Article VI: Officers

Section 6.1 Number & Titles

The officers of the Cooperative shall be a president, vice 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 6.2 Election & Term of Office

The officers shall be elected by ballot, if there is a contest, and if not, by voice vote or any other method designated by the person presiding. They shall be elected 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 the 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 a successor shall have been elected and shall have qualified. Except as otherwise provided in these Bylaws, a vacancy in any office shall be filled by the Board for the unexpired portion of the term.

Section 6.3 Removal of Officers & Agents by the Board

Any officer or agent elected or appointed by the Board may be removed by the Board for cause related to position whenever in its judgement the best interests of the Cooperative will be served thereby. 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 an 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 against him shall have the same opportunity.

Section 6.4 Chairman of the Board

The Chairman of the Board shall:

(1) Be the principal executive officer of the corporation and unless otherwise determined by the members or the Board, shall preside at all meetings of the members and the Board;

(2) Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Cooperative, or shall be required by law to be otherwise signed or executed; and

(3) In general perform all duties incident to the Office of Chairman of the Board and such other duties as may be prescribed by the Board from time-to-time

Section 6.5 Vice Chairman of the Board

In the absence of the Chairman of the Board, or in the event of the inability or refusal to act, the Vice Chairman of the Board shall perform the duties of the president, and when so acting shall have all the powers of and shall be subject to all the restrictions upon the Chairman of the Board. The Vice Chairman of the Board shall also perform such other duties as from time to time may be assigned to him by the Board.

Section 6.6 Secretary

The Secretary shall be responsible for:

(1) Keeping the minutes of the meetings of the members and of the Board in books prepared for that purpose;

(2) Seeing that all notices are fully given in accordance with these Bylaws or as required by law;

(3) The safekeeping of the corporate books and records and the Seal of the Cooperative and affixing 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 provision of these Bylaws;

(4) Keeping a register of the names and post office addresses of all members;

(5) Keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Cooperative containing all amendments thereto and at the expense of the Cooperative, furnishing a copy of these Bylaws and of all amendments thereto to each member; and

(6) In general performing all duties incident to the Office of the Secretary and such other duties as from time to time may be assigned to him by the Board.

Section 6.7 Treasurer

The Treasurer shall be responsible for:

(1) Custody of all funds and securities of the Cooperative;

(2) The receipt of and the issuance of receipts for all monies due and payable to the Cooperative and for the deposit of such monies in the name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; provided, however, that the treasurer shall have authority, with the approval of the Board, to delegate to the general manager the authority to appoint employees of the Cooperative to actually carry out the responsibilities set forth in this Section; and

(3) 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 to him by the Board; provided however, with respect to the duties and responsibilities of the Treasurer, the Cooperative shall indemnify and hold the Treasurer harmless against any and all losses, claims and/or damages which may be asserted against the treasurer, in his official capacity, unless such claim is a result of an act personally committed or omitted by the treasurer resulting in a loss to the Cooperative.

Section 6.8 President-Chief Executive Office

The Board shall appoint a President-Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. The President-Chief Executive Officer shall perform such duties as the Board may from time-to-time require and shall have authority as the Board may from time to time vest in him.

Section 6.9 Bonds

The Board shall require the Treasurer and any other officer, agent or employee of the Cooperative charged with responsibility for the custody of any of its funds or property to give bond to 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. The costs of all such bonds shall be borne by the Cooperative.

Section 6.10 Compensation

The powers, duties and compensation of officers, agents, employees shall be fixed or approved by the Board, subject to the provision of these Bylaws with respect to compensation for close relatives of Directors.

Section 6.11 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.