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409 Director Compensation

Directors as such shall not receive any salary for their services, but by a resolution of the board of directors, may receive on a per diem basis, a fixed fee: (1) for attending meetings and committee meetings of the board of directors and, (2) when such has had prior approval of the board of directors, for the performance of other Cooperative business, including conferences and educational meetings.  Directors shall also receive reimbursement of any travel and out-of-pocket expenses actually, necessarily and reasonably incurred in attending such meetings and performing such business.  No director shall be compensated for expenses incurred in traveling from any point outside of the service area to attend any meeting of the board of directors.  No director shall receive compensation for serving the Cooperative in any other capacity.  Nor shall any close relative of a director receive compensation for serving the Cooperative, unless payment of and the amount of such compensation shall be specifically authorized by a vote of the board of directors.  As used in the Bylaws, “close relative” means a person, who, by blood or in law, including step and adoptive kin, is either a spouse, child, grandchild, parent, grandparent, brother, sister, aunt, uncle, nephew, or niece of the principal.