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Article VI

Officers

Section 1. Number.

The officers of the cooperative shall be a president, vice president, secretary, treasurer, and such other officers as may be determined by the board of directors from time to time.  The offices of secretary and of treasurer may be held by the same person.

Section 2. Election and Term of Office.

The officers shall be elected by ballot, annually by and from the board of directors at the meeting of the board of directors held immediately after the annual meeting of the members.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until the first meeting of the board of directors following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified.  A vacancy in any office shall be filled by the board of directors for the unexpired portion of the term.

Section 3. Removal of Officers and Agents by Directors.

Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the cooperative will be served thereby.  In addition, any member of the cooperative may bring charges against an officer, and by filing with the secretary such charges in writing together with a petition signed by ten per centum of the members, may request the removal of such officer.  The officer against whom such charges have been brought shall be informed in writing of the charges at least ten days prior to the board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.  In the event the board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.

Section 4. President.  

The president shall:

  1. be the principal executive officer of the board of directors, and shall preside at all meetings of the members and of the board of directors.
  2. sign, with the secretary, certificates of membership, the issue of which shall have been authorized by the board of directors or the members, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the board of directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board of directors, or by these bylaws to some other officer or agent of the cooperative; or shall be required by law to be otherwise signed or executed; and
  3. in general perform all duties incident to the office of  president and such other duties as may be prescribed by the board of directors from time to time.

Section 5. Vice President.

In the absence of the president, or in the event of his/her inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the president.  The vice president shall also perform such other duties as from time to time may be assigned to him/her by the board of directors.

Section 6. Secretary.

The secretary shall:

  1. keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose;
  2. see that all notices are duly given in accordance with these bylaws as required by law;
  3. be custodian of the corporate records and of the seal of the cooperative and affix the seal of the cooperative to all certificates of membership prior to the issue thereof and to all documents, the execution of which on behalf of the cooperative under its seal is duly authorized in accordance with the provisions of these bylaws;
  4. keep a register of the names and post office addresses of all members;
  5. sign, with the president, certificates of membership, the issue of which shall have been authorized by the board of directors or the members;
  6. have general charge of the books of the cooperative;
  7. keep on file at all times a complete copy of the articles of incorporation and bylaws of the cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the cooperative, forward a copy of the bylaws and of all amendments thereto to each member; and in general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned him/her by the board of directors.

Section 7. Treasurer. 

The treasurer shall:

  1. have charge and custody of, and be responsible for all funds and securities of the cooperative;
  2. be responsible for the receipt of, and the issuance of receipts for all monies due and payable to the cooperative, and for the deposit of all such money in the name of the cooperative in such bank, or banks, as shall be selected in accordance with the provisions of these bylaws; and
  3. in general, perform all the duties incident to the office of treasurer, and such other duties as from time to time may be assigned to him by the board of directors.

Section 8. General Manager/Chief Executive Officer. 

The board of directors may appoint a general manager/chief executive officer, who will perform such duties as the board of directors may, from time to time, require, and shall have such authority as the board of directors may, from time to time, vest in the general manager/chief executive officer.  The general manager/chief executive officer shall be the principal executive officer of the cooperative and shall have general and active management of the business affairs of the cooperative subject to the supervision, order, and direction of the board of directors.

Section 9. Bonds of Officers.

The treasurer and any other officer or agent of the cooperative charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the board of directors shall determine.  The board of directors in its discretion may also require any other officer, agent or employee of the cooperative to give bond in such amount, and with such surety as it shall determine. 

Section 10. Compensation.

The powers, duties, and compensation of officers, agents and employees shall be fixed by the board of directors, subject to the provisions of these bylaws with respect to compensation for directors and close relatives of directors.

Section 11. Reports.

The officers of the cooperative shall submit at each annual meeting of the members reports covering the business of the cooperative for the previous fiscal year.  Such reports shall set forth the condition of the cooperative at the close of such fiscal year.

Section 12. Delegation of Secretary's and Treasurer's Responsibilities. 

Notwithstanding the duties, responsibilities and authorities of the secretary and of the treasurer hereinbefore provided, the board of directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular and routine administration of, one or more of such officers' such duties to one or more agents or other officers of the cooperative who are not directors.  To the extent that the board does so delegate with respect to either such officer, that officer as such shall be released from such duties, responsibilities and authorities.

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