ARTICLE VI

Officers

SECTION 1. Number
The officers of the Cooperative shall be a Chairman of the Board, Vice-Chairman of the Board, Secretary of the Board, Treasurer of the Board, and such other officers as may be determined by the Board. The offices of Secretary of the Board and Treasurer of the Board 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 at the first meeting of the Board following completion of the district elections. If the election of officers is not held at such meeting, the election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor has been elected and has qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

SECTION 3. Removal of Officers
Any officer elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the Cooperative will be served.

SECTION 4. Chairman of the Board
The Chairman of the Board shall: (a) be the principal executive officer of the Board of the Cooperative and, unless otherwise determined by the Board, shall preside at all meetings of the members and the Board; (b) sign, with the Secretary of the Board, 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 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 Chairman of the Board and such other duties as may be prescribed by the Board from time to time.

SECTION 5. Vice-Chairman of the Board
In the absence of the Chairman of the Board, or in the event of the Chairman of the Board's' inability or refusal to act, the Vice-Chairman of the Board shall perform the duties of the Chairman of the Board, and when so acting shall have all the powers of and be subject to all 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 by the Board.

SECTION 6. Secretary of the Board
The Secretary of the Board shall be responsible for:

1. keeping the minutes of meetings of the members and of the Board;
2. seeing that all notices are duly given in accordance with these Bylaws or as required by law;
3. the safekeeping of the corporate 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 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 (which copy shall be available for inspection by members) and, on request and at the expense of the Cooperative, forwarding a copy of the Bylaws and of all amendments thereto to each member requesting a copy; and
6. in general performing all duties incident to the office of Secretary of the Board and such other duties as from time to time may be assigned by the Board.

SECTION 7. Treasurer of the Board
The Treasurer of the Board 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 moneys paid to the Coop-erative and for the deposit of all such moneys in the name of the Cooperative in such financial institutions as shall be selected by the Board; and
3. the performance of all the duties incident to the office of Treasurer of the Board and such other duties as from time to time may be assigned by the Board.

SECTION 8. President and Chief Executive Officer
The Board shall appoint a President and Chief Executive Officer who may be, but who shall not be required to be, a member of the Cooperative. No member of the Board may serve as President and Chief Executive Officer until one year after discontinuing service as a director. The President and Chief Executive Officer shall perform such duties and shall exercise such authority as the Board may from time to time vest in the President and Chief Executive Officer.

SECTION 9. Bonds of Officers
The Treasurer of the Board and other officers, agents and employees of the Cooperative charged with responsibility for the custody of its funds shall give bond or be covered by insurance procured by the Cooperative in such sum and with such surety as the Board shall determine. The Board in its discretion may also require other officers, agents, and employees of the Cooperative to give bond or be covered by insurance procured by the Cooperative in such amount and with such surety as it shall determine.

SECTION 10. Reports
The Board shall, prior to each annual meeting of the members, submit 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.