Bylaws :: Officers
The officers of the Cooperative shall be a chairman, vice-chairman, secretary and treasurer, and such other officers as may from time to time be determined by the board of directors. The offices of secretary and treasurer may be held by the same person.
602 Election and Term of Office
The officers of the Cooperative shall be elected by secret ballot, annually and without prior nomination, by and from the board of directors at the first meeting of the board held after the annual meeting of the members. Each such officer shall hold office until the meeting of the board first held after the next succeeding annual meeting of the members or until their successor shall have been duly elected and shall have qualified, subject to the provisions of the Bylaws with respect to the removal of directors by the membership and to removal of officers by the board of 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 be served thereby.
A vacancy in any office elected or appointed by the board of directors shall be filled by the board for the unexpired portion of the term.
The chairman shall:
- be the principal officer of the Cooperative and shall preside at all meetings of the board of directors, and, unless the board otherwise directs, at all meetings of the members; and
- sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board of directors to be executed, except in the case 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
- in general, perform all duties incident to the office of chairman and such other duties as may be prescribed by the board of directors.
In the absence of the chairman, or in the event of one's inability or refusal to act, the vice-chairman shall perform the duties of the chairman, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the chairman; and shall perform such other duties as from time to time may be assigned to him or her by the board of directors.
The secretary shall:
- keep, or cause to be kept, the minutes of meetings of the members and of the board of directors in one or more books provided for that purpose;
- see that all notices are duly given in accordance with these Bylaws or as required by law;
- 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 documents the execution of which, on behalf of the Cooperative under its seal, is duly authorized in accordance with the provisions of these Bylaws or as required by law;
- keep, or cause to be kept, a register of the name and post office address of each member, which address shall be furnished to the Cooperative by such member;
- have general charge of the books of the Cooperative in which a record of the members is kept;
- keep on file at all times a complete copy of the Cooperative's articles of association and Bylaws, together with all amendments thereto, which copies shall always be open to the inspection of any member, and, at the expense of the Cooperative, furnish a copy of such documents and of all amendments thereto upon the request of any member; and
- in general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him or her by the board of directors.
The treasurer shall:
- have charge and custody of and be responsible for all funds and securities of the Cooperative;
- receive and give receipts for moneys due and payable to the Cooperative from any source whatsoever, and deposit or invest all such moneys in the name of the Cooperative in such bank or banks or in such financial institutions or securities as shall be selected in accordance with the provisions of these Bylaws; and
- in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the board of directors.
609 Delegation of Board Officers' Responsibilities
Notwithstanding the duties, responsibilities and authorities of officers of the board of directors, the board of directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibilities and authority for, and the regular or routine administration of, one or more of each such officer's duties to one or more agents, other officers, or employees of the Cooperative who are not directors. To the extent that the board does delegate, and to the extent permitted by law, the officers as such shall be released from such duties, responsibilities and authorities.
610 General Manager/Chief Executive Officer
The board of directors may appoint a General Manager/Chief Executive Officer. Such officer shall perform such duties as the board of directors may from time to time vest in him or her. The General Manager/Chief Executive Officer shall be the principal executive officer of the Cooperative and shall have general and active management of the business affairs of the Cooperative subject to the supervision, orders, and direction of the board of directors.
611 Bonds of Officers
The board of directors shall require the treasurer, or another 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 may 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. The cost of all bonds will be borne by the Cooperative.
The Cooperative shall indemnify and hold harmless its present and former directors and officers, including the General Manager/Chief Executive Officer -- and may but shall not be obligated to so indemnify and hold harmless one or more of its present and former agents and other employees -- against actual expenses including attorney's fees, because of their position with the Cooperative or because of any act or omission in connection with their relationship to the Cooperative in such position, to the maximum extent allowable by law, including and subject to the indemnification allowed under N.D.C.C. § 10-15-03(10). However, such indemnification shall not be construed to waive any immunity granted under state law, including but not limited to the immunity granted under N.D.C.C. § 10-15-31.
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 and showing the condition of the Cooperative at the close of such fiscal year.