Section 1. Number. The officers of the Cooperative shall be President, Vice-President, Secretary, and Treasurer. 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 or at the first meeting of the Board of Directors held after a special membership meeting at which directors were elected. 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 duly elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal of offices.
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 interest 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 shall preside at all meetings of the members of the Board of Directors.
- Shall sign, with the Secretary certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors, 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.
- In general, shall 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. Vice-President. In the absence of the President, or in the event of his or her inability 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 or her by the Board of Directors.
Section 7. Secretary. The Secretary, together with the President of the Board and such other person or persons to whom the Board may delegate authority, shall:
- Keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose.
- Sign with the President certificates of membership, the issuance of which shall have been authorized by resolution of the Board of Directors.
- See that there is on file in the office of the Cooperative at all times a complete copy of the bylaws of the Cooperative containing all amendments thereto, which copy shall be open to the inspection of any member at all reasonable times.
- Together with the Assistant Chief Executive Officer, head Bookkeeper, or other named employee of the Cooperative (Board to determine what officer or employee) see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed 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; keep in the office of the Cooperative, a register of the post office address of each member and the books of the Cooperative containing a record of members (the members shall furnish the secretary with their post office addresses); and in general perform all of the duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 8. Treasurer. The Treasurer together with the President of the Board and such other person or persons to whom the Board may delegate authority shall:
- Have charge and custody of and be responsible for all funds and securities of the Cooperative;
- Receive and give receipts for monies due and payable to the Cooperative from any source whatsoever, and deposit all such monies in the name of the Cooperative in such banks as shall be selected in accordance with the provisions of these bylaws; and
- 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 or her by the Board of Directors.
Section 9. Chief Executive Officer. The Board of Directors may appoint a chief executive officer who may be, but who shall not be required to be a member of the Cooperative. The chief executive officer shall perform such duties as the Board of Directors may from time to time require of him or her and shall have such authority as the Board of Directors may from time to time vest in him or her.
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 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 11. Compensation. The compensation, if any, of any officer who is also a director, shall be determined 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.