40 BULLETIN 1095, U. S. DEPARTMENT OF AGRICULTURE. 
Sec. 3. The (secretary-treasurer) shall— 
(a) Keep a complete record of ali 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. 
(f) Perform such other duties as may be required of him by the business 
manager, the board of directors, and the association. 
Notre.—When the offices of secretary and treasurer are separate the duties 
of each should be given in different sections. 
ARTICLE 1X.—Duties and Powers of the 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. 
Nore.—The manager occupies a highly important position and his power 
must be limited as little as possible. 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. 
ARTICLE X.—Capital Stock.* 

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




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 | 
eertificate of stock. 

4These sections are applicable to capital-stock organizations. On p. 43 suitable sec- 
tions for nonstock organizations are suggested. 
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