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Article VII – Officers

Section 1. Number. The officers of the Cooperative shall be: Chairman, Vice Chairman, Secretary, Treasurer, and such other officers as may be determined by the Board from time to time (collectively, the “Officers”). The same person may hold the offices of Secretary and of Treasurer at the same time.

Section 2. Election and Term of Office. The Board shall elect the Officers at the annual Board Meeting. If the Board does not hold the election of Officers at such meeting, the Board shall hold such election as soon thereafter as convenient. Each Officer shall hold office until the first Board Meeting following the election and qualification of his or her successor.

Section 3. Vacancy. Except as otherwise provided, in the event that a position of an Officer is vacant, the Board shall elect a successor for such position who shall serve for the unexpired portion of that position’s term.

Section 4. Removal of Officers by Directors. 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 by doing so. In addition, any Member may bring charges against any Officer, and by filing with the Secretary such charges in writing together with a petition signed by Members representing 10% of the Membership, or 200 Members, whichever is lesser, 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 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 Member bringing the charges against the Officer shall have the same opportunity. In the event the Board does not remove such Officer, the question of the Officer’s removal shall be considered and voted upon at the next Membership Meeting.

Section 5. Chairman. The Chairman Shall

    1. Be the principal executive officer of the Cooperative and, unless otherwise determined by the Members or the Board, shall preside at all Membership Meetings and Board Meetings;
    2. Sign, with the Secretary, certificates of Membership, the issue of which shall have been authorized by the Board or the Memberships; and may 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 By-Laws to some other Officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
    3. In general, perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time.

Section 6. Vice Chairman. In the absence of the Chairman, or in the event of the Chairman’s 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 him by the Board.

Section 7. Secretary. Except as otherwise provided by the Board or these By-Laws, the Secretary shall be responsible for the following:

  1. Keeping the minutes of the Membership Meetings and the Board Meetings in books prepared for that purpose;
  2. Seeing that all notices are duly given in accordance with these By-Laws or as required by law;
  3. Safekeeping of the corporate books and records and 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 its seal is duly authorized in accordance with the provisions of these By-Laws;
  4. Keeping a register of the names and post office addresses of all Memberships;
  5. Keeping on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Cooperative containing all amendments thereto and at the expense of the Cooperative, furnishing a copy of these By-Laws and of all amendments thereto to each Member; and
  6. Performing all 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.

After obtaining the Board’s prior authorization, the President/CEO may appoint employees of the Cooperative to assist the Secretary in carrying out the responsibilities set forth in this Section.

Section 8. Treasurer. Except as otherwise provided by the Board or by these By-Laws, the Treasurer shall perform all duties, shall have all necessary responsibility, and may exercise all authority prescribed by the Board, including, but not limited to the following:

  1. Custody of all funds and securities of the Cooperative;
  2. The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such financial institutions as shall be selected in accordance with the provisions of these By-Laws; and
  3. The general performance of all the duties incident to the Treasurer and such other
    duties as from time to time may be assigned to him by the Board; provided, however, with respect to the duties and responsibilities of the Treasurer, the Cooperative shall indemnify and hold the Treasurer harmless against any and all losses, claims and/or damages which may be asserted against the Treasurer, in his official capacity, unless such claim is a result of an act personally committed or omitted by the Treasurer resulting in loss to the Cooperative.

After obtaining the Board’s prior authorization, the President/CEO may appoint employees of the Cooperative to assist the Treasurer in carrying out the responsibilities set forth in this Section.

Section 9. President/Chief Executive Officer. The Boardmay employ a President/Chief Executive Officer (“President/CEO”) who may be, but who shall not be required to be, a Member. The President/CEO shall perform such duties and shall exercise such authority as the Board may from time to time vest in him. The hiring, compensation, and termination of the employment of the President/CEO shall be determined by majority vote of all members of the Board. The hiring, compensation, and termination of the employment of all other staff members shall be determined by the President/CEO, taking into account the operating budget approved by the Board. The President/CEO shall manage the staff and the headquarters offices of the Cooperative, and perform such other duties as the Chairman and the Board may prescribe.

Section 10. 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 shall determine. The Board 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 powers, duties, and compensation of Officers, agents, and employees shall be fixed by the Board, subject to the provisions of these By-Laws with respect to compensation for Directors and Close Relatives of Directors.

Section 12. Reports. At each annual Membership Meeting, the Officers of the Cooperative shall submit 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.