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 first meeting of the Board of Directors held after each annual meeting of the Members. If the election of officers shall not be held at such meeting, then such election shall be held within 10 days after the annual election of directors. 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 duly elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal of officers.
Section 3. Removal. 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.
Section 4. Vacancies. Except as otherwise provided in these bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall:
- be the principal executive officer of the Cooperative and preside at all meetings of the Members and of the Board of Directors;
- 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
- perform all duties incident to the office of president, have all other responsibilities, and may exercise all other authority as may be prescribed by the Board of Directors.
Section 6. 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 and shall perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 7. Secretary. The Secretary shall:
- be responsible for preparing minutes of board and member meetings;
- see that all notices are duly given in accordance with these bylaws or as required by law;
- affix the Cooperative’s seal to any document authorized or approved by the board or members;
- be responsible for authenticating the Cooperative’s records;
- assure that a complete copy of the bylaws of the Cooperative containing all amendments thereto will be kept on file and, which copy shall always be made available to any Member, and at the expense of the Cooperative a copy of the bylaws and all amendments thereto will be forwarded to each Member, and
- perform all other duties, have all other responsibilities, and may exercise all other authority prescribed by the board of directors.
Section 8. Treasurer. The Treasurer shall:
- be responsible for all funds and securities of the Cooperative;
- approve the manner in which all funds received by the Cooperative are properly receipted, recorded, and deposited in financial institutions approved by the Board of Directors;
- perform all other duties, have all other responsibilities, and may exercise all other authority by the board of directors;
Section 9. General Manager. The Board of Directors shall appoint a general manager who may be, but who shall not be required to be, a Member of the Cooperative. The general manager shall perform such duties as the Board of Directors requires and shall have such authority as the Board of Directors delegates.
Section 10. Bonds of Officers. The Board of Directors may require the Treasurer or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property to give bonds 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 11. Compensation. The compensation, if any, of any officer, agent, or employee who is also a director or close relative of a director shall be approved by the Board of Directors, and the power, duties, and compensation of any other officers and agents shall be fixed by the Board of Directors. Compensation of the general manager shall be fixed by the Board of Directors.
Section 12. 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 and showing the condition of the Cooperative at the close of such fiscal year.