Article VI
OFFICERS
SECTION 1. REQUIRED OFFICERS. The cooperative must have the following officers: President, Vice-President, Secretary, Treasurer (“Required Officers”). The Board shall elect Required Officers:
1. At the first (1st) Regular Board Meeting following each Annual Member Meeting, or as soon after each Annual Member Meeting as reasonably possible and convenient;
2. By affirmative vote of a majority of Directors in office; and
3. By secret written ballot without prior nomination.
Only Directors may be elected, and serve, as a Required Officer. One (1) 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 (1) 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 2. PRESIDENT. Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the President:
1. Shall preside, or designate another individual to preside, at all Board and Member Meetings;
2. On the Cooperative’s behalf, may sign any document properly authorized or approved by the Board or Members; and
3. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority, prescribed by the Board or Members.
SECTION 3. VICE-PRESIDENT. Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the Vice-President:
1. Upon the President’s death, absence, disability, or inability or refusal to act, shall perform the duties, and have the powers, of the President; and
2. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority, prescribed by the Board or Members.
SECTION 4. SECRETARY. Unless otherwise determined by the Board or Members, and unless otherwise required by Law, the Articles, or these Bylaws, the Secretary:
1. Shall be responsible for preparing minutes of Board and Member Meetings;
2. Shall be responsible for authenticating the Cooperative’s records;
3. May affix the Cooperative’s seal to any document authorized or approved by the Board or Members; and
4. Shall perform all other duties, shall have all other responsibilities, and may exercise all other authority, prescribed by the Board or Members.
SECTION 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 or Members.
SECTION 6. OTHER OFFICERS. The Board may elect or appoint other officers (“Other Officers”). Other Officers:
1. May be Directors, cooperative employees, or other individuals;
2. Must be elected or appointed by the affirmative vote of a majority of current Directors;
3 May be elected by secret written ballot and without prior nomination;
4. May assist Required Officers; and
5. 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 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 Board an oral or written resignation. Unless the resignation specifies a later effective date, an Officer resignation is effective when received by the 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 8. OFFICER STANDARD OF CONDUCT. Every Officer shall discharge the Officer’s duties:
1. In good faith;
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
3. In a manner the Officer reasonably believes to be in the Cooperative’s best interests.
SECTION 9. OFFICER CONTRACT RIGHTS. The election or appointment of any officer, by itself, does not create a contract between the Cooperative and the Officer. An Officer’s resignation does not affect the Cooperative’s contract rights, if any, with the Officer.
SECTION 10. AUTHORITY TO EXECUTE DOCUMENTS. On the Cooperative’s behalf, a Required Officer 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 11. INDEMNIFICATION. Upon motion duly made and passed by the Board, the Cooperative shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative other than an action by or in the right of the cooperative by reason of the fact he is or was a director, officer, employee or agent of the cooperative, or is or was serving at the request of the cooperative as a director, officer, employee or agent of another corporation, partner-joint venture, trust, or other enterprise, against expenses including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with the action, suit or proceedings if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the cooperative and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
SECTION 12. INSURANCE. Regardless of any indemnification authority or requirements, the Cooperative may purchase and maintain insurance on behalf of any individual who is, or was, a Cooperative Director, Officer, employee, agent or representative against any:
1. Liability, including judgment, settlement, or otherwise; or
2. Reasonable expenses, including reasonable attorney fees asserted against, or incurred by, the individual in the individual’s capacity, or arising from the individual’s status, as a Cooperative Director, Officer, employee, agent, or representative.
