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 directors from time to time. The offices of Secretary and of Treasurer may be held by the same person.
Section 2. Election & Term of Office
The officers shall be elected, by ballot, annually by and from the directors at the first meeting of the directors held after each 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 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 directors may be removed by the directors whenever it is in their judgment that 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 directors for the unexpired portion of the term.
Section 5. Chairman
The Chairman:
- Shall be the principal executive office of the Cooperative and shall preside at all meetings of the members and of the directors;
- Shall sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by resolution of the directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the 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
- In general, shall perform all duties incident to the office of Chairman and such other Duties as may be prescribed by the directors from time to time.
Section 6. Vice Chairman
In the absence of the Chairman or in the event of his 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 and shall perform other duties as from time to time may be assigned to such person by the directors.
Section 7. Secretary
The Secretary shall:
- Keep the minutes of meetings of the members and the directors in one or more books provided for that purpose;
See that all notices are duly given in accordance with these bylaws or as required by law; - Be custodian for 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 issuance 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;
- Sign with the Chairman certificates of membership, the issue of which shall have been authorized by resolution of the directors;
- Keep on file at all times a complete copy of the 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 forward a copy of the bylaws and of all amendments thereto to each member upon request; and
- In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the directors.
Section 8. Treasurer
The Treasurer shall in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the directors.
Section 9. Chief Executive Officer
The 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 directors may from time to time require of him and shall have such authority as the directors may from time to time vest in such person.
Section 10. Bonds of Officers
The directors in their sole discretion may also require any 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 powers, duties and compensation of any officer, agent, or employee of the Cooperative shall be fixed by the 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.