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Article VI:

Officers

Section 1: Number
The officers of the Cooperative shall be a President, Vice President, Secretary, and Treasurer, and such other officers as may be provided by the board of directors. The offices of Secretary and Treasurer may be held by the same person.

Section 2: Election and Term of Office
The board of directors, at the first regular meeting after the annual meeting of the members, shall elect by ballot, from the membership of the board, a President, Vice President, and Treasurer. The board shall also, at the same meeting, elect a Secretary, who shall be a member of the Cooperative, but need not be a director to qualify for the office of Secretary. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until the next regular election of officers or until his or her successor shall have been elected.

Section 3: Removal
Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, such removal will serve the best interests of the Cooperative.

Section 4: Vacancies
Except as otherwise provided in these bylaws, a vacancy in any office may be filled by the directors for the unexpired portion of the term.

Section 5: President
The President:

1. shall be the principal executive officer of the Cooperative and, unless otherwise determined by the President or the board, shall preside at all meetings of the members and of the board of directors;
2. shall sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by resolution of the board of directors; and may sign any deed of trust, notes, bonds, contracts or other instruments authorized by the board of directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the board of directors 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,
3. in general, shall perform all duties incident to the office of President and such other duties as shall be prescribed by the board.

Section 6: 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 office of President. The Vice President shall perform such other duties as shall be assigned by the board.

Section 7: Secretary

The Secretary shall:

1. keep the minutes of the members and the board of directors in one or more books provided for that purpose;
2. see that all notices are duly given in accordance with these bylaws or as required by law;
3. be custodian of the corporate records and of the seal of the Cooperative and see that the seal of the Cooperative is affixed 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;
4. keep a register of the post office address of each member which shall be furnished to the Secretary by such member;
5. sign with the President certificates of membership, the issue of which shall have been authorized by resolution of the board of directors;
6. have general charge of the books of the Cooperative in which a record of the members is kept;
7. keep on file at all times a complete copy of the bylaws of the Cooperative containing all amendments thereto, which copy shall always be open to the inspection of any member; and
8. in general, perform all duties as shall be assigned by the board.

Section 8: Treasurer

The Treasurer shall:

1. have charge and custody of and be responsible for all funds and securities of the Cooperative;
2. receive and give receipts for moneys due and payable to the Cooperative from any source whatsoever, and deposit 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 bylaws; and
3. in general, perform all the duties incident to the office of Treasurer and such other duties as shall be assigned by the board.

Section 9: Manager
The board of directors 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 have such authority as the board of directors shall, from time to time, specify.

Section 10: Bonds of Officers
The board of directors may require the Treasurer and any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond 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 give bond in such amount and with such surety as it shall determine necessary and proper.

Section 11: Compensation
The compensation of officers, agents, and employees shall be fixed by the board of directors.

Section 12: 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. Included therein shall be reports showing the financial condition of the Cooperative as of the date of the last audit by an independent certified public accounting firm.