Okla. Stat. tit. 18, § 18-438.12

A. The business of a cooperative shall be managed by a board of

not less than five (5) trustees, each of whom shall be a member of

the cooperative. The bylaws shall prescribe the number of trustees,

their qualifications, other than those prescribed in this act, the

manner of holding meetings of the board of trustees and of electing

successors to trustees who shall resign, die, or otherwise be

incapable of acting. The bylaws may also provide for the removal of

trustees from office and for the election of their successors.

Trustees shall not receive any salaries for their services as

trustees and, except in emergencies, shall not receive any salaries

for their services in any other capacity without the approval of the

Oklahoma Statutes - Title 18. Corporations Page 128

members. The cooperative may provide liability, accident, life and

health insurance coverage for trustees choosing to have that

coverage. The bylaws may also prescribe a fixed fee for attendance

at each meeting of the board of trustees and may provide for

reimbursement of actual expenses of attendance.

B. The trustees of a cooperative named in any articles of

incorporation, consolidation, merger, conversion, or combined

consolidation and conversion shall hold office until the next annual

meeting of the members and until their successors are elected and

qualify. At each annual meeting or, in case of failure to hold the

annual meeting as specified in the bylaws, at a special meeting

called for that purpose, the members shall elect trustees to hold

office until the next annual meeting of the members, except as

otherwise provided in this act or the bylaws. Each trustee shall

hold office for the term for which he is elected and until his

successor is elected and qualifies. Vacancies shall be filled in

accordance with provisions of the bylaws.

C. The bylaws may provide that:

1. In lieu of electing the whole number of trustees annually,

the trustees shall be divided into three classes at the first or any

subsequent annual meeting, each class to be as nearly equal in

number as possible, with the term of office of the trustees of the

first class to expire at the next succeeding annual meeting, the

term of the second class to expire at the second succeeding annual

meeting, and the term of the third class to expire at the third

succeeding annual meeting; and

2. At each annual meeting or at district meetings, after such

classification, a number of trustees equal to the number of the

class whose term expires at the time of such meeting shall be

elected to hold office until the third succeeding annual or district

meeting.

D. A majority of the board of trustees, as determined by the

bylaws, shall constitute a quorum.

E. The board of trustees may exercise all of the powers of a

cooperative conferred upon the members by this act, or its articles

of incorporation or bylaws.