ORGANIZATION OF COOPERATIVE GRAIN ELEVATOR COMPANIES. 15 



their successors shall be elected from among the membership of the Associa- 

 tion for terms of office as follows : [Three] for one year, [two] for two years 

 and [two] for three years. Upon the expiration of the terms of the directors so 

 elected their successors shall be elected for terms of [three] years. Directors 

 shall hold office until their successors shall have been elected and have 

 qualified and entered upou the discharge of their duties. The elections shall be 

 by ballot and each member of record shall be entitled to cast one and only one 

 vote for each Director to be elected. All elections except the first shall be con- 

 ducted by two inspectors appointed by the President for the purpose. 



Note. — In some States the corporation laws stipulate the number of Directors 

 and officers an association shall have. If possible the Board of Directors should 

 be so constituted that the various sections and geographical centers are repre- 

 sented. This tends to avoid jealousy and strengthens the confidence of the members. 

 Some object to having, a Director hold office for more than one year, claiming that 

 the Board might be so objectionable to the members that it would be desirable 

 to elect an entirely new Board at the annual meeting. However, there are many 

 advantages in keeping some experienced Directors on each Board. In case the 

 entire Board should go contrary to the wishes of the members, the recall of each 

 Director could be effected under section 6 of this article. A number of companies 

 have adopted the plan of having Directors elected for one year but provide that 

 in elections the names of all the old Directors must be placed in nomination and 

 that the number of additional nominees shall be less than one-half of the whole 

 number of Directors. This arrangement effects to retain on the Board a number 

 of members who are experienced ; at the same time it affords opportunity to dispose 

 of old members who may have proven unsatisfactory. 



Sec. 2. Election of officers. — The Board of Directors shall meet within [ten] 

 days after the first election and within [ten] days after each annual election, 

 and shall elect by ballot from among themselves a President, Vice President, 

 Secretary, and a Treasurer [or a Secretary-Treasurer]. Such officers, unless 

 sooner removed, shall hold office for [one] year or until their sucessors are 

 elected and have qualified. 



Sec. 3. Vacancies. — Any vacancy in the Board of Directors shall be filled for 

 the unexpired term at any annual meeting or at any special meeting called for 

 the purpose in the manner provided for the original election of Directors. If 

 any Director shall cease to be a member his office shall be declared vacant. 



Sec. 4. Quorum. — A majority of the Board of Directors shall constitute a 

 quorum at any meeting of the Board of Directors, but no proposition shall carry 



unless at least members of the Board shall vote in the affirmative. 



Note. — It will be convenient to permit less than the full number of Directors to 

 transact business, but there may be occasions when it would be desirable to guard 

 against action by a mere majority of the minimum number required for a quorum. 



Sec. 5.. Compensation. — The compensation of the Directors and officers other 

 than the Manager shall be determined by the members of the Association at 

 any regular or special meeting of the Association. 



Sec. 6. Removal. — Any Director of the Association may, for cause, at any 

 annual or at any special meeting called for the purpose, at which a majority of 

 the members shall be present, be removed from office by vote of not less than 

 [two-thirds] of the members present. Each Director shall be informed in writ- 

 ing of the charges preferred against him at least [ten] days before such meet- 

 ing and at such meeting shall have an opportunity to be heard in person, or by 

 counsel, and by witnesses in answer thereto. Officers or agents of the Board 

 of Directors may be removed from office or employment at any time by action 

 of the Board of Directors. 



.. Note. — In some cases, especially when the Board of Directors is large, it is desirable 

 to have an executive committee. Such a committee can be made up of the President 

 and two or more members of the Board. 



