Membership Bylaws - Article VI
Officers
SECTION 6.1Number.
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 Treasurer may be held by the same person.
SECTION 6.12 Delegation of Secretary and Treasurer Responsibilities.
Notwithstanding the duties, responsibilities, and authorities of the Secretary and
the Treasurer herein above provided, the Board of Directors by resolution may, except
as otherwise limited by law, delegate the responsibility, authority and administrative
duties in whole or part to one or more of the agents, other officers, or employees
of the Cooperative who are no directors. To the extent that the Board does
so delegate with respect to any officer, that officer as such shall be released
from such duties, responsibilities and authorities.
SECTION 6.2 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 members following his election 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 6.3 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 it's judgment the best interest 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 percent 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 6.4 President.
The President shall:
(a) be the principal executive office
of the Cooperative and, unless otherwise determined by the members of the Board
of Directors, shall preside at all meetings of the members and the Board of Directors;
(b) sign, with the Secretary, 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 theses
bylaws to some other officer or agent of the Cooperative, or shall be required by
law to be otherwise signed or executed; and
(c) 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 6.5 Vice-President.
In the absence of the
President or in the event of his 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
by the Board of Directors.
SECTION 6.6 Secretary.
The Secretary Shall be responsible
for:
(a) keeping the minutes of the meetings
of the members and of the Board of Directors in one or more books provided for that
purpose;
(b) see that all notices are duly
given in accordance with these bylaws or as required by law;
(c) the safe keeping of the corporate
books and records and of 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 it's seal is duly authorized in accordance with the provisions of these bylaws;
(d) keep a register of the names
and post office addresses of all members;
(e) keeping on file at all times
a complete copy of the articles of incorporation and bylaws of the Cooperative containing
all amendments thereof (which copy shall always be open to the inspection of any
member) and at the expense of the Cooperative, furnishing a copy of the bylaws and
of all amendments thereto to any member upon request; and
(f) in general
performing all duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board of Directors.
SECTION 6.7 Treasurer.
The Treasurer shall be responsible
for:
(a) having charge and custody of
all funds and securities of the Cooperative;
(b) the receipts and the issuance
of receipts for all moneys due and payable to the Cooperative and for the deposits
of all such moneys in the name of the Cooperative in such bank or banks as shall
be selected with the provisions of these bylaws; and
(c) the general performance of 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.
SECTION 6.8 Manager.
The Board
of Directors may appoint a manager who may be, but who shall not be required to
be, a member of the Cooperative. The Manager shall perform such
duties and shall exercise such authority as the Board of Directors may from time
to time vest in him.
SECTION 6.9
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 6.10 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 6.11Reports.
The officers of the Corporation
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.