STEMC

SECTION 6.01.  NUMBER AND TITLE.

The officers of the Cooperative shall be a Chairman, Vice Chairman, Secretary and Treasurer, and such other officers as may be determined by the Board of Directors from time to time.  The offices of Secretary and of Treasurer may be held by the same person.

SECTION 6.02.  ELECTION AND TERM OF OFFICE.

The officers shall be elected, by ballot, annually by and from the Board of Directors at the first meeting of the Board of Directors held after each 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 of Directors following the next succeeding annual meeting of the members or until his successor shall have been duly elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal of offices.

SECTION 6.03.  REMOVAL.

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Cooperative will be served thereby.

SECTION 6.04. VACANCIES.

Except as otherwise provided in these bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05.  CHAIRMAN.

The Chairman shall:

(a)  Be the principal executive officer of the Cooperative and shall preside at all meetings of the members and of the Board of Directors;
(b)  sign, with the Secretary, certificates of membership, the issue of which shall have been authorized by resolution of the Board of Directors, and may sign any deeds, mortgages, deeds  of trust, notes, bonds, contracts or other instruments authorized by the Board of Directors to be executed except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors 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 shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors, from time to time.

SECTION 6.06.  VICE CHAIRMAN.

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

SECTION 6.07.  SECRETARY.

The Secretary shall:

(a)  keep the minutes of the members and the Board of Directors 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 the 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 certificates of membership prior to the issue thereof and 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;
(d)  keep a register of the post office address of each member which shall be furnished to the Secretary by such member;
(e)  sign with the Chairman certificates of membership, the issue of which shall have been authorized by resolution of the Board  of Directors;
(f)  have general charge of the books of the Cooperative in which a record of the members is kept;
(g)  keep on file at all times a complete copy of the 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 forward a copy of the bylaws and of all amendments thereto to each member upon the express application and request of the member therefor; and
(h)  in general perform 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 of Directors.

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 moneys due and payable to the Cooperative from any source whatsoever, and deposit or invest all such moneys in the  name of the Cooperative in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
(c)  in general perform 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 of Directors.

SECTION 6.09.  DELEGATION OF SECRETARY AND TREASURER’S RESPONSIBILITIES.

Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer herein before provided in Section 7 and 8, the Board of Directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of each such officer’s such duties to one or more agents, other officers or employees of the Cooperative who are not Directors.  To the extent that the Board does so delegate with respect to any such officer, that officer as such shall be released from such duties, responsibilities and authorities.

SECTION 6.10.  PRESIDENT.

The Board of Directors may appoint a President who may be, but who shall not be required to be, a member of the Cooperative.  The President shall have general oversight, care and management of the property and business of the Cooperative and shall perform such additional duties and have such additional authority as the Board of Directors may from time to time require of or vest in him, provided, however, that the president shall always be subject to the direction and management of the Board of Directors through action taken at regular or special meetings of such board.

SECTION 6.11.  BONDS OF OFFICERS.

The Board of Directors shall require the Treasurer or any other officer of the Cooperative charged with responsibility for the custody of any of its funds or property, to give bond in such sum and such surety as the Board of Directors shall determine.  The Board of Directors 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 cost 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 director or close relative of a director 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 therefor approved by the Board of Directors.  The Cooperative shall indemnify present and former Cooperative directors, officers (including the President), agents and employees against liability and costs of defending against liability and shall purchase insurance in reasonable face amounts to cover such indemnification to the fullest extent permissible by law, in accordance with Sections 48-58-301 through 48-58-601 (Section 304 excluded) of the Tennessee Nonprofit Corporation Act, as the same may from time to time be amended.

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.