Chap. 110.—An ACT to amend and reenact Sections 7 and 8 of Chapter 442 of
the Acts of Assembly of 1936, approved March 30, 1936, the chapter relating
to electric cooperatives and the sections relating to boards of directors and
their powers. {[S 63]

Approved March 5, 1948

Be it enacted by the General Assembly of Virginia :

1, That sections seven and eight of chapter four hundred
forty-two of the Acts of the General Assembly of nineteen hundred
thirty-six be amended and reenacted as follows:

Section 7. Board of directors——Each cooperative formed here-
under shall have a board of directors of five or more members,
which board shall constitute the governing body of the cooperative.
The directors, other than those named in the certificate of incorpora-
tion, shall be elected annually by the members entitled to vote. The
directors must be members and shall not be entitled to compensa-
tion for their services as directors, except that a per diem of not
to exceed fifteen dollars per day may be paid directors for attending
regular and special meetings of the board. Directors shall be
entitled to reimbursement for expenses incurred by them in the
performance of their duties. The directors shall elect annually from
their own number a president and one or more vice-presidents.
They shall also elect a secretary and a treasurer, who need not be
directors or members, and may combine the two latter offices and
designate the combined office as secretary-treasurer.

Section 8. Powers of board of directors.—The board of direc-
tors of a cooperative shall have power to do all things necessary
or incidental in conducting the business of the cooperative, includ-'
ing, but not limited to:

(a) If authorized by the certificate of incorporation, or by
resolution of its members having voting power, the power to adopt
and amend by-laws for the management and regulation of the
affairs of the cooperative, subject, however, to the right of such
members to alter or repeal such by-laws. The by-laws of a coopera-
tive may make provisions, not inconsistent with law or its certif-
icate of incorporation, regulating the admission, suspension or
expulsion of members; the transfer of memberships; the fees and
dues of members and the termination of memberships on non-
payment of dues or otherwise; the number, times and manner of
choosing, qualifications, terms of office, official designations, pow-
ers, duties and compensation of its officers; defining a vacancy in
the board or in any office and the manner of filling it; the number
of members, not less than ten per centum of the total number of
members, to constitute a quorum at meetings, the date of the annual
meeting and the giving of notice thereof and the holding of special
meetings and the giving of notice thereof; the terms and conditions
pon which the cooperative is to render service to its members,
he disposition of the revenues and receipts of the cooperative;
egular and special meetings of the board and the giving of notice
thereot.
(b) To appoint agents and employees and to fix their com-
pensation and the compensation of the officers of the cooperative.
(c) To execute all instruments.
(d) To make its own rules and regulations as to its procedure.
2. An emergency existing, this act shall be in force from its

passage.