annually for a

term of three (3) years.

(4) A majority of the board of trustees shall constitute a quorum.

(5) The board of trustees may exercise all of the powers of a cooperative not conferred

upon the members by KRS 279.310 to 279.600, or its articles of incorporation or

bylaws.

(6) The officers of a cooperative shall consist of a president, vice president, secretary

and treasurer, who shall be elected annually by and from the board of trustees.

When a person holding any such office ceases to be a trustee he shall cease to hold

such office. The office of secretary and of treasurer may be held by the same person.

The board of trustees may also elect or appoint such other officers, agents, or

employees as it deems necessary or advisable and shall prescribe their powers and

duties. Any officer may be removed from office and his success or elected in the

manner prescribed in the bylaws.