HERBERT R. O'CONOR, GOVERNOR. 1661

(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 sub-heading. 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 ma}r provide that 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 that the remaining di-
rectors 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.

(d) A majority of the board of directors shall constitute
a quorum.

(e) If a husband and wife hold a joint membership in a
cooperative, either one, but not both, may be elected a direc-
tor.

(f) the board of directors may exercise all of the powers of
a cooperative not conferred upon the members by this sub-
heading or its articles of incorporation or by-laws.

472. Districts. The by-laws may provide for the division of
the territory served or to be served by a cooperative into two
or more districts for any purpose, including, without limita-
tion, the nomination and election of directors. In such case
the by-laws shall prescribe the boundaries of the districts, or
the manner of establishing such boundaries, and the manner
of changing such boundaries, and the manner in which such
districts shall function. No member at any district meeting
shall vote by proxy or by mail.

473. Officers. The officers of a cooperative shall consist of
a president, vice-president, secretary and treasurer, who shall
be elected annually by and from the board of directors. When
a person holding any such office ceases to be a director he shall
cease to hold such office. The offices of secretary and of treas-
urer may be held by the same person. The board of directors
may also elect or appoint such other officers, agents, or em-
ployees as it deems necessary or advisable and shall prescribe
their powers and duties. Any officer may be removed from of-
fice and his successor elected in the manner prescribed in the
by-laws.