(805 ILCS 315/12) (from Ch. 32, par. 451)
Sec. 12.
The affairs of the association shall be managed by a board of not
less than five directors, to be elected by the members or stockholders with
such qualifications as may be provided for in the articles of incorporation
or by-laws. The by-laws may provide that the territory in which the
association has members shall be divided into districts and that the
directors shall be nominated according to such districts, either directly
or by district delegates elected by the members in that district. In such
case the by-laws shall specify the number of directors to be nominated by
each district, the manner and method of reapportioning the directors and of
redistricting the territory covered by the association. The by-laws may
provide that primary elections shall be held in each district to nominate
the directors apportioned to such districts and that the result of all such
primary elections may be ratified by the next regular meeting of the
association or may be considered final as to the association. The by-laws
may provide that one or more directors may be nominated by any public
official or commission or by the other directors nominated by the members
or their delegates. Such directors shall represent primarily the interest
of the general public in such associations. Such directors shall not number
more than one-fifth of the entire number of directors.
An association may provide a fair remuneration for the time actually
spent by its officers and directors in its service and for the service of
the members of its executive committee. No director, during the term of his
office, shall be a party to a contract for profit with the association
differing in any way from the business relations accorded regular members
or holders of common stock, of the association or others, or differing from
terms generally current in that district.
The by-laws may provide for an executive committee to be elected by a
board of directors from within or without the membership of the board and
may allot to such committee all the functions and powers of the board of
directors, subject to the general direction and control of the board.
When a vacancy on the board of directors occurs other than by expiration
of term, the remaining members of the board, by a majority vote, shall fill
the vacancy, unless the by-laws provide for the nomination of directors by
districts. In such case the board of directors shall call a special meeting
of the members or stockholders in the respective district to nominate a
person qualified to fill the vacancy.
(Source: Laws 1931, p. 390.)
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