Section 1. Number
The officers of the Cooperative shall be a president, vice president, secretary, treasurer and such other officers as may be determined by the board from time to time. The offices of secretary and 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 board at the 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 possible. Each officer shall hold office until the first meeting of the board following the next succeeding annual meeting of the members or until his or her 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 & Agents by the Board
Any officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment the best interests of the Cooperative will be served thereby.
Section 4. President
The president shall:
a. Be the principal executive 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;
b. May sign, with the secretary 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 some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and
c. In general perform all duties incident to the office of the president, and such other duties as may be prescribed by the board from time to time.
Section 5. Vice President
In the absence of the president, or in the event of the officer’s inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the power of and be subject to all the restrictions upon the president. The vice president shall also perform such other duties as from time to time may be assigned to him by the board.
Section 6. Secretary
The secretary shall be responsible for:
a. Keeping the minutes of the meetings of the members and of the board in books provided for that purpose;
b. Seeing that all notices are duly given in accordance with these bylaws or as required by law;
c. The safekeeping of the corporate books and records and the seal of the corporation and affixing the seal of the corporation 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;
d. Keeping a register of the names and post office addresses of all members;
e. Keeping 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
f. In general 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.
Section 7. Treasurer
The treasurer shall be responsible for:
a. Custody of all funds and securities of the Cooperative;
b. 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 bank or banks as shall be selected in accordance with the provisions of these bylaws; and
c. 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 the officer by the board.
Section 8. Manager
The board may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative. The manager shall perform such duties and shall exercise such authority as the board may from time to time vest in him or her.
Section 9. Fiduciary Insurance Coverage 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 or covered by fiduciary insurance 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 be bonded or covered by fiduciary insurance in such amount and with such surety as it shall determine. For the purposes of this section, the word “bonded” or the term “fiduciary insurance” shall include Crime Coverage as described in the Cooperative’s All-Risk Blanket Policy.
Section 10. Compensation
The powers, duties and compensation of officers, agents and manager shall be fixed by the board subject to the provisions of these bylaws with respect to compensation for a board member and close relatives of a board member.
Section 11. 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.