The officers of the Cooperative shall be a Chair, Vice-Chair, 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 reorganization meeting of the Board of Directors. The reorganization meeting shall be held as soon as practical after the annual meeting of the members. Each such officer shall hold office until the meeting of the Board of Directors first held after the next succeeding annual meeting of the members or until their successor shall have been duly elected, unless removed as a director or an officer under these Bylaws.
603 Removal of Officers
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment such removal will serve the best interests of the Cooperative.
A vacancy in any office elected or appointed by the Board of Directors shall be filled by the Board of Directors for the unexpired portion of the term.
The Chair shall:
- be the principal officer of the Cooperative and shall preside at all meetings of the Board of Directors, and, unless the Board of Directors otherwise directs, at all meetings of the members;
- 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 Chair and such other duties as may be prescribed by the Board of Directors.
In the absence of the Chair, or in the event of one's inability or refusal 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; and shall perform such other duties as from time to time may be assigned 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 book 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 Incorporation 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 by the Board of Directors.
The Treasurer shall:
- keep, or cause to be kept, financial records of the Cooperative which shall identify with specificity all funds, securities, deposits, payments, and investments of the Cooperative; 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 by the Board of Directors.
609 Delegation of Board of Directors Officers' Responsibilities
Notwithstanding the duties, responsibilities and authorities of officers of the Board of Directors, the Board of Directors 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 of Directors 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 shall 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.