Page 27 - Member Handbook

neutral restrictions on on on the amount and duration of such public comment (c) Written minutes minutes shall shall be be made of of all all all Board Meetings The minutes minutes shall shall be be posted on the the web site of of the the Cooperative as soon as as they have been approved and shall remain posted until at at least six months after the the the date of the the the Board Meeting Upon request by a a a a Director Director that Director’s vote on on any issue shall be noted in in the minutes Section 5 6 NOTICE OF MEETING – AGENDA The date time location and agenda of every Board Meeting shall be posted on on on the the Cooperative’s web site and shall be be posted in in in every service office maintained by the the Cooperative Cooperative no less than ten (10) days before the the the the Regular Board Board Meetings Meetings and as as as as soon as as as as the the the the meeting is scheduled in in in in the the the the case of of Special Board Board Meetings Meetings Copies of of the the the the agendas shall be be available at each service office for Members and consumers If a a a a a a a a a a Board Meeting is postponed or or cancelled notice o of the postponement or cancellation shall immediately be posted on on on the web site ARTICLE 6 - OFFICERS OF OF THE BOARD AND COOPERATIVE Section 6 1 NUMBER The officers o of the the Board (“Officers”) shall be a a a a a a President President Vice-President Secretary Treasurer and such other officers as may may be determined by the Board from time time to time time One individual may may simultaneotusly hold more than one office office but the offices o of President and Secretary may not be held concurrently Section 6 2 ELECTION AND TERM OF OF OFFICE The Board shall elect both Officers and representatives to each of of the board of of directors of any other cooperatives that the the the Cooperative has been allotted such representation (1) at at at at at the the the first Regular Board Meeting following each each Annual Annual Member Member Meeting Meeting or as as as soon after each each Annual Annual Member Member Meeting Meeting as as as reasonably possible and convenient (2) by by an an an affirmative vote of of a a a a a a a a a a majority of of Directors and and (3) by by written ballot after nomination The elections for the the Officers and and the the representatives of of of of the the the CREA Board Board Board of of of of Directors Directors Directors the the the Western United Electric Board Board Board of of of of Directors Directors Directors and the the the Tri-State Board Board Board of of of of Directors Directors Directors shall shall be be by by secret ballot All candidates for an an an office shall shall be be nominated from the floor by by voice nomination and and a a a a a a a a a a a Director may nominate nominate himself or herself No second is required in in in in the nomination of a a a a a a a a a candidate candidate Only candidates who have been so nominated shall be eligible to run for for the the the the the the office office If there are only two candidates nominated for for the the the the the the office office then the the the the the the candidate candidate who receives the the the the the the highest number of o o votes cast shall be be elected to the the the the the office office If there are more than two candidates for the the the the the office office then after the the the the the initial ballot ballot count a a a a a a run-off election shall be be be held by written ballot ballot between the the two candidates receiving the the highest number o of votes When nominations for for for one office office have been completed votes shall be be be cast for for for that office office and the the results announced before the the chair calls
for for nominations for for the next office office office Each Officer shall shall take office office office immediately upon being elected and shall shall hold that office office office until his or or or her successor has been duly elected The highest Officer present from the the previous election shall chair the the organizational meeting until the office o of President is elected Section 6 3 PRESIDENT Except as otherwise provided by the the the the Board or these Bylaws the the the the President:
(a) shall preside preside or designate another individual to preside preside at at all all Board and Member Meetings (b) on the the Cooperative’s behalf may sign a a a a a a a a document properly authorized or or or approved by the the Board or or or Members and (c) shall appoint Directors to to the various Committees and (d) shall shall perform all all all all all other other other duties shall shall have all all all all all other other other responsibilities and may exercise all all all all all other other other authority prescribed by the the the the Board Section 6 4 VICE-PRESIDENT In the the the the the absence of of the the the the the President President or or in in the the the the the event of of the the the the the President’s inability or or refusal to act the the the the the Vice Vice President President President shall shall perform perform the the the the duties duties and have the the the the powers of the the the the President President President The Vice Vice President President President shall shall also perform perform all all all other duties duties shall have all all all other other responsibilities and may exercise all all all other other authority prescribed by the the the Board Section 6 5 SECRETARY Except as otherwise provided by the the the the Board or or these Bylaws the the the the Secretary shall be responsible for: (a) preparing or supervising the preparation of of minutes of of Board and Member Meetings (b) maintaining and authenticating the the Cooperative’s records (c) ensuring that all notices are duly given in in accordance with these Bylaws or or as required by Law and (d) in in in in general performing all all all other other other duties having all all all other other other responsibilities and exercising all all all other other other authority prescribed by the the the the Board Section 6 6 6 6 TREASURER Except as as otherwise provided by the the the the Board or or these Bylaws the the the the Treasurer shall shall perform all all all all duties shall shall have all all all all responsibility and may exercise all authority prescribed by the Board Section 6 7 BONDS OF OF OFFICERS At the the Cooperative’s expense the the Cooperative Cooperative may purchase a a a a a a a a bond covering any Officer and shall purchase a a a a a a bond covering any Officer or or employee of of the the Cooperative that is charged with responsibility for the the custody of of any of its funds or property Section 6 8 OFFICER RESIGNATION AND REMOVAL At any time an an an Officer may resign by delivering to the Board an an an oral or or written resignation resignation resignation Except as a a a a a a a a later effective effective date is is is otherwise provided in the the Officer Officer resignation resignation resignation an Officer Officer resignation resignation resignation is is is effective effective when received If an an Officer resignation states a a a a a a a a a a a a future future effective effective date date and if as appropriate the the the Board accepts the the the future future effective effective date date then as appropriate the the the the Board may may fill the the the the vacant Officer Officer position before the the the the future effective date but the the the the successor Officer Officer may may not take office until the the future effective date At any any time the the Board my remove an an an Officer for any any reason Section 6 9 VACANCIES The Board Board shall fill a a a a a a a vacancy in in any office o of of the the the Board Board for the the the unexpired portion o of of such term in in the the the same manner as described in Section 6 2 of these Bylaws Section 6 10 CHIEF EXECUTIVE OFFICER OF OF THE COOPERATIVE The chief executive officer (“CEO”) shall be selected by and serve at at the the the the pleasure of the the the the Board and and shall shall continue to serve the the the the Cooperative until a a a a a a a a a a successor is selected and and qualified unless the the the the CEO shall shall retire resign die become disqualified or be be dismissed by the the the Board Board The The Board Board shall approve the the the compensation of the the the CEO CEO The The CEO CEO subject to to the the the the Governing Documents and and to to the the the the direction and and control of of the the the the Board shall be responsible for the the the the general management of of the the the the Cooperative The CEO CEO is is is authorized to employ prescribe the the the the duties of of set the the the the compensation of of and suspend or or dismiss at at at the the the the CEO’s discretion other officers and employees o of of the the the the Cooperative in accordance with the the the the resolutions or or policies o of of the the the the Board ARTICLE 7 – CAPITAL STOCK Section 7 1 VOTING COMMON STOCK The The Cooperative shall not issue voting common stock The The property rights and interests 25