40 BULLETIN 1095, U. S, DEPARTMENT OF AGRICULTUEE. 



Sec. 3. The (secretary -treasurer) shall — 



(o) Keep a complete record of all meetings of the association and of the 

 board of directors. 



(6) Sign as (secretary-treasurer), with the president, all checks, notes, deeds, 

 and other instruments on behalf of the association, previously approved by the 

 business manager. 



(c) Serve all notices required by law and by these by-laws. 



(d) Receive and disburse all funds and be the custodian of all property of 

 this association. 



(e) Keep a complete record of all business of the association and make a full 

 report of all matters and business pertaining to his office to the board of di- 

 rectors monthly and to the members at their annual meeting and make all re- 

 ports required by law. 



(/) Perform such other duties as may be required of him by the business 

 manager, the board of directors, and the association. 



Note. — When the offices of secretary and treasurer are separate the duties 

 of each should be given in diiferent sections. 



ARTICLE IX. — Duties and Pouers of tlie Business Manager. 



Section 1. Under the direction of the board of directors, the business manager 

 shall employ and discharge all employees, agents, and laborers. He shall gener- 

 ally supervise the production, handling, manufacture, and marketing of the 

 dairy products and dairy by-products of the association, to the end that the 

 business of the association may be conducted in the most economical and efficient 

 manner. 



XoTE. — The manager occupies a highly important position and his power 

 must be limited as little as po.ssible. The success or failure of the associa- 

 tion rests to a large degree with him. He can not be held responsible if 

 he is to be dictated to at will by each member or if the officers are to meddle 

 constantly with his work. This does not mean that the manager should not 

 • be subject to the orders of the board of directors. He should take sugges- 

 tions from the officers and members and from them and his own experience 

 formulate a business plan. Whenever a manager loses the confidence of 

 the members he should be replaced. 



Ajkticle X. — Capital fitock* 



Sec. 1. The capital stock of this association shall be dollars, divided 



into shares of dollars each. 



Sec. 2. Each member shall subscribe for one share of capital stock for each 



of to be delivered by him to the association. Such .shares sljall 



be paid for in cash, or deductions may be made and applied to the payment of 

 the shares from amounts due him by the association for products delivered and 

 sold by it. The amount of such defluctions shall be fixed by the board of direc- 

 tors. Shares .shall not be issued until paid for in full. 



Sec. 3. Whenever any stockholder desires to sell his stock he shall first offer 

 it to the association for purchase by it or by a person or persons designated by 

 the board of directors of the association at a price to be conclusively determined 

 by the board of directors. In the event the .stock is not purchased by the associa- 

 tion or by a person or persons designated as aforesaid, within 30 days after the 

 receipt of a written notice by the association offering the stock for sale, then the 

 stockholder may sell the stock to any person engaged in the production of dairy 

 products. This restriction on the transfer of stock shall be printed on every 

 certificate of stock. 



* These .sections are applicable to capital-stock organizations. On p. 43 suitable sec- 

 tions for nonstock organizations are suggested. 



