Section 421H-3 - Contents of bylawsThe bylaws shall provide at least the following:
(1) The election of a board of directors, the number of persons constituting the board, and that the terms of at least one-third of the directors shall expire annually; the powers and duties of the board; the method of removal from office of directors; and whether or not the board may engage the services of a manager or managing agent, or both, and specifying which of the powers and duties granted to the board by this chapter or otherwise may be delegated by the board to either or both of them.(2) Method of calling meetings of the shareholders; what percentage, if other than a majority of shareholders constitutes a quorum; and what percentage, consistent with this chapter, is necessary to adopt decisions binding on all shareholders.(3) Election of a president from among the board of directors who shall preside over the meetings of the board of directors.(4) Election of a secretary who shall keep the minute book wherein resolutions shall be recorded.(5) Election of a treasurer who shall keep the financial records and books of accounts.(6) Operation of the property; determination and collection of monthly carrying charge for each unit.(7) Designation and removal of personnel necessary for maintenance and repair.(8) Method of adopting and amending administrative rules and regulations governing the details of the operation and use of corporate property.(9) Two-thirds of the shareholders may at any time modify or amend the bylaws, but each one of the particulars set forth in this section shall always be embodied in the bylaws.(10) All members of the board of directors except for initial provisional directors shall be shareholders. There shall not be more than one representative on the board of directors from any one dwelling unit.(11) A director shall not cast any proxy vote at any board meeting, nor shall a director vote at any board meeting on any issue in which the director has a conflict of interest.(12) No employees of the cooperative shall serve on the board of directors.(13) The board of directors shall meet at least once a year.(14) Notices of shareholders' meetings, whether annual or special, shall be delivered to each shareholder at least fourteen days prior to such meeting, and shall contain at least: the date and time of such meeting; the place of such meeting; and the items on the agenda of such meetings.(15) All board of directors' meetings shall be conducted in accordance with Robert's Rules of Order, or other accepted rules for the conduct of meetings.(16) The shareholders may require, by vote at the annual meeting, a yearly audit of the corporate books by a certified public accountant.(17) Notice of the annual board meeting shall be given in a reasonable manner at least fourteen days, if practicable, prior to such meeting.(18) That the minutes of meetings of the board of directors, shareholders, and the corporation's financial statements shall be available for examination by shareholders at convenient hours at a place designated by the board.(19) A proxy shall only be valid for the meeting to which the proxy pertains and its adjournments, may designate any person as proxy, and may be limited as the shareholder desires and indicates; provided that no proxy shall be irrevocable.