West Oregon Electric Cooperative office

Article VI Officers

Section 1: Number

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

Section 2: Election & Term of Office

The officers shall be elected by ballot, annually by and from the Board of Directors at the meeting of the Board of Directors held directly after the annual meeting of the members. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term.

Section 3: Removal of Officers & Agents by Directors

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

In addition, any member of the Cooperative may bring for cause charges against an officer by filing such charges in writing with the Secretary, together with a petition signed by 10% of the members, and request the removal of the particular officer by reason thereof.

The officer against whom such charges have been brought shall be informed in writing of the charges at least 5 days prior to the meeting at which the charges are to be considered, and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against the officer shall have the same opportunity. In the event the Board of Directors does not remove an officer challenged pursuant to a member's petition, the question of such removal shall be considered and voted upon at the next meeting of the members.

Section 4: President

The President shall:

  1. Be the principal executive officer of the Cooperative and, unless otherwise determined by the members or the Board of Directors, shall preside at all meetings of the members and the Board of Directors;
  2. Sign, with the Secretary, certificates of membership, if the issue of which shall have been authorized by the Board of Directors or the members, 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
  3. In general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5: 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 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 of Directors.

Section 6: Secretary

The Secretary shall, 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 7: Treasurer

The Treasurer shall, 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 8: Manager

The Board of Directors may appoint a manager who may be, but who shall not be required to be, a member of the Cooperative, but shall become a member as soon as practicable. The manager shall perform such duties and shall exercise such authority as the Board of Directors may from time to time vest in him and, in general, is responsible for those external and internal affairs and activities of the Cooperative incident to and appropriate with ordinary and regular course of the Cooperative's business.

Section 9: Bonds of Officers

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

Section 10: 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 such fiscal years.