ARTICLE VI - Officers

ARTICLE VI - Officers

SECTION 6.1 – Required Officers

The Cooperative must have the following officers: Chairman, Vice-Chairman, Secretary, and Treasurer (“Required Officers”).

The Board shall elect Required Officers:

A. At the first Regular Board Meeting following each Annual Member Meeting, or as soon after each Annual Member Meeting as reasonably possible and convenient;

B. By affirmative vote of a majority of Directors in office; and

C. By secret written ballot without prior nomination.

Only Directors may be elected, and serve, as a Required Officer.One Director may simultaneously be Secretary and Treasurer. Unless allowed by Law, however, this Director may not execute, acknowledge, or verify any document in more than one capacity.

Subject to removal by the Board, each Required Officer shall hold office until the Required Officer’s successor is duly elected. The Board shall fill any vacant Required Officer’s position for the remaining unexpired portion of the Required Officer’s term.

SECTION 6.2 – Chairman

Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the Chairman:

A. Shall preside, or designate another individual to preside, at all Board and Member Meetings;

B On the Cooperative’s behalf, may sign any document properly authorized or approved by the Board or Members; and

C. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority, prescribed by the Board or Members.

SECTION 6.3 – Vice Chairman 

Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the

Vice-Chairman:

A. Upon the Chairman’s death, absence, disability, or inability or improper refusal to act, shall perform the duties, and have the powers, of the Chairman; and

B. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority prescribed by the Board or Members.

SECTION 6.4 – Secretary

Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the

Secretary:

A. Shall be responsible for preparing minutes of Board and Member Meetings;

B. Shall be responsible for authenticating the Cooperative’s records;

C. May affix the Cooperative’s seal to any document authorized or approved by the Board or Members; and

D. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority, prescribed by the Board or Members.

SECTION 6.5 – Treasurer

Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the Treasurer shall perform all duties, shall have all responsibility, and may exercise all authority, prescribed by the Board.

SECTION 6.6 – Other Officers

The Board may elect or appoint other officers including, without limitation, a President, one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, (“Other Officers”). Other

Officers:

A. May be Directors, Cooperative employees, or other individuals;

B. Must be elected or appointed by the affirmative vote of a majority of current Directors;

C. May be elected by secret written ballot and without prior nomination;

D. May assist Required Officers; and

E. Shall perform all duties, shall have all responsibilities, and may exercise all authority, prescribed by the Board.

The same individual may simultaneously hold more than one (1) office. Unless allowed by Law, however, this individual may not execute, acknowledge, or verify any document in more than one (1) capacity.

SECTION 6.7 – Officer Resignation and Removal

At any time, any Required Officer or Other Officer (collectively, “Officer” or “Cooperative Officer”)may resign by delivering to the Cooperative or Board an oral or written resignation. Unless the resignation specifies a later effective date, an Officer resignation is effective when received by the Cooperative or Board. If an Officer resignation is effective at a later date, then the Board may fill the vacant Officer position before the later effective date, but the successor Officer may not take office until the later effective date.At any time, the Board may remove any Officer for any reason, with or without cause.

SECTION 6.8 – Authority to Execute Documents

On the Cooperative’s behalf, any two (2) Required Officers (except in the case of Chairman, whose signature alone is sufficient) may sign, execute, and acknowledge any document properly authorized or approved by the Board or Members. The Board may authorize additional Cooperative Directors, Officers, employees, agents, or representatives to sign, execute, and acknowledge any document on the Cooperative’s behalf.

SECTION 6.9 – Officer Compensation

Unless otherwise provided in a Bylaw addressing Director compensation, reimbursement, or provision of benefits, and as determined by the Board, the Cooperative may reasonably compensate, reimburse, or provide benefits to, any Officer.

SECTION 6.10 – Bonds

At the Cooperative’s expense, the Cooperative may purchase a bond covering any Cooperative Director, Officer, employee, agent, or representative.

SECTION 6.11 – Indemnification

The Cooperative shall indemnify any Director or Officer of the Cooperative against expenses (including legal fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred, to the fullest extent now or hereafter permitted by law in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened to be brought against a person by reason of performance as a Director or Officer of the Cooperative, its parent or any of its subsidiaries or in any other capacity on behalf of the Cooperative, its parent or any of its subsidiaries.

The Board of Directors, by resolution adopted in each specific instance, may similarly indemnify any person other than a Director or Officer of the Cooperative for liabilities incurred in connection with services rendered for or at the request of the Cooperative, its parent or any of its subsidiaries. The provisions of this section shall by applicable to all actions, suits or proceedings commenced after its adoption, whether such arise out of acts or omissions which occurred prior or subsequent to such adoption and shall continue as to a person who has ceased to be a Director or Officer or to render services for or at the request of the Cooperative and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The rights of indemnification provided for herein shall not be deemed the exclusive rights to which any Director, Officer, employee or agent of the Cooperative may be entitled. The Cooperative may pay the expenses incurred by any person entitled to be indemnified by the Cooperative in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking, by or on behalf of such person, to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Cooperative as authorized by law.

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