Section 1: Number
The officers of the Cooperative shall be a Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as may be determined by the board from time to time. The same person may hold the offices of Secretary and of Treasurer.
Section 2: Election & Term of Office
The officers shall be elected annually by and from the board at a meeting of the board 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 following the next succeeding annual meeting of the members or until their successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board for the unexpired portion of the term.
Section 3: Removal of Officers by the Board
Any officer elected or appointed by the board may be removed by the board whenever, in its judgment, the best interests of the Cooperative will be served thereby. The removal of a director from the officer position does not remove that director from the board. In addition, any member of the Cooperative may bring charges against a board officer, and by filing with the Board Secretary such charges in writing together with a petition signed by 10% of the members. The officer against whom such charges have been brought shall be informed in writing of the charges at least 10 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 them shall have the same opportunity. In the event the board does not remove such officer, the question of their removal shall be considered and voted upon at the next meeting of the members.
Section 4: Chairman
The Chairman shall:
- be the principal officer of the Cooperative and, unless otherwise determined by the members or the board, shall preside at all meetings of the members and the board;
- sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board or by these bylaws to the General Manager 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 the Chairman and such other duties as may be prescribed by the board from time to time.
Section 5: Vice Chairman
In the absence of the Chairman or in the event of his or her inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall also perform such other duties as from time to time may be assigned to them by the board.
Section 6: Board Secretary
The Board Secretary shall, or under their direction, be responsible for:
- keeping or causing to be kept the minutes of the meetings of the members and of the board 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 11 execution of which on behalf of the Cooperative under its Seal is duly authorized in accordance with the provisions of these bylaws;
- keeping or causing to be kept the register of the names and post office addresses of all members;
- keeping or causing to be kept 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, furnishing a copy of the bylaws and of all amendments thereto to any member upon request; and
- In general, performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the board.
Section 7: Treasurer
The Treasurer shall be responsible for the general performance of all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to them by the board
Section 8: General Manager
The board will 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 and shall exercise such authority as the board may from time to time vest in them.
Section 9: Bonds of Board Officers
The Treasurer and any other board officer of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the board shall determine. The board, in its discretion, may also require any employee of the Cooperative to be bonded in such amount and with such surety as it shall determine
Section 10: Compensation
The powers, duties, and compensations of officers of the Cooperative shall be fixed by the board, subject to the provisions of these bylaws with respect to compensation for a board member. Wage and salary ranges for positions for other employees shall be fixed by the board.
Section 11: Reports
The board 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.