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 upon 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. 
