(1) (a) (I) The affairs of the cooperative shall be managed in accordance with the legal structure required of the entity and, except as provided in subsection (1)(a)(II) of this section, governed by persons elected by the members from their own number. The governing body of the cooperative shall adopt bylaws and rules for the cooperative. (II) The members of the cooperative may elect to the governing body up to three individuals who are not able to join the cooperative as members, but at least eighty percent of the governing board must consist of members of the cooperative. (b) Members of a cooperative shall be entitled to equal participation and benefit from the cooperative; except that a cooperative at its option may extend voting rights to eligible employees. (c) The governing body of the cooperative shall meet at such times and places as it determines necessary to operate the cooperative in accordance with this part 10. (2) A cooperative may provide 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. (3) An individual who is a member of a governing body of a cooperative may not be a person with financial interest in the cooperative's business during his or her term on the governing body or during the twelve-month period immediately before or after service on such governing body. (4) The bylaws may provide that no member of the governing body of a cooperative shall occupy any position in the cooperative except the chief executive officer and secretary on regular salary or substantially full-time pay. The bylaws may provide for an executive committee and may allot to the executive committee all the functions and powers of the board of directors, subject to general direction and control by the board. (5) When a vacancy occurs on the governing body of a cooperative other than by expiration of a member's term, the remaining members of the governing body shall fill the vacancy by majority vote. (6) The governing body of a cooperative may appoint a chief executive officer of the cooperative and other staff necessary to administer the cooperative. The chief executive officer and other staff serve at the pleasure of the governing body. (7) No cooperative may assume any liability for payment for health-care services covered by a plan purchased through the cooperative.
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