North Itasca Electric Co-operative, Inc


BY-LAWS

ARTICLE VI
OFFICERS


Section 1.   NUMBER.

The officers of the Cooperative shall be a President, Vice President, Secretary, Treasurer, Chief Executive Officer, 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 2.   ELECTION AND TERM OF OFFICERS.

Except for the Chief Executive Officer, the Officers shall be elected by and from the Board at the meeting of the Board held immediately after the annual meeting of the members. If the election of 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 their successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

Section 3.   REMOVAL OF OFFICERS AND AGENTS BY THE BOARD, RESIGNATION.

Any Officer or Agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Cooperative will be served thereby. Any Officer or Agent elected or appointed by the Board may resign by written reisnation delivered to the Board President. Such resignation shall be effective on the date stated in the resignation, or upon receipt by the Board President, whichever is later.

Section 4.   PRESIDENT.

The President shall:

  1. Preside at all meetings of the members and the Board;
  2. Sign, with the Secretary, 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
  3. In general perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

Section 5.   VICE PRESIDENT.

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

Section 6.   SECRETARY.

The Secretary shall be responsible for:

  1. Keeping the minutes of the meetings of the members and of the Board in books provided for that purpose;
  2. See that all notices are duly 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 provisions 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 (which copy shall always be open to the inspection of any member) and at the expense of the Cooperative, furnishing a copy of the Bylaws and all amendments thereto to any member upon request; and
  6. In general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board.

Section 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 all 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; 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.

Upon the request of the Treasurer, the Board of Directors shall authorize the Treasurer to delegate any or all of the duties to responsible employees of the Cooperative.

Section 8.   CHIEF EXECUTIVE OFFICER.

The Chief Executive Officer:

  1. Shall have general charge and management of the business of the Cooperative, subject to the control of the Board of Directors;
  2. Shall sign all certificates, deeds, mortgages, contracts and other instruments as authorized by the Board of Directors;
  3. Shall make reports to the Board of Directors and members of the Cooperative; and
  4. Shall perform such other duties as may be prescribed by the Board of Directors.

Section 9.   BONDS OF OFFICERS.

The Treasurer and any other Officer or Agent of the Cooperative charged with responsibility for the custody of its funds or property may be bonded 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 be bonded in such amount and with such surety as it shall determine.

Section 10.   COMPENSATION.

The powers, duties and compensation of Officers, Agents and employees shall be fixed by the Board subject to the provisions of these Bylaws with respect to compensation for a Board member.

Section 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 each fiscal year.



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