SECTION 1. REQUIRED OFFICERS. The required 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 Trustee.
SECTION 2. ELECTION AND TERM OF OFFICE. The board shall elect required officers annually by ballot, by the affirmative vote of a majority of the Trustees in office, at the meeting of the board held immediately after the annual meeting of the members, or as soon thereafter as is reasonably possible and convenient. If the election of officers shall not be held at the annual meeting, such election shall be held as soon thereafter as conveniently may be. The election shall be by secret written ballot unless the board, by resolution determines otherwise. Each officer shall hold office until the first meeting of the Board of Trustees following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. Only members of the board shall be eligible to serve as a required officer. 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 officers position for the remaining unexpired portion of the required officer's term.
SECTION 3. REMOVAL OF OFFICERS AND AGENTS BY TRUSTEES. Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interest of the Cooperative will be served thereby.
SECTION 4. PRESIDENT. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the President:
(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 as prescribed by the board.
SECTION 5. VICE-PRESIDENT. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Vice-President:
(a) Upon the President's death, absence, disability, inability or refusal to act, shall perform the duties and shall have the powers of the President; and
(b) Shall perform all other duties and shall have all other responsibilities and may exercise all other authority as prescribed by the board.
SECTION 6. SECRETARY. Unless otherwise determined by the board, 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 and shall have all other responsibilities and exercise all other authority as prescribed by the board.
SECTION 7. TREASURER. Unless otherwise determined by the board, and unless otherwise required by law, the articles, or these bylaws, the Treasurer shall perform all duties, and shall have all responsibility, and exercise all authority, as prescribed by the board.
SECTION 8. CHIEF EXECUTIVE OFFICER. The principal executive officer of the Cooperative shall be a general manager appointed or employed by the board. The general manager shall also hold the office and title of Chief Executive Officer and shall perform such duties and responsibilities as prescribed by the board. The Chief Executive Officer shall be responsible to and shall report directly to the board.
SECTION 9. OTHER OFFICERS. The board may elect or appoint other officers. Other officers:
(a) May be Trustees, Cooperative employees, or other individuals;
(b) Must be elected or appointed by the board;
(c) May be elected by secret written ballot and without prior nominations;
(d) May assist required officers; and
(e) Shall perform such duties, responsibilities, and shall have such authority as prescribed by the board.
SECTION 10. OFFICERS STANDARD OF CONDUCT. By resolution or policy the board shall establish Standards of Conduct for all officers of the Cooperative, which standards shall be no less than those required by law.
SECTION 11. AUTHORITY TO EXECUTE DOCUMENTS. On the Cooperative's behalf, any two required officers may, sign, execute, and acknowledge any document properly authorized or approved by the board or members. The board may, by resolution, authorize the Chief Executive Officer, additional Cooperative Trustees, other officers, employees, agents, or representatives to sign, execute, and acknowledge any document on the Cooperative's behalf.