§ 5-623. Board of directors -- Election and tenure; staggering terms of office; filling vacancies

   (a) Initial directors. -- 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 qualified.

(b) Election by members. -- Except as otherwise provided in this subtitle, at each annual meeting or, if the cooperative fails to hold an annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members.

(c) Term of office. -- Each director shall hold office for the term for which the director is elected and until a successor is elected and qualifies.

(d) Staggering terms of office. --

   (1) (i) Instead of electing all the directors annually, the bylaws may require that the directors be divided into three classes.

      (ii) Each class shall be as nearly equal in number as possible.

   (2) (i) If the bylaws require that the directors be divided into three classes, the terms of the directors shall be staggered in accordance with subparagraph (ii) of this paragraph.

      (ii) 1. The initial term of office of the directors of the first class shall expire at the next succeeding annual meeting.

         2. The initial term of the second class shall expire at the second succeeding annual meeting.

         3. The initial term of the third class shall expire at the third succeeding annual meeting.

   (3) At each annual meeting after the initial classification of the directors, a number of directors equal to the number of the class whose term expires at that meeting shall be elected to hold office for 3 years or until the third succeeding annual meeting.

(e) Filling vacancies. -- If a vacancy occurs on the board of directors, the remaining directors shall elect a director to fill the vacancy for the remainder of the term for which the vacating director was elected.

HISTORY: 2002, ch. 135, § 3.