Article VI
Officers
Section 1. Number.
The officers of the Cooperative shall be President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. The offices of Secretary and Treasurer may be held by the same person.
Section 2. Election and Term of Office.
The officers shall be elected annually and without prior nomination by or from the Board of Directors at the meeting of the Board of Directors held after the annual meeting of the members, with the Cooperative’s legal counsel conducting said election and recording minutes of the same. 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 succeeding annual meeting of the members or until the new successor shall have been elected and shall have qualified. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of term.
Section 3. Removal of Officers and Agents by Directors.
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 interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, by filing with the Secretary such charges in writing together with a petition signed by ten per centum (10 percent) of the members, requesting the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least ten (10) days prior to the Board meeting at which the charges are to be considered and the officer against whom such charges have been brought, shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect to the charges; and the person or persons 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 meeting of the members.
Section 4. President.
The President 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 of the members and 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 the cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors 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
- In general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice President.
In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers 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 the Director by the Board of Directors.
Section 6. Secretary.
The Secretary shall be responsible for the following:
- Keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose;
- Be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative to all documents, prior to the issue thereof, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of these by-laws;
- See that all notices are duly given in accordance with these by-laws or as required by law;
- Keep a register of the names and post office addresses of all members;
- Keep on file at all times a complete copy of the articles of incorporation and by-laws of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any members) and at the expense of the Cooperative, forward a copy of the by-laws and of all amendments thereto to each member; upon such members 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 the Director by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall be responsible for:
- Having charge and custody of and be responsible for all funds and securities of the Cooperative;
- Being responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such moneys in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these by-laws; and
- In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Director by the Board of Directors.
Section 8. Manager/CEO (Chief Executive Officer).
The Board of Directors may appoint a Manager/CEO (Chief Executive Officer) 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 of Directors may from time to time vest in the Manager/CEO (Chief Executive Officer).
Section 9. 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, with the cost of the same being borne by the Cooperative.
Section 10. Compensation.
The powers, duties and compensation of officers, agents and employees shall be fixed by the Board of Directors, subject to the provisions of these by-laws with respect to compensation for directors and close relatives of directors.
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.
Section 12. Indemnification of Officers, Directors, Employees and Agents: Insurance.
- Each Director, officer, employee, or person acting as agent for or on behalf of the corporation now or hereafter serving as such, shall be indemnified by the Cooperative against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such director, officer, employee or agent for said Cooperative, or by reason of any action alleged to have been taken, omitted, or neglected by him/her as such Director, officer, employee or agent and the Cooperative shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability, provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred in connection with any claim or liability arising out of his/her own willful misconduct or gross negligence.
- The amount paid to any such person by way of indemnification shall not exceed his/her actual reasonable and necessary expenses incurred in connection with the matter involved, such additional amount as may be fixed by a committee of not less than five (5) persons nor more than seven (7) persons selected by the Board of Directors, who shall be members of the Cooperative, but not officers or directors, employees or persons performing services for the Cooperative, and any determination so made shall be prima facie evidence of the reasonableness of the amount fixed or binding on the indemnified officer, Director, employee or agent. The right of indemnification hereinabove provided shall not be exclusive of any rights to which any Director, officer, employee or agent may otherwise be entitled by law.
- The Cooperative may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Cooperative, or is or was serving at the request of the Cooperative as a Director, officer, employee or agent of another corporation, cooperative, partnership, joint venture, trust or other enterprise against any liability asserted against him/her or incurred by him/her in any such capacity, or arising out of his/her status as such whether or not the Cooperative would have the power to indemnify him/her against such liability under the provisions of this section.