ARTICLE VI

OFFICERS

SECTION 1. Number

The officers of the Cooperative shall be a President, Vice‑President, Secretary, Treasurer, and such other officers as may be determined by the board of directors from time to time. The offices of Secretary and Treasurer may be held by the same person.

SECTION 2. Election and Term of Office

The officers shall be elected by ballot, annually by and from the board of directors at the meeting of the board of directors 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 of directors following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the board of directors for the unexpired portion of the term.

SECTION 3. Removal of Officers and Agents by Directors

Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Cooperative will thereby be served.

SECTION 4. President

The President shall:

a. be the principal executive officer of the Cooperative and, unless otherwise determined by the members of the board of directors, shall preside at all meetings of the members and the board of directors; except as provided in Section 6 of Article IV;

b. sign any deeds, mortgages, deeds 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 executing 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

c. in general perform all duties incident to the office of President and such other duties as may be prescribed by the board of directors from time to time.

SECTION 5. Vice-President

In the absence of the President, or in the event of his 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 President. The Vice-President shall also perform such other duties as from time to time may be assigned to him by the board of directors.

SECTION 6. Secretary

The secretary shall be responsible to:

a. keep the minutes of the meeting of the members and of the board in one or more books provided for that purpose;

b. see that all notices are duly given in accordance with these bylaws or as required by law;

c. be custodian of the corporate records and of the seal of the Cooperative and affix the seal of the Cooperative 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;

d. keep a register of the name and post office address of all members;

e. have general charge of the books of the Cooperative;

f. keep on file at all times a complete copy of the Articles of Incorporation, the bylaws of the Cooperative containing all amendments thereto, the minutes of all meetings of the members, the minutes of all Board meetings, except that portion of the meeting conducted in executive session and the current annual audit of the Cooperative, (all of which shall be available for inspection by any member) and at the expense of the Cooperative, shall forward copies of the same to any member upon written request; and

g. in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the board.

h. The Secretary may delegate any duties or responsibilities under this or any other section of the Bylaws to the general manager of the Cooperative or to any other employee of the Cooperative.

SECTION 7. Treasurer

The Treasurer shall:

a. have charge and custody of and be responsible for all funds and securities of the Cooperative;

b. be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Cooperative and for the deposit of all such moneys in the name of the Cooperative in such banks or financial institutions as shall be selected in accordance with the provisions of these bylaws; and

c. in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned him by the board of directors.

d. delegate in the Treasurer's discretion any responsibilities or duties contained in this section or any other section of the Bylaws to the general manager or any other employee of the Cooperative.

SECTION 8. 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 exercise such authority as the board of directors may from time to time vest in him.

SECTION 9. 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 give bond 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 give bond in such amount and with such surety as it shall determine.

SECTION 10. Compensation

The powers, duties and compensation of officers, agents, and employees shall be fixed by the board of directors subject to the provisions of these bylaws with respect to compensation for directors and close relatives of directors.

SECTION 11. Reports

he officers of the Cooperative shall submit at each annual meeting of the member’s 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.