Section 5.1 General
- The officers of the Corporation shall be a Chairman, a Vice – Chairman, a Secretary, a Treasurer, and such other officers as the Board of Directors may elect, including but not limited to Assistant Secretaries and Assistant Treasurers. The Chairman of the Board of Directors shall be elected from among the members of the Board of Directors and shall at all times while holding such office be a member of the Board of Directors. The same person may not simultaneously hold more than one office in the Corporation.
- The officers shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors for a term of one year or until their earlier death, incapacity, disqualification, resignation or removal. At the first and each subsequent annual meeting of the Board of Directors, the newly elected Board of Directors shall elect officers to serve at the pleasure of the Board of Directors until the next annual meeting of the Board of Directors or until their earlier death, incapacity, disqualification, resignation or removal.
- An individual member of the Board of Directors may not serve in the same officer position for more than two consecutive years.
- The election of an officer does not itself create contract rights.
Section 5.2 Resignation
An officer may resign by delivering a written notice thereof to the Corporation. Such resignation shall be effective when such notice is delivered, unless a future effective date is specified in the notice.
Section 5.3 Removal
Any officer or any employee or agent of the Corporation may be removed or discharged for any lawful purpose by the Board of Directors at any time with or without cause, but such removal or discharge shall not affect the contract rights, if any, of the person so removed or discharged.
Section 5.4 Compensation
No officer being also a member of the Board of Directors shall receive any salary or compensation for serving as a Director, except for any per diem paid to Directors as provided in Section 3.10. Each officer may be reimbursed for actual expenses if they are reasonable and incurred in connection with the activities and operations of the Corporation. Salaries and compensation of the Executive Director of the Corporation may be fixed, increased or decreased by action of the Board of Directors. Salaries and compensation of all other agents and employees may be fixed, increased or decreased by action of the Executive Director of the Corporation.
Section 5.5 Vacancies
Vacancies caused by the death, incapacity, disqualification, resignation or removal of an officer of the Corporation shall be filled by the Board of Directors at any annual or other regular meeting or at any special meeting called for that purpose, and such person or persons so elected to fill any such vacancy shall serve at the pleasure of the Board of Directors until the next annual meeting of the Board of Directors or until such person’s earlier death, incapacity, disqualification, resignation or removal.
Section 5.6 The Chairman of the Board
The Chairman shall preside at all meetings of the Board of Directors at which the Chairman may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate such other authority and assign such additional duties to the Chairman of the Board of Directors, as it may from time to time determine, and, to the extent permissible by law. If the Board of Directors does not appoint an Executive Director pursuant to Article VI of these Bylaws, or upon the death or during the absence, disability, or inability or refusal to act of any Executive Director so appointed, the Chairman may exercise all of the powers and perform all of the duties of the Executive Director.
Section 5.7 The Vice – Chairman
The Vice – Chairman shall work in cooperation with the Chairman and shall perform such duties as the Board of Directors may assign. In the event of the death or during the absence, incapacity, or inability or refusal to act of the Chairman, the Vice – Chairman shall be vested with all the powers and perform all the duties of the office of Chairman until the Board of Directors otherwise provides.
Section 5.8 The Secretary
The Secretary shall attend the meetings of the Board of Directors and shall prepare or cause to be prepared minutes of all proceedings at such meetings and shall preserve them in the minute book of the Corporation to be kept for that purpose. The Secretary shall perform similar duties for any committee when requested by any such committee. In addition, the Secretary shall have the following duties:
- act as custodian of all the books, papers and records of the Corporation and authenticate records of the Corporation
- furnish the Board of Directors, upon request, a full, true and correct copy of any book, paper or record in the Secretary’s possession
- act as custodian of the seal of the Corporation and when authorized to do so shall affix it to any instrument requiring the seal, and when so affixed, shall attest the sea
- give or cause to be given notice of the meetings of the Board of Directors, but this shall not lessen the authority of others to give such notice as provided in these Bylaws
- exercise and discharge the general duties, powers and responsibilities of a Secretary of a corporation
- exercise and discharge such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors
Section 5.9 The Treasurer
- The Treasurer shall have supervision and custody of all moneys, funds and credits of the Corporation and shall cause to be kept full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to it. The Treasurer shall keep or cause to be kept all other books of account and accounting records of the Corporation as shall be necessary, and shall cause all moneys and credits to be deposited in the name and to the credit of the Corporation in such accounts and depositories as may be designated by the Board of Directors. The Treasurer shall disburse or permit the disbursement of funds of the Corporation in accordance with the authority granted by the Board of Directors. The Treasurer shall be relieved of all responsibility for any moneys or other valuable property or the disbursement thereof committed by the Board of Directors to the custody of any other person or corporation, or the supervision of which is delegated by the Board of Directors to any other officer, agent or employee.
- The Treasurer shall render to the Chairman, the Executive Director or the Board of Directors, whenever requested by any of them, a report on all financial transactions of the Corporation and the financial condition of the Corporation.
- The Treasurer shall be bonded if the Board of Directors so requires.
- The Treasurer shall have the general duties, powers and responsibilities of a Treasurer of a corporation, shall be the chief financial and accounting officer of the Corporation and shall have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the Board of Directors.
Section 5.10 Assistant Secretary and Assistant Treasurer
Each Assistant Secretary or Assistant Treasurer, if any, in order of their seniority, in the event of the death or during the absence, incapacity, inability or refusal to act of the Secretary or Treasurer, respectively, shall perform the duties and exercise the powers of said respective officers until the Board of Directors provides otherwise and shall perform such other duties as the Directors may from time to time prescribe.