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Section 1: Number of Officers

The officers of the Cooperative shall be the president, vice-president, secretary and treasurer, and these shall constitute the Executive Committee. The offices of secretary and treasurer may be held by the same person.

Section 2: Election & Term of Office

  1. The officers shall be elected annually, by ballot, at the first meeting of the Board held after the annual meeting of the members. If, for any reason, the election cannot be held at such meeting, it shall take place at the next meeting of the Board. Election of any officer requires an affirmative vote of a majority of the Board.
  2. Officers shall hold office until the first meeting of the Board following the next annual meeting of the members or until their successor(s) have been elected.
  3. There shall be no term limits with the exception of that of the president, who shall serve a maximum of 3 consecutive one-year terms.
  4. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

Section 3: Removal of Officers by Trustees

  1. The Board may remove any officer it has elected or appointed whenever, in its judgment, such removal is in the best interest of the Cooperative.
  2. Removal of any officer requires an affirmative vote of a majority of the Board.

Section 4: Delegation of Duties

Officers may delegate appropriate duties and responsibilities of their office to a non-Board member, Cooperative officer, employee, agent or representative, with Board approval.

Section 5: President

The president may exercise all authority prescribed by the Board or the members, and shall:

  1. Be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the Board, shall preside at all meetings of the members, and of the Board of Trustees;
  2. On the Cooperative’s behalf, sign any document properly authorized or approved by the Board or members;
  3. Perform all other duties, shall have all other responsibilities which the Board or the members prescribe;
  4. Appoint any and all committees; and
  5. Be an ex officio member of all standing and special committees with the exception of the Nominating Committee.

Section 6: Vice President

The vice president shall:

  1. Upon the president’s death, absence, mental or physical disability, or refusal or inability to act, perform the duties and have the powers of the president;
  2. Perform all other duties, have all other responsibilities, and exercise all other authority prescribed by the Board or the members; and
  3. In the event of a vacancy arising in the office of president, assume the office until an election is held at the next meeting of the Board.

Section 7: Secretary

The secretary shall:

  1. Be responsible for assuring that the minutes of all Board meetings, and meetings of the members, reflect the official action(s) taken at that meeting;
  2. Affix the Cooperative’s seal to any document authorized or approved by the Board or members; and
  3. Perform all other duties, have all other responsibilities, and exercise all other authority prescribed by the Board or members.

Section 8: Treasurer

The treasurer shall:

Perform all duties, have all responsibility, and exercise all authority prescribed by the Board or the members, unless otherwise determined by the Board or the members, and unless otherwise required by law, the Articles of Conversion, or these Bylaws.

Section 9: 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 10: Manager

The Board of Trustees shall hire a manager who shall serve according to the terms and conditions as the Board may require.

Section 11: Bonds

At the Cooperative’s expense, the Cooperative may purchase a bond covering any Cooperative trustee, officer, employee, agent or representative handling or having responsibility for custody of the Cooperative’s funds or property.