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CURRENT OFFICERS AND JOB DESCRIPTIONS

Current Officers

At large board members:

  • Bud Scott
  • Kathy Moore
  • Angela Kahle-Mendoza
  • Phil Young
  • Patrice Whittle
  • Adam Price, Employee Representative


Management:

Job Descriptions (from the Articles of Incorporation of the Coop)

  1. President.
    The president shall (1) preside over all meetings of the association and of the board of directors; (2) call special meetings of the board of directors; (3) appoint such additional committees for special or regular purposes as the board of directors may deem advisable for the proper conduct of the cooperative; (4) is responsible for appointing and removing management as provided for by the Board of Directors, provided however that if the Cooperative hires a General Manager, said appointment shall be by the Board of Directors and at that time the General Manager shall be responsible for supervising, appointing, and removing if necessary the other management employees and volunteers of the cooperative, (5) Serve as chair of the Cooperative Administration and Operations Committee, and (6) perform all acts and duties usually performed by a presiding officer and in the absence of a General Manager employed by the cooperative, the duties of a General Manager. In the event of the absence or disability of the President, his or her duties shall be exercised by the Vice President for Producers or the Vice President for Customers, in rotation.
     
  2. Vice President for Producers.
    Vice President for Producers shall affirmatively represent the views and needs of the producer members of the cooperative, and rotate with the vice President for Customers in fulfilling the duties of the President in the event of his or her absence or disability. If the cooperative does not have a General Manager, the Vice President for Producers shall assist the President in the general management of the cooperative. 3. Vice President for Customers. The Vice President for Customers shall affirmatively represent the views and needs of the Customer members of the cooperative, and rotate with the vice President for Producers in fulfilling the duties of the President in the event of his or her absence or disability. If the cooperative does not have a General Manager, the Vice President for Customers shall assist the President in the general management of the cooperative.
     
  3. Secretary.
    The secretary shall keep a complete record of all meetings of the association and of the board of directors and shall have general charge and supervision of the books and records of the association. The secretary shall sign papers pertaining to the association as authorized or directed by the board of directors. The secretary shall serve all notices required by law and by the articles of incorporation and the bylaws and shall make a full report of all matters and business pertaining to the office to the members at the annual meeting. There shall be a corporate seal, and the secretary shall have custody of it. The secretary shall keep all books of blank membership stock certificates, complete and countersign all membership stock certificates issued; shall keep complete membership certificate ownership records; shall make all reports required by law; and shall perform such other duties as may be required by the association or the board of directors. Upon the election of a successor, the secretary shall turn over all books and other property belonging to the association.
     
  4. Treasurer.
    The treasurer shall be responsible for the keeping and disbursing of all monies of the association, and shall keep accurate books of accounts of all transactions of the association. The treasurer shall perform such duties with respect to the finances of the association as may be prescribed by the board of directors. At the expiration of his or her term of office, the treasurer shall promptly turn over to the successor all monies, property, books, records, and documents pertaining to his office or belonging to the association.
     
  5. Chief Information Officer.
    The CIO shall be responsible for the development and operation of the cooperative's computer systems. Because of the nature of this office, the CIO shall be appointed by the Board of Directors.
     
  6. The officers shall serve terms of three years and may succeed themselves in office. Whenever a vacancy occurs in the officers, other than from the expiration of a term of office, the Board of Directors shall appoint a member to fill the vacancy until the next regular meeting of the members. If the term of the vacating director does not expire at that regular member meeting, a special election shall be held to select a director to fill the year or years remaining in that term.

THE BOARD OF DIRECTORS OF THE COOPERATIVE

  1. The members of the Board of Directors of the Cooperative are (a) the officers of the cooperative including the CIO, (b) one representative of the employees of the Cooperative (if the cooperative has employees), who is elected by the employees and (c) five or six members elected at large by the membership (five or six in order to make the membership of the board an odd number). 
     
  2. The Board shall be in charge of the general operations of the cooperative, shall determine the need for cooperative management and make appropriate arrangements for management employees or volunteers, to be appointed by the President or General Manager. The board shall authorize the employment of such other employees, agents, experts, and counsel as it from time to time deems necessary or advisable in the interest of the association. The Board, shall vote on the purchase and sale of property, is authorized to borrow money and apply for grants, and have other rights and privileges as provided by law, these articles, the cooperative's Bylaws, or the vote of the members. The powers and authorities of this cooperative may be exercised by the board of directors of the cooperative, subject to the laws of the State of Oklahoma, to these articles, and to any provisions of the bylaws. The board of directors shall have installed an accounting system which shall be adequate to meet the requirements of the business and shall require proper records to be kept of all business transactions. The Board of Directors may not obligate the Cooperative for a debt larger than the value of the stock of the Cooperative.
     
  3. Board members shall serve for 3 years and may succeed themselves in office. They may receive compensation for their expenses in attending meetings, to be determined by the Board, which may include mileage, accommodations, and meals, but they shall not receive a salary from the cooperative. All officers and board members must be members of the cooperative.
     
  4. Whenever a vacancy occurs in the board of directors, other than from the expiration of a term of office, the remaining directors shall appoint a member to fill the vacancy until the next regular meeting of the members. If the term of the vacating director does not expire at that regular member meeting, a special election shall be held to select a director to fill the year or years remaining in that term.
     
  5. Regular meetings of the board of directors shall be held at least quarterly, and at such other times and at such places in the state of Oklahoma, as the board may determine. The Board of Directors may conduct business by unanimous consents in lieu of meeting, if the consent clearly states the matter decided and is signed by all of the directors of the association who would be eligible to attend and vote at a regular meeting of the board. A special meeting of the board of directors shall be held whenever called by the president or by three of the directors. Only the business specified in the written notice shall be transacted at a special meeting. Each call for a special meeting shall be in writing, shall be signed by the person or persons calling the meeting, shall be addressed and delivered to the secretary, and shall state the time and place of such meeting. Oral or written notice of each meeting of the board of directors shall be given each director by, or under the supervision of, the secretary of the Cooperative not less than seventy-two (72) hours prior to the time of meeting. But such notice may be waived by all the directors, and their appearance at a meeting shall constitute a waiver of notice. A majority of the board of directors shall constitute a quorum at any meeting of the board.
     
  6. First board election: At the first meeting of the stockholders, there shall be elected the five at-large directors, one of whom shall serve one (1) year, two of whom shall serve two (2) years, and the remaining two of whom shall serve three (3) years. As the term of office of each of these directors expires a successor shall be elected, who shall serve for three (3) years, unless sooner removed, or until his successor is elected and qualified.
     
  7. Any director or officer of such corporation may be removed by a majority vote of the stockholders at any regular or special stockholders' meeting lawfully called, and the vacancy may be filled at such meeting or by the remaining directors at any regular or special meeting thereafter.
     
  8. The Board may by a 2/3rds majority vote refer decisions to the membership meeting, or a petition signed by 5% of the membership may refer such actions. A membership meeting must be held within 30 days of the Board's vote or the submitting of a valid referendum petition.

 

Oklahoma Food Cooperative
PO BOX 681, Oklahoma City, OK 73101