{"data":{"id":"us-ky/krs-272.171","jurisdiction":"us-ky","citation":"KRS 272.171","heading":"Board of directors -- Election -- Vacancies -- Compensation -- Executive","body":"committee -- Action taken without meeting.\n(1) The affairs of the association shall be managed by a board of not less than five (5)\ndirectors, elected by the members from their  own number or from the members of\nany member-association except as provided in subsection (3) of this section.\n(2) The bylaws may provide that the territory in which the association has members\nshall be divided into districts and that the directors shall  be elected according to\nthese districts, either directly or by district delegates elected by the members in that\ndistrict. In that case the bylaws shall specify the number of directors to be elected by\neach district, the method of apportioning the directors and of districting the territory\ncovered by the association. The bylaws may provide that primary elections shall be\nheld in each district to elect the directors and that the result of primary elections\nmay be ratified by the next regular meeting of the members of the association or\nmay be considered final as to the association.\n(3) The bylaws may provide that one or more directors may be appointed by any public\nofficial or commission or by the other directors selected by the members or their\ndelegates. These directors shall represent primarily the interest of the general public\nin the association. The director appointed need not be a member of the association,\nbut shall have the same rights as other directors. Such directors shall not number\nmore than one-fifth (1/5) of the entire number of directors.\n(4) When a vacancy on the board occurs other than by expiration of term, the remaining\nmembers of the board shall fill the vacancy for the unexpired term or until the next\nregular or special meeting of the members, whichever occurs first, by an affirmative\nvote of not less than a majority of those members present and voting at a duly called\nregular or special meeting. If the bylaws provide for an election of directors by\ndistrict, the board shall immediately  call a special meeting of the members in that\ndistrict to fill the vacancy.\n(5) An association may provide a fair remuneration for the time actually spent by its\nofficers and directors in its service, and for the service of the members of its\nexecutive committee. No director, during the term of his office, shall be a party to a\ncontract for profit with the association differing in any way from the business\nrelations accorded regular members of the association or others, or differing from\nterms generally current in that district.\n(6) The bylaws may provide for an executive committee and may allot to it all the\nfunctions and powers of the board, subject to the general direction and control of\nthe board.\n(7) Unless otherwise restricted by the articles of in corporation, or bylaws, any action\nrequired or permitted to be taken at any meeting of the board or any committee\nthereof may be taken without a meeting if a written consent thereto is signed by all\nmembers of the board or of such committee as the case may  be, and such written\nconsent is filed with the minutes of proceedings of the board or committee.\n(8) Every director of a corporation, by acceptance of election or appointment as a\ndirector, including by service, shall be deemed to have consented to the ju risdiction\nof the courts of the Commonwealth of Kentucky for any action by, in the name of,\nor on behalf of the corporation.","path":["KRS Chapter 272"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40436","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:20Z","sha256":"35bb3efaada54b049d0457273a53bc7595c5024dbae75656f610f76ced8e2110","source_id":"us-ky","stale":false,"prev":"us-ky/krs-272.170","next":"us-ky/krs-272.180"},"notice":"GroundRules: Original legal text. Not legal advice."}