SECTION III. DUTIES OF THE VICE PRESIDENT. In the absence of the president, the vice president shall perform the duties of the president. SECTION IV. DUTIES OF THE SECRETARY. The secretary shall record all votes and keep minutes of all meetings, have general charge of the books and records of the corporation, sign necessary papers for the corporation, and keep other records authorized by the board of directors of these Bylaws. The board may delegate a portion of the duties to an employee of the corporation. SECTION V. DUTIES OF THE TREASURER. The treasurer shall perform those duties with respect to finances which are prescribed by the board of directors. The board may delegate a portion of the duties to an employee of the corporation. SECTION VI. REMOVAL OF OFFICERS. The board of directors may remove from office any officer when it deems the best interest of the corporation is best served thereby.
ARTICLE VI: DUTIES OF THE BOARD OF DIRECTORS SECTION I. GENERAL MANAGER. The board may select, employ and fix the compensation of a general manager. The board is also empowered to discharge the general manager. SECTION II. BONDS AND INSURANCE. The board of directors shall require all officers, agents and employees of this corporation, who are responsible for any of its funds or property, to give bonds. The cost of said bonds shall be paid by the corporation. The board shall provide for insurance of this corporation’s property, or property which may be used in the possession of the corporation. In addition, the board shall provide for insurance covering liability for accidents to all employees and the public. SECTION III. FINANCIAL ACCOUNTABILITY. The board of directors shall install and maintain an adequate system of accounts and records. At least once each year the financial records of the corporation shall be audited and a report of the audit shall be made to the members at the annual meeting of the members. SECTION IV. DEPOSITORIES. The board of directors shall select the depository or depositories for the corporation and shall designate those persons who have authority to sign checks and other instruments.
ARTICLE VII: FISCAL YEAR The fiscal year of this corporation shall begin the first day of January and end the last day of December.
ARTICLE VIII: INDEMNIFICATION Each director, officer, agent, or employee of the corporation, now or hereafter serving as such, shall be indemnified by the corporation to the fullest extent permitted by the laws of the State of Iowa. Such indemnification may include, but not necessarily be limited to, all claims and liabilities including reasonable settlement to which such person has or shall become subject by reason of serving or having served in such capacity, or by any reasons of any action alleged to have been taken, omitted, or neglected by such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim, or liability arising out of the person’s own willful misconduct or gross negligence. The board of directors may purchase, at its discretion, insurance to provide for such indemnification.
ARTICLE IX: INCLUSION The current version of the National Cooperative Dairy Herd Improvement Program Rules (effective January 1, 1989) shall be considered an integral part of these Bylaws. Any changes in these rules or standards, including change of title, shall be considered integral to these Bylaws. No formal action to amend Bylaws shall be required.
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