Illinois Statutes Chapter 805. Business Organizations § 315/12. Directors; election

§ 12. The affairs of the association shall be managed by a board of not less than five directors, to be elected by the members or stockholders with such qualifications as may be provided for in the articles of incorporation or by-laws. The by-laws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be nominated according to such districts, either directly or by district delegates elected by the members in that district. In such case the by-laws shall specify the number of directors to be nominated by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association. The by-laws may provide that primary elections shall be held in each district to nominate the directors apportioned to such districts and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered final as to the association. The by-laws may provide that one or more directors may be nominated by any public official or commission or by the other directors nominated by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations. Such directors shall not number more than one-fifth of the entire number of directors.

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 office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock, of the association or others, or differing from terms generally current in that district.

The by-laws may provide for an executive committee to be elected by a board of directors from within or without the membership of the board and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

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 by-laws provide for the nomination of directors by districts. In such case the board of directors shall call a special meeting of the members or stockholders in the respective district to nominate a person qualified to fill the vacancy.