Effective 28 Aug 2011

351.1042. Governance by board required — board action, requirements — third-party agreements permitted, when. — 1. A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to a manager of the cooperative as set forth under sections 351.1000 to 351.1228 or reserved for or granted to the members under said sections, the articles, or bylaws.

2. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting where a quorum of directors is present, unless otherwise allowed under sections 351.1000 to 351.1228 or unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors shall not have authority to act for or on behalf of the cooperative unless authorized by the board.

3. Except as otherwise set forth in the articles or the bylaws, a director may advocate the interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.

4. Except as otherwise set forth in the articles or the bylaws, the board shall have the power to enter into, on behalf of the cooperative, an agreement with a third party whereby such third party may supply management services to the cooperative at the board's instruction, and upon the terms and conditions deemed satisfactory to the board.

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(L. 2011 S.B. 366)