LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. 63 
shall be elected in like manner, for terms of three years. Directors shall hold 
office until their successors have been elected and qualified and have entered 
upon the discharge of their duties. 
Note. — In some States the corporation laws stipulate the num- 
ber of directors and officers an association shall have. The plan of 
having each shipping station or district represented on the board of 
directors helps to prevent jealousies between the various districts 
and strengthens the confidence of those attempting to cooperate. 
Some object to a director holding office for more than one year, 
claiming that the board might become so objectionable to the mem- 
bers that it would be desirable to elect an entirely new board ai 
the annual meeting. However, there are many advantages in keep- 
ing 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. 
Sec. 2. The board of directors shall meet within (10) days after the first 
election, and after each annual election, and shall elect by ballot a president and 
a vice president from among themselves, and a secretary-treasurer (or a secre- 
tary and a treasurer) who may or may not be a member of the association. 
They shall also choose three auditors from the members who are not directors, 
officers, agents, or employees of the association. Such officers and auditors shall 
hold office for one year or until their successors are duly elected and qualified. 
Note. — Some organizations desire to have some one outside the 
membership act as secretary or treasurer, as for instance, a local 
banker. When such an arrangement is desired it should be pro- 
vided for in the by-laws. 
Sec. 3. Any vacancy in the board of directors shall be filled for the unex- 
pired term by the remaining members of the board of directors, and directors 
so chosen shall hold office until their successors shall have been elected at a 
regular or called meeting of the association. 
Sec 4. (Four) members of the board of directors shall constitute a quorum 
at any meeting of the board of directors. 
Sec 5. (The compensation, if any, of the board of directors and the offiror-; 
shall be determined by the members of the association at a regular or called 
meeting of the association. ) 
Sec 6. Any director or officer of the association may, for cause, at any an- 
nual 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. Such director or officer shall be informed in 
writing of the charges against him at least (10) days before such meeting and 
at such meeting shall have an opportunity to present witnesses and to be heard 
in person and by counsel in regard thereto. 
Note. — In some cases, especially when the board of directors is 
large, it is desirable to have an executive committee. Such a com- 
mittee can be made of the officers and one or two members of the 
board. 
Article VII. — Duties of the Directors. 
Section 1. The board of directors shall manage the business and conduct the 
affairs of the association and shall make the necessary rules and regulations, 
not inconsistent with law or with these by-laws, for the management of the busi- 
ness and the guidance of the officers, employees, and agents of the association. 
Sec 2. The board of directors may employ a business manager, fix his com- 
pensation and dismiss him for cause. He shall have charge of the business 
of the association under the direction of the board of directors. 
Sec 3. The board of directors shall require the treasurer and all other 
officers, agents, and employees charged by the association with responsibility 
