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 officers of secretary and treasurer may be held by the same person.
Section 2. Election & Term of Office.
The officers shall be elected by majority ballot, annually by 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 it conveniently may be. Each officer shall hold office until the first meeting of the board following the next 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 for the unexpired portion of the term. The election or appointment of any officer, by itself, does not create a contract between the Cooperative and the officer. Every officer shall discharge the officer’s duties:
- In good faith;
- With the care an ordinary prudent person in a like position would exercise under similar circumstance; and
- In a manner the officer reasonably believes to be in the Cooperative’s best interest.
Section 3. Removal of Officers & Agents by the Board.
Any officer or agent 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 thereby. In addition, a petition signed by at least 10% of the members or 300, whichever is the lesser, requesting the removal of any officer may be filed at any time with the president or the secretary. The officer against whom such petition has been brought shall be informed in writing of the petition at least 20 days prior to the board meeting at which the petition is to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and a person or persons supporting the petition shall likewise have an opportunity to be heard in person or by counsel and to present evidence. In the event the board does not remove such officer, the question of his removal shall be considered and voted upon at the next meeting of the members.
Section 4. President.
The president shall:
- Be the principal officer of the Cooperative and, unless otherwise determined by the members of the board, shall preside as chairman at all meetings of the members and the board;
- Sign, with the secretary, certificates of membership the issue of which shall have been authorized by the board or the members, 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 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 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 his 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 him by the board.
Section 6. Secretary.
The secretary shall be responsible for:
- Keeping the minutes of the meetings of the members and of the board in books provided for that purpose;
- Seeing that all notices are duly given in accordance with these bylaws or as required by law;
- The safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative 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.
- Keeping a register of the names and post office addresses of all members.
- Signing, with the president, certificates of membership, the issue of which shall have been authorized by the board or the members.
- 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
- 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 by the board.
- It being understood and authorized that day to day, routine record keeping and the filing of the Cooperative’s documents may be performed and maintained by the manager and office staff of the Cooperative.
Section 7. 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 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
- 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.
- It being authorized and understood that actual day-to-day accounting and routine financial transactions may be carried out through the manager and office staff of the Cooperative.
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. Further, such manager shall also act as and be the chief executive officer of the Cooperative and as such charged with the day to day activities of the Cooperative, its business, staff, and employees. The manager shall report to the officers and board of the Cooperative. The board may, from time to time, adopt a policy further outlining the duties and responsibilities of the manager.
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 fund or property shall be bonded 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 in such amount and with such surety as it shall determine.
Section 10. Compensation.
The powers, duties, and compensation of officers, agents, and employees 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.