2023 New York Laws › REL - Rural Electric Cooperative › Article 2 - Purpose; Organization and Management; Powers › 19 - Board of Directors.

§ 19. Board  of  directors. (a) The business of a cooperative shall be
managed by a board of not less than five directors, each of  whom  shall
be  a  member  of  the  cooperative or of another cooperative which is a
member thereof. The by-laws shall prescribe  the  number  of  directors,
their  qualifications,  other than those prescribed in this chapter, the
manner of holding meetings of the board of  directors  and  of  electing
successors to directors who shall resign, die, or otherwise be incapable
of  acting.    The by-laws may also provide for the removal of directors
from office and for the election of their  successors.  The  cooperative
may  provide  a fair remuneration for its officers and directors and for
members of its executive committee.
(b)  The  directors  of  a  cooperative  named  in  any  articles   of
incorporation,  consolidation,  merger  or 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  by-laws,  at  a  special
meeting  called  for  that purpose, the members shall elect directors to
hold office until the next annual meeting  of  the  members,  except  as
otherwise  provided in this chapter. Each director shall hold office for
the term for which he is elected and until his successor is elected  and
qualifies.
(c)  Instead  of  electing all the directors annually, the by-laws may
provide that directors may serve two or three year terms.
(1) If the by-laws provide that directors may serve  two  year  terms,
half  of them, or a number as near thereto as possible, shall be elected
to serve until the next annual meeting of the members and the  remaining
directors  shall  be elected to serve until the second succeeding annual
meeting.   Thereafter, as directors' terms  expire,  the  members  shall
elect  their  successors  to  serve  until  the second succeeding annual
meeting after their election.
(2) If the by-laws provide that directors may serve three year  terms,
one-third  of  them,  or  a number as near thereto as possible, shall be
elected to serve until the third succeeding  annual  meeting,  one-third
shall  be elected to serve until the second annual meeting and one-third
shall serve until the next  annual  meeting.  Thereafter  as  directors'
terms  expire,  the  members shall elect their successors to serve until
the third succeeding annual meeting after their election.
(3) A  change  in  by-laws  decreasing  or  increasing  the  terms  of
directors  may  not  decrease  nor  increase  the term of a duly elected
director already in office, but shall become effective for any new  term
served after the effective date of the by-law change.
(d) A majority of the board of directors shall constitute a quorum.
(e)  If a husband and a wife hold a joint membership in a cooperative,
either one, but not both, may be elected a director.
(f) The board of directors  may  exercise  all  of  the  powers  of  a
cooperative  not  conferred  upon  the  members  by this chapter, or its
articles of incorporation or by-laws.