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Section 4. ORGANIZATION MEETING AND ELECTION OF OFFICERS. The organization meeting of the Board of Directors shall be held as soon as practicable following the annual meeting of the members of the association, at which time the Board of Directors shall elect, by secret ballot (except when there is only one nominee for an officer position), a chairperson, vice-chairperson, secretary, treasurer, or a secretary- treasurer and such other officers as the Board of Directors may consider necessary, each of whom shall hold office for one year or until the election and qualification of a successor. Only the chairperson and vice- chairperson need be directors. Nominations for officers of the corporation may be made from the floor by any director serving on the Board of Directors as of the date of such organizational meeting.
Section 5. MEETINGS. Regular meetings of the Board of Directors shall be held monthly or at such other times and such places as the Board may determine. Special meetings shall be held whenever called by the chairperson or by a majority of the directors. Notice of all meetings of the directors shall be mailed to each director at least three (3) days prior to the day of the meeting, or given in person or by telephone at least twenty-four (24) hours prior to the time of the meeting, PROVIDED that notice of all meetings may be waived in writing by all the directors. A majority of the directors shall constitute a quorum at any meeting of the Board.
Section 6. COMPENSATION. The directors shall receive such compensation for attendance at each regular or special meeting of the Board, or for such other service as may be performed in the conduct of the business of the corporation, as the Board of Directors shall from time to time determine. The directors shall also be reimbursed for any personal expense incurred in connection with the business of the corporation.
Section 7. REMOVAL OF DIRECTOR OR OFFICER. Any member of the association may bring charges against an officer or director by filing them, in writing, with the secretary of the association, together with a petition signed by at least ten percent (10%) of the members, requesting the removal of the officer or director in question. Within sixty (60) days after the receipt of such petition, at the annual meeting or at a special meeting of members called for such purpose, and by a vote of the majority of all members, the association may remove the officer or director and fill the vacancy. The director or officer against whom charges have been brought shall be informed, in writing, of the charges prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses, and the person or persons bringing the charges shall have the same opportunity.
Section 8. BONDS AND INSURANCE. The Board of Directors shall require the manager and all officers, agents and employees, charged by the association with the responsibility for the custody of any of its funds or negotiable instruments, to give adequate bonds. Such bonds shall be furnished by a responsible bonding company and approved by the Board of Directors, and the cost thereof shall be paid by the association. The Board of Directors shall provide for the adequate insurance of the property of the association or property which may be in the possession of the association or stored by it, and not otherwise adequately insured; and, in addition, adequate insurance covering liability for accidents to all employees and the public.
Section 9. AUDITS. At the close of each fiscal year, the Board of Directors shall secure the services of a competent and disinterested public accountant, who shall make a careful audit of the books and accounts of the association and render a report in writing thereon to the Board of Directors of the association. This report shall include at least (1) a balance sheet showing the true assets and liabilities of the association, (2) an operating statement for the fiscal period under review, and (3) an itemized statement of all expenses for the period under review. Each member of the association shall be given each year, a summary financial statement based on the annual audit of the books and accounts of the association.
Section 10. INDEMNIFICATION OF DIRECTORS. OFFICERS AND EMPLOYEES. Directors, officers, employees and agents of the association may be entitled to indemnification as provided in K.S.A. 17- 6305. Section 11. REFERENDUM. Upon demand of not less than one third (1/3) of the members of the entire Board of Directors, any matter that has been approved or passed by the Board of Directors shall be referred to the membership for decision at the next special or regular meeting of the membership.
ARTICLE V
Duties of Officers
Section 1. DUTIES OF CHAIRPERSON. The chairperson shall (1) preside over all meetings of the association and of the Board of Directors; (2) call special meetings of the Board of Directors, and (3) perform all acts and duties usually performed by an executive and presiding officer and such other duties as may be prescribed by the Board of Directors.
Section 2. DUTIES OF VICE-CHAIRPERSON. In the absence or disability of the chairperson, the vice-chairperson shall perform the duties of the chairperson; PROVIDED HOWEVER, that in case of the death, resignation or disability of the chairperson, the Board of Directors may declare the office vacant and elect a successor.
Section 3. DUTIES OF SECRETARY. The secretary shall keep, or cause to be kept, a complete record of all meetings of the association and of the Board of Directors and shall perform such duties with respect to the office as may be prescribed by the Board of Directors.
Section 4. DUTIES OF TREASURER. The treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the Board of Directors.
ARTICLE VI Management
Directors shall provide for the management of the association and for the compensation of such management which shall have charge of the business of the association under the general control, supervision and direction of the Board of Directors. The chief operations officer of the association may be given the title of ''General Managers and/or ''president'', as determined by the Board of Directors, who shall employ, supervise and dismiss all agents and employees of the association and fix their compensation and so far as practicable, conduct the business on a cooperative basis in accordance with the Kansas Cooperative Marketing Act
; deposit in the name of the association, in a bank or banks selected by the Board, all money belonging to the association which comes into his/her possession, and if authorized to do so by the Board, make disbursements therefrom by check for the ordinary and necessary expanses of the association; maintain records and accounts in such a manner that the true and correct condition of the business may be ascertained therefrom at any time; furnish the Board a current statement of the business and affairs of the association at each monthly meeting of the Board and at the end of each fiscal year and at such other times and in such form as the Board may direct; carefully preserve and turn over to his/her successor all books, records, documents and correspondence pertaining to the business of the association which may come into his/her possession; and perform such other duties as may be prescribed by the Board. No Director shall serve as General Manager/president.
ARTICLE V11 Miscellaneous
Section 1. FISCAL YEAR. The fiscal year of the association shall end on the last day of August.
Section 2. SEAL. The corporate seal of the association shall be circular in form and shall contain the name and post office address of the association, surrounding the word ''SEAL''.
Section 3. PRINTING. After adoption, these Bylaws shall be prepared in printed form, and a copy thereof shall be made available to each member.
Section 4. AMENDMENT. These Bylaws may be altered, amended or repealed by a majority vote of the members present and voting in person at any regular or special meeting of the members of the association; PROVIDED HOWEVER, that notice of such meeting contains a statement of the purpose thereof.
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