Section 1. Number
The officers of the Cooperative shall be a Chair, Vice Chair, President, Secretary, Treasurer, and such other officers as may be determined by the Board from time to time. The offices of Secretary and Treasurer may be held by the same person.
Section 2. Election & Term of Office
Each officer, except the President and any officer appointed pursuant to Section 3 of this Article VI shall be elected by ballot annually by and from the Board at the meeting of the Board held immediately after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until his or her successor shall have been elected and shall have qualified, subject to the provisions of this Code of Regulations with respect to the removal of officers. The President shall be chosen and employed and his or her compensation shall be set by the Board. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.
Section 3. Additional Officers
In addition to the officers specified in Section 1 of this Article VI, the Board, in its discretion, may appoint 1 or more Assistant Vice Chairs, 1 or more Assistant Secretaries, 1 or more Assistant Treasurers, and such other officers as may be deemed necessary or desirable, who shall have such duties and authority as generally pertains to their respective offices and such as may be prescribed by the Board, and who shall hold office for such period as may be prescribed by the Board.
Section 4. Removal of Officers & Agents by the Board
Any officers elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby. In addition, any member of the Cooperative may bring charges against an officer, and by filing with the Secretary such charges in writing together with a petition signed by 10% of the members may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least 10 days prior to the Board meeting at which the charges are to be considered and shall have the opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges shall have the same opportunity. In the event the Board does not remove such officer, the questions of his or her removal shall be considered and voted upon at the next meeting of the members. Notwithstanding any other provisions of this Code of Regulations the Board may, in its discretion, authorize a written employment agreement between the Cooperative and the President containing terms and conditions relating to the removal of the President which are inconsistent with this Code of Regulations.
Section 5. Resignations
Any officer may resign at any time by giving written notice to the Board, or to the Chair or to the Secretary of the Cooperative. Any such resignation shall take effect at the time specified therein and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies
A vacancy in any office, except that of President, may be filled by the Board for the unexpired portion of the term. In the event of a vacancy in the office of President, the Board shall choose and employ a President upon terms and conditions which the Board considers to be in the best interests of the Cooperative.
Section 7. Chair
The Chair shall: a) 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 the Board; b) On behalf of the Cooperative, subject to the direction and instruction of the Board, sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds, financing statements, security agreements, contracts or other instruments, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by this Code of Regulations to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and c) In general, perform all duties incident to the office of Chair as may be prescribed by the Board from time to time.
Section 8. Vice Chair
In the absence of the Chair or in the event of his or her disability or inability to act, the Vice Chair shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall also perform such other duties as from time to time may be assigned to him or her by the Board or the Chair.
Section 9. Secretary
The Secretary shall be responsible for: a) Keeping the minutes of the meetings of the members and of the Board in books provided for that purpose; b) Seeing that all notices are duly given in accordance with this Code of Regulations or as required by law; c) The safekeeping of the corporate books and records and the seal of the Cooperative and affixing the seal of the Cooperative or a facsimile thereof to all documents, the execution of which on behalf of the Cooperative under its seal is duly authorized in accordance with the provisions of this Code of Regulations; d) Keeping a register of the names and post office addresses of all members; e) Keeping on file at all times a complete copy of the Articles of Incorporation and Code of Regulations of the Cooperative containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the Code of Regulations and of all amendments thereto to any member upon request; and f) In general, performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board.
Section 10. Assistant Secretary
The Assistant Secretary, if one is appointed by the Board pursuant to Section 3 of this Article VI, need not be a member of the Board and he shall hold office until relieved by the Board. He shall assist the Secretary in the performance of the Secretary’s duties as requested by the Secretary or by the Board.
Section 11. Treasurer
The Treasurer shall be responsible for: a) Custody of all funds and securities of the Cooperative; b) The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of all such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of the Code of Regulations; and c) The general performance of all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board.
Section 12. Assistant Treasurer
If an Assistant Treasurer is appointed by the Board pursuant to Section 3 of this Article VI, he need not be a member of the Board and he shall hold office until relieved by the Board. He shall assist the Treasurer in the performance of the Treasurer’s duties as requested by the Treasurer or by the Board.
Section 13. President
The President shall: a) Be the chief administrative officer responsible for the general direction, coordination and control of all of operations in accordance with the policies adopted by the Board, subject to the direction and instructions of the Board; b) Have supervision over and be responsible for the operations of the Cooperative and, in performing this duty, carry out and administer the policies adopted by the Board; c) Prepare for the Board of Trustees such reports and budgets as are necessary to inform the Board concerning the operation of the Cooperative; and d) In general, perform all duties incident to the office of President as chief administrative officer, perform such other duties as may from time to time be assigned by the Board and shall be responsible for the hiring, promotion, demotion and termination of employment of all other employees of the Cooperative.
Section 14. Bonds of Officers
The Treasurer and any other officer or agent of the Cooperative charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the Board shall determine. The Board in its discretion may also require any other officer, agent or employee of the Cooperative to be bonded in such amount and with such surety as it shall determine.
Section 15. Compensation
The powers, duties, and compensation of officers, agents, and employees shall be fixed by the Board subject to the provisions of this Code of Regulations with respect to compensation for a Board member and close relative of a Board member.
Section 16. 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.