Section 6.01 Number & Title
The officers of the Cooperative shall be a Chairperson, Vice Chairperson, Secretary, Treasurer, Assistant Secretary-Treasurer and the President and Chief Executive Officer, who shall not be a member of the Board of Directors, and such other officers as may from time to time be determined by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person.
Section 6.02 Election & Term of Office
The officers shall be elected annually by and from the Board of Directors at the meeting of the Board of Directors held directly 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 of Directors following the next 11 succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term.
Section 6.03 Removal of Officers & Agents
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 6.04 Chairperson
The Chairperson shall:
- be the principal executive officer of the Cooperative, and unless otherwise determined by the members or the Board of Directors, shall preside at all meetings and meetings of the Board of Directors;
- sign, with the Secretary, 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
- in general, perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6.05 Vice Chairperson
In the absence of the Chairperson or in the event of his inability or refusal to act, the Vice Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all powers and be subject to all restrictions upon the Chairperson. The Vice Chairperson shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6.06 Secretary
The Secretary shall be responsible for:
- keeping the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose;
- seeing that all notices are duly given in accordance with these bylaws or as required by law;
- the safe keeping of the corporate records and of 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 bylaws;
- keeping a register of the names and post office addresses of all members;
- keeping on file at all times a complete copy of the Articles of Conversion 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, forwarding a copy of the bylaws and of all amendments thereto to each member; and
- the general performance of all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6.07 Treasurer
The Treasurer shall be responsible for:
- custody of all funds and securities of the Cooperative;
- the receipt of and the issuance of receipts for moneys due and payable to the Cooperative from any source whatsoever, and for the deposit of all such moneys in the name of the Cooperative in such banks as shall be selected in accordance with the provision of these bylaws; and
- the general performance of all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6.08 Assistant Secretary-Treasurer
In the absence of the Secretary or Treasurer, or in the event of his inability or refusal to act, the Assistant Secretary-Treasurer shall perform the duties of the Secretary or Treasurer, and when so acting, shall have all powers and be subject to all restrictions upon the Secretary or Treasurer. The Assistant SecretaryTreasurer shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6.09 President & Chief Executive Officer
The Board of Directors may appoint a President and Chief Executive Officer who shall serve as the Chief Executive Officer, and who shall not be a director but shall be required to be a member of the Cooperative. The President and Chief Executive Officer shall perform such duties and exercise such authority as from time to time are vested by the Board of Directors.
Section 6.10 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 be bonded 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 be bonded in such amount and with such surety as it shall determine.
Section 6.11 Compensation
The powers, duties and compensation of any officers, board-appointed committees, and employees shall be fixed by the Board of Directors, subject to the provisions of these bylaws with respect to compensation.
Section 6.12 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. Such reports shall set forth the condition of the Cooperative at the close of such fiscal year.