Article VI

ARTICLE VI – OFFICERS: MISCELLANEOUS

Section 6.01 – Number and Title. The officers of the Cooperative shall be a President, Vice President, Secretary and Treasurer, and such other officers as may from time to time be determined by the Board of Trustees. The offices of Secretary and Treasurer may be held by the same person.

Section 6.02 – Election and Term of Office. The four officers named in Section 6.01 shall be elected by secret written ballot, annually and without prior nomination, by and from the Board of Trustees at the first meeting of the Board held after the annual meeting of the members. If the election of such officers shall not be held at such meeting, it shall be held as soon thereafter as conveniently may be. Each such officer shall hold the office until the meeting of the Board first held after the next succeeding annual meeting of the members or until a successor shall have been duly elected and qualified, subject to the provisions of the Bylaws with respect to the removal of trustees and to the removal of officers by the Board of Trustees. Any other officers may be elected by the Board from among such persons, and with such title, tenure, responsibilities and authorities, as the Board of Trustees may from time to time deem advisable.

Section 6.03 – Removal. Any officer, agent or employee elected or appointed by the Board of Trustees may be removed by the Board whenever in its judgment the best interests of the cooperative will thereby be served.

Section 6.04 – Vacancies. A vacancy in any office elected or appointed by the Board of Trustees shall be filled by the Board for the unexpired portion of the term.

Section 6.05 – President. The President shall (a) be the principal executive officer of the cooperative and shall preside at all meetings of the Board of Trustees, and unless determined otherwise by the Board of Trustees, at all meetings of the members; (b) sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases which the signing and execution thereof shall be expressly delegated by the Board of Trustees 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 the President and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 6.06 – Vice President. In the absence of the President, or in the event of his 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 restrictions upon the President; and shall perform such other duties as from time to time may be assigned to the Vice President by the Board of Trustees.

Section 6.07 – Secretary. The Secretary shall (a) keep or cause to be kept, the minutes of the meetings of the members and of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the cooperative and see that the seal of the cooperative is affixed to all documents the executive of which, on behalf of the cooperative under is seal, is duly authorized in accordance with the provisions of these Bylaws or is required by law; (d) keep, or cause to be kept, a register of the name and post office address of each member, which address shall be furnished to the cooperative by the member; (e) have general charge of the books of the cooperative in which a record of the members is kept; (f) keep on file at all times a complete copy of the cooperative's Articles of Incorporation and Bylaws, together with all amendments thereto, which copies shall always be open to the inspection of any member, and at the expense of the cooperative, furnish a copy of such documents and of all amendments thereto upon request to any member; and (g) in general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to the Secretary by the Board of Trustees.

Section 6.08 – Treasurer. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the cooperative; (b) receive and give receipts for monies due and payable to the cooperative from any source whatsoever, and deposit or invest all such monies in the name of the cooperative in such bank or banks or in such financial institutions or securities as shall be selected in accordance with the provisions of these Bylaws; and (c) in general perform all the duties as from time to time may be assigned to the Treasurer by the Board of Trustees.

Section 6.09 – Delegation of Secretary/Treasurer Responsibilities. Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 6.07 and 6.08, the Board of Trustees by resolution may, except as otherwise officer's duties to one or more agents, other officers or employees of the cooperative who are not trustees. To the extent that the Board does so delegate with respect to any such officer, that limited by law, delegate, wholly or in part, the responsibility and authority for such officer as such shall be released from such duties, responsibilities and authorities.

Section 6.10 – General Manager: Executive Vice President. The Board of Trustees may appoint a General Manager, who may be, but who shall not be required to be a member of the cooperative, and who also may be designated Executive Vice President. Such officer shall perform such duties as the Board of Trustees may from time to time require and shall have such authority as the Board of Trustees may from time to time vest in him/her.

Section 6.11 – Bonds. The Board of Trustees shall require the Treasurer and any other officer, agent or employee of the cooperative charged with responsibility for the custody of any of its funds or property to give bond in such sum and with such surety as the Board of Trustees shall determine. The Board of Trustees in its discretion, may also require any other officer, agent or employee of the cooperative to give bond in such amount and with such surety as it shall determine. The costs of all such bonds shall be borne by the cooperative.

Section 6.12 – Compensation: Indemnification. The compensation, if any of any officer, agent or employee who is also a trustee or close relative of a trustee shall be determined as provided in Section 4.10 of these Bylaws, and the powers, duties and compensation of any other officers, agents and employees shall be fixed or a plan therefore approved by the Board of Trustees. The cooperative shall indemnify trustees, officers, including the General Manager (and/or if so titled, the Executive Vice President) agents and employees, as provided for present or former trustees or officers in 1979 New Mexico Stat. Ann. Section 62-15-3(Q). The cooperative may purchase insurance to cover such indemnification.

Section 6.13 – 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 and showing the condition of the cooperative at the close of such fiscal year.

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