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Section 1. Number
The officers of the Cooperative shall be a President, Vice-President,
Secretary, and Treasurer. The offices of Secretary and of Treasurer may be held
by the same person.
Section 2. Election and Term of Office
The officers shall be elected by ballot,
annually by and from the Board of Trustees at the meeting of the board 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 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 of Trustees for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by the Board
Any officer or agent
elected or appointed by the Board of Trustees may be removed by the Board whenever
in its judgement the best interests of the Cooperative will be served thereby.
In addition, any member of the Coop-erative may bring charges against any officer
by filing such charges in writing with the Secretary, together with a petition
signed by ten percent of the members or 300, whichever is the lesser and request
the removal of that particular officer by reason thereof. The officer against
whom such charges have been brought shall be informed in writing of the charges
at least five days prior to the 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 present evidence in respect of the charges; and the person or persons bringing
the charges against him shall have the same opportunity. 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:
(a) be the principal executive officer of the cooperative and, unless otherwise
determined by the members or the Board, shall president at all meetings of the
members and the Board of Trustees;
(b) sign, with the secretary, certificates of membership, the issue of which
shall have been authorized by the Board of Trustees or the members, and may sign
any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments
authorized by the Board of Trustees to be executed, except in cases in which
the signing and execution thereof shall be expressly delegated by the Board of
Trustees or by these bylaws to some other officer or agent of the Cooperative,
or shall be required by all to be otherwise signed or executed; and
(c) in general perform all duties incident to the office of president and such
other duties as may be prescribed by the Board of Trustees 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 while so acting, shall have all the power of and be subjected
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 of
Trustees.
Section 6. Secretary
The secretary shall be responsible for:
(a) Keeping the minutes of the meetings of the members and of the Board of Trustees
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) Safekeeping of the corporate books and records and of 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;
(d) Keeping a register of the names and post office addresses of all members
and the district in which they reside; (Amended October 1986)
(e) Signing, with the president, certificates of membership, the issue of which
shall have been authorized by the board of trustees or the members;
(f) 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;
(g) 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 of
trustees.
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 banks as shall be selected in accordance with the provisions
of these bylaws;
(c) The general performance of all the duties incident to the office of the Treasurer
and such other duties as from time to time may be assigned to him by the board
of trustees.
Section 8. Manager
The board of trustees 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 of trustees may from time to time vest in him.
Section 9. Bonds of Officers
The treasurer and any other officer or agent of
the cooperative charged with the 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 trustees 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 of trustees subject to the provisions
of these bylaws with respect to compensation for trustees and close relatives
of trustees.
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.
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