Article 6. Directors And Management of California Public Utilities Code >> Division 1. >> Part 4. >> Chapter 1. >> Article 6.

The affairs of the association shall be managed by a board of not less than three directors who are elected by the members.

The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In that case, the bylaws shall specify the number of directors to be elected by each district, and the manner and method of reapportioning the directors and of redistricting the territory of the association.

The bylaws may provide that primary elections shall be held to nominate directors. If the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may also provide that the results of the primary elections in the various districts shall be final and shall be ratified at the annual meeting of the association.

The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the districts. In that case, the bylaws shall specify the number of representatives or advisers to be elected by each district, and the manner and method of reapportioning the representatives or advisers and of redistricting the territory of the association.

The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members. These directors so appointed shall represent primarily the interest of the general public. These directors shall have the same powers and rights as the other directors. The directors so chosen shall not number more than one-fifth of the entire number of directors.

The bylaws may provide for an executive committee and may delegate to the committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

The association may provide a fair remuneration for the time which is actually spent by its officers and directors in its service and for the service of the members of its executive committee.

If a vacancy on the board of directors occurs except by expiration of a 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 districts. If the bylaws provide for an election of directors by districts, the vacancy shall be filled by the election of a director from the district in which the vacancy occurs or the board may call a special meeting of the members in that district to fill the vacancy.

The directors shall elect a president, one or more vice presidents, a secretary, a treasurer, and any other officers that may be prescribed by the bylaws. Any two or more offices, except those of president and secretary, may be held by the same person. The treasurer may be a bank or any depository and, as such, shall not be considered an officer, but a function of the board of directors. In that case, the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only, as, and where authorized by the board.

Any member may bring charges against an officer or director by filing them, in writing, with the secretary of the association, together with a petition which is signed by 5 percent of the members, which requests the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove the officer or director and fill the vacancy. The director or officer against whom charges have been brought shall be informed, in writing, of the charges prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses. The person bringing the charges against the director or officer shall have the same opportunity. If the bylaws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be signed by 20 percent of the members that reside in the district from which the director was elected. The board of directors shall call a special meeting of the members that reside in that district to consider the removal of the director and, by a vote of the majority of the members of that district, the director in question shall be removed from office.