West Virginia Code § 19-4-10

Directors
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(a) The affairs of the association shall be managed by a board of not less than three
directors, elected by the members or stockholders.
(b) The bylaws may provide that the territory in which the association has members shall be
divided into districts and that the directors be elected either directly or by district delegates
elected by the members in that district. The bylaws shall specify the number of directors to
be elected by each district, the manner of reapportioning the directors and the method of
redistricting the territory covered by the association. The bylaws may provide that primary
elections shall be held in each district to elect the directors appourtioned to the districts and
that the results of all the primary elections may be ratified during the next regular meeting
of the association or may be considered final. t
(c) The bylaws may provide that one or more directors may be appointed by a public official,
commission or by the other directors. These public directors shall represent the interest of
the general public in the associations. The public dlirectors need not be members or
stockholders of the association, but shall haves the same powers and rights as other
directors. The directors shall not number more than one fifth of the entire number of
directors.
(d) 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 or her office, shall be a party to a contract for profit with the
association differing from the contractual terms accorded regular members or holders of
common stock of the association.
(e) The bylaws may provide that no director, except the president and secretary, shall
occupy a position in the association on regular salary or substantially full-time pay.
(f) The bylaws may provide for an executive committee and may allot to the committee all
the functions and powers of the board of directors, subject to the general direction and
control of the board.
(g) 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 bylaws
provide for an election of directors by district. In that case the board of directors shall
immediately call a special meeting of the members or stockholders in that district to fill the
vacancy.

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