Section 1. Number and Title. The Officers of the Cooperative shall be a Chairman of the Board & President, Vice-Chairman, Secretary, and Treasurer, and such other Officers as may from time to time be determined by the Board of Trustees. The offices of the Secretary and 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 Trustees at the meeting of the Board of Trustees held directly after the annual meeting of the members. If the election of Officers shall not be held as soon thereafter as conveniently may be, each Officer shall hold office until the first meeting of the Board of Trustees 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 Trustees for the unexpired portion of the term.
Section 3. Removal. Any Officer, agent, or employee elected or appointed by the Board of Trustees may be removed by the Board whenever in its judgment the best interests of the Cooperative will be thereby served. However, such removal shall not be effectuated inconsistently with any written contract between the Cooperative and such Officer, agent, or employee unless he so consents.
Section 4. Chairman of the Board & President.
He/She shall:
- be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the Board of Trustees, shall preside at all meetings of the members and the Board of Trustees;
- sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees 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
- in general, perform all duties incident to the office of Chairman of the Board & President and such other duties as may be prescribed by the Board of Trustees from time to time.
Section 5. Vice-Chairman. In the absence of the Chairman of the Board & President, or in the event of his/her inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman of the Board & President and, when so acting, shall have all the power of and be subject to all the restrictions upon the Chairman of the Board & President. The Vice-Chairman shall also perform such other duties as from time to time may be assigned to him/her by the Board of Trustees.
Section 6. Secretary. The Secretary shall be responsible for:
- keeping the minutes of the meetings of the members and of the Board of Trustees in books provided for that purpose;
- seeing that all notices are duly given in accordance with these Bylaws or as required by law;
- the safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative 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;
- keeping a register of the names and post office addresses of all members;
- keeping 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, furnish a copy of the Bylaws and of all amendments thereto to any member upon request; and
- performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board of Trustees.
Section 7. Treasurer. The Treasurer shall be responsible for:
- custody of all funds and securities of the Cooperative;
- the receipt of and the issuance of receipts for moneys due and payable to the Cooperative from any source whatsoever, and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and
- performing all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board of Trustees.
Section 8. Exec. VP/CEO and Manager. The Board of Trustees may appoint an Exec. VP/CEO and Manager who may be, but shall not be required to be, a member of the Cooperative. The Exec. VP/CEO and Manager shall perform such duties and shall exercise such authority as the Board of Trustees may from time to time vest in him/her.
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 Trustees shall determine. The Board of Trustees, at 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 any Officers, agents, and employees shall be fixed by the Board of Trustees, subject to the provisions of these Bylaws with respect to compensation for Trustees and close relatives of Trustees.
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 Trustees by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for and the regular or routine administration of one or more of each such Officer’s such duties to one or more agents, other Officers, or employees of the Cooperative who are not Trustees. 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.