Section 1. Indemnification
The Corporation shall indemnify any present and former Director, officer, agent, employee, or attorney of the Corporation for any and all expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being or having been a Director, Officer, agent, employee or attorney, except in relation to matters as to which such person is adjudged to be liable for willful misconduct in the performance of such person's duties to the Corporation. The duty of indemnification shall not arise until applicable insurance coverage has been exhausted.
Section 2. Books & Records
At its registered office or principal place of business, the Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of its members and Board of Directors; and (c) a record of the names and addresses of all members. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 3. Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 4. Checks, Drafts, etc.
All checks, drafts, or other orders for the payment of money, note or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation as provided in these Bylaws or in such manner as shall from time to time be determined by the Board of Directors.
Section 5. Deposits
To the extent reasonably possible, all funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories that are federally insured or invested in securities of the United States of America or in the Cooperative Finance Corporation. The board shall designate approved depositories.
Section 6. Annual Financial Statements
The Board of Directors shall cause an audited balance sheet as of the closing date of the last fiscal year, together with an audited statement of income and expenditures for the year ending on that date, to be prepared by a Certified Public Accountant and presented to the members at the regular annual meeting of the members.
Section 7. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Section 8. Corporate Seal
The Board of Directors may provide for a corporate seal that shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of the incorporation, and the words "Corporate Seal."
Section 9. Amendments
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the members of the Corporation at any regular or special meeting.