Article VII. Officers

Section 1. Number

The officers of the Cooperative will 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 & Term of Office

The officers will 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 will be held as soon thereafter as may be convenient. Each officer will hold office until a successor has been elected and has met qualifications as specified in Article V, Section 3. A vacancy in any office will 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 will:

1. Be the principal executive officer of the Board of the Cooperative and, unless otherwise determined by the Board, will preside at all meetings of the members and the Board;
2. 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 will be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Cooperative or will 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 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 will perform the duties of the Chairman of the Board, and when so acting will have all the powers of and be subject to all restrictions upon the Chairman of the Board. The Vice Chairman of the Board
will 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 will 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. 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 mailing addresses of all members;
5. Keeping on file at all times a complete copy of the Articles of Incorporation and the most current Bylaws of the Cooperative containing all amendments. Copies will be available for inspection by members and, at the expense of the Cooperative, will be forwarded to each member requesting a copy; and
6. Overseeing aspects of the nominating and election process, unless the secretary is a nominee or candidate, including:
   1. Assisting staff in the orientation of the nominating committees,
   2. Validating nominee qualifications as set out in these Bylaws,
   3. Validating a nomination petition,
   4. Serving as liaison between the nominating committees and the Cooperative.
7. 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.
8. Making “housekeeping” changes to the Bylaws. This includes:
   1. Correcting the Bylaw article and section designations, punctuation and cross-references;
   2. Making such other technical and conforming changes, as may be reasonably appropriate; and
   3. To conform to any mandated changes in State law as relates to electric cooperatives. Any such changes will be reported to the Board.

Section 7. Treasurer of the Board

The Treasurer of the Board will be responsible for the:

1. Custody of all funds and securities of the Cooperative;
2. Acceptance of payments, the issuance of receipts for all monies paid to the Cooperative, and for the deposit of all such monies in the name of the Cooperative in such financial institutions as selected by the Board; and
3. Performance of all 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 & Chief Executive Officer

The Board will appoint a President and Chief Executive Officer who may be, but who will not be required to be, a member of the Cooperative. No member of the Board may serve as President and Chief Executive Officer until 1 year after discontinuing service as a director. The President and Chief Executive Officer will perform such duties and will 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 will give bond or be covered by insurance procured by the Cooperative, in such sum and with such surety as the Board will 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 will determine.

Section 10. Reports

At each annual meeting of the members, the Board will present reports covering the business of the Cooperative for the previous fiscal year. Such reports will set forth the condition of the Cooperative at the close of such fiscal year.