Article X Officers •
- Officers. The officers of the Corporation shall be a President, an Executive Vice-President, a Vice-President, a Secretary and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board, such other officers as may be appointed in accordance with the provisions of section 3 below. No person may hold more than one (1) office.
- Election of Officers. The President, Vice-President, Secretary, and Chief Financial Officer shall be chosen annually by written ballot in accordance with Article VI, Sections 6 and 7 of these Bylaws concerning nomination and election of directors, with such changes in the context of those Bylaws as are necessary to substitute the officers of the Corporation for the directors of the Corporation, Each officer shall hold office until he/she shall resign or shall be removed or other,vise disqualified to serve, or until his/her successor shall be elected, qualified and installed. The officers elected pursuant to this Section 2 shall automatically be elected as directors of the Corporation by virtue of their election as officers.
- Appointment of Officers. At each annual membership meeting, following announcement of the results of the election of directors and officers, the President of the Corporation may appoint an Assistant Secretary, Assistant Chief Financial Officer, Sergeant-At-Arms, or Parliamentarian, each of whom shall hold office until he/she shall resign or shall be removed or otherwise disqualified to serve, or until his/her successor shall be appointed, qualified and installed. The President may also appoint such other officers as the Board may direct, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws and as the Board may from time to time determine. Each officer shall make a good faith effort to serve on each committee prior to serving as President.
- Removal of Officers. Any officer may be removed, either with or without cause, by a two-thirds (2/3) vote of the Board at any regular or special meeting, except that the Assistant Secretary, Assistant Chief Financial Officer, Sergeant-at-Arms or Parliamentarian may also be removed by the President. The absence of any officer from two (2) Board meetings during a fiscal year without excuse satisfactory to the Board shall be considered cause for removal.
- Appeal. An officer removed by the Board may, within 30 days, appeal the decision in writing to the President. The President shall, within ten (10) days of receipt of the appeal, schedule a meeting of the board either in person or by telecommunications to discuss such appeal. The decision of the Board shall be final and the officer so notified.
- Resignation of Officers. Any officer may resign at any time by giving written notice to the Board or to the President or to the Secretary. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
- Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board for the unexpired portion of the term.
- President. The President shall be the chief executive officer of the corporation. The President shall preside at all meetings of the members and of the Board, and shall appoint the chairpersons and members of the committees, subject to specific provisions of the Bylaws, together with such other powers and duties that may be prescribed by the Board or specifically by these Bylaws.
- Vice-President. In the absence of the President or in event of the President’s inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restriction upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board.
- Chief Financial Officer. The Chief Financial Officer, who may also be known as the Treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. He/she shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all of his/her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. If required by the Board, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his/her possession or under his/her control on his/her death, resignation, retirement, or removal from office.
- Secretary. The Secretary shall keep or cause to be kept at the principal office or such other place as the Board may order, a book of minutes of all meetings of directors committees and Members, with the time and place of holding same, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of Members present at Members’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Articles of Incorporation, the Bylaws, as amended to date, and appropriate current records showing the names and mailing addresses of the Members of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of Members, directors and committees required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.
- Assistant Treasurers and Assistant Secretaries. If required by the Board, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board.
- Executive Vice-President. The Executive Vice-President shall, subject to the control of the Board and in accordance with Article VI, Section 1 and Article VIII, Section 1 (c) and (i) of these bylaws, be delegated with the responsibility for the management and normal control of the business and operational affairs of the Corporation including special activities as directed by the Board. These vested duties and responsibilities are to run concurrent with the contract for services between the Corporation and the Executive Vice-President. Membership in the Corporation is not a requirement for appointment. The Executive Vice-President shall serve as an ex-officio member of the Board and committees, other than Nominating, without a vote.