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.
