ARTICLE 5: OFFICERS
SECTION 1. Designation of Officers
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. A President- Elect, as elected by the Board of Directors, shall serve a one year term, with full Board voting rights. Upon immediate completion of this term, the President-Elect shall transition into the office of the Presidency.
SECTION 2. Qualifications
Any Board member may apply to be an officer of the Board during any portion of his/her unexpired Board term.
SECTION 3. Election and Term of Office
Officers shall be elected by the Board of Directors, for a term of two years or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 3a. Transfer of Officer’s Authority
All duties, responsibilities and authorities as described in Article 5, Sections 6-9, shall be transferred to the newly elected officers at the time of their installation. The only exceptions to this by-law shall include the following:
(a) The outgoing Treasurer shall complete and reconcile the accounts(s) within thirty (30) days and then transfer the materials to the incoming Treasurer, and;
(b) The outgoing Secretary shall transfer all relevant materials to the incoming Secretary when that officer is installed, pursuant to Article 5, Section 3a, and then complete the Board meeting minutes, pursuant to Article 5, Section 8; the incoming Secretary shall be responsible for correctly filing these last minutes in the appropriate file.
SECTION 4. Removal and Resignation
Any officer may be removed, either with or without cause, and if he or she is not present at one regular meeting, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
SECTION 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6. Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. Duties of Secretary
The Secretary shall:
(a) Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
(b) Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof; and cause to be distributed within thirty (30) days the recorded minutes of Board of Directors’ meetings as outlined above to all Board members.
(c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(d) Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
(e) Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
(f) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
(g) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. Duties of Treasurer
The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
(b) Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
(c) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
(f) Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
(g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
(h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
SECTION 10. Duties of Chairperson
The Board of Directors may, by a majority vote of its members, designate a Chairperson of the Board of Directors. The Chairperson shall preside at all meetings of the Board of Directors and perform all duties incident to the conduct of business of such meetings as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
SECTION 11. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
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