Title XXIII, Private Corporations and Associations

(1) A limited cooperative association shall have a board of directors of at least three (3) individuals, unless the association has fewer than three (3) members. If the association has fewer than three (3) members, the number of directors may not be fewer than the number of membe…

(1) A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an…

(1) Unless the organic rules otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association shall be an individual who is a member of the association or an individual who is designated by an entity member for purposes of quali…

(1) Unless the organic rules require a greater number: (a) The number of directors that must be patron members may not be fewer than: 1. One (1), if there are two (2) or three (3) directors; 2. Two (2), if there are four (4) or five (5) directors; 3. Three (3), if there are six (…

(1) Unless the organic rules otherwise provide, and subject to subsections (3) and (4) of this section and KRS 272A.3-020(5), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed three…

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.

(1) Members may remove a director with or without cause. (2) A member or members holding at least ten percent (10%) of the total voting power entitled to be voted in the election of a director may demand removal of the director by one (1) or more signed petitions submitted to the…

(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in: (a) Fraud…

(1) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled: (a) Within a reasonable time by majority vote of the remaining directors until the next annual members meeting or a special meeting of members called to fill the vacancy; and (b) …

Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under KRS 272A.8-170.

(1) A board of directors shall meet at least annually and may hold meetings inside or outside of the Commonwealth of Kentucky. (2) Unless the organic rules provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by,…

(1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any …

(1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required. (2) Unless the organic rules otherwise provide, notice of the …

(1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (2) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of…

(1) Unless the articles of association provide for a greater number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. (2) If a quorum of the board of directors is present at the beginning of a meeting,…

(1) Each director shall have one (1) vote for purposes of decisions made by the board of directors. (2) Unless the organic rules otherwise provide, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors. (3) Directors…

(1) Unless the organic rules otherwise provide, a board of directors may create one (1) or more committees and appoint one (1) or more individuals to serve on a committee. (2) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited…

Except as otherwise provided in KRS 272A.8-190: (1) The fiduciary duties a director owes to the limited cooperative association include the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section; (2) A director's duty of loyalty to the limited c…

Unless the articles of association otherwise provide, in considering the best interests of a limited cooperative association, in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its patron members, a dire…

A director or a member of a committee appointed under KRS 272A.8-170 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if…

(1) A limited cooperative association has the officers: (a) Provided in the organic rules; or (b) Established by the board of directors in a manner not inconsistent with the organic rules. (2) The organic rules may designate or, if the rules do not designate, the board of directo…

(1) The board of directors may remove an officer at any time with or without cause. (2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective w…

(1) The organic rules may provide indemnification to a director for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a director is a party because the person is a director. (2) No indemnification may be provided for conduct violating the sta…