| Article III Officers | |
Section 1. Number of Officers. The officers of the Corporation shall be a President, who shall serve as Chairperson of the Board, a Vice President, an Executive Secretary, and a Treasurer. One person may hold two or more of the aforesaid offices. With the excep tion of the President, the Vice President and the President Emeritus, officers need not be Directors. Section 2. Additional Officers . The Board at any meeting may by resolution appoint such additional officers and such agents and employees and determine their term of office and compensation, if any, as it may deem advisable. The Board may delegate to any officer or committee the powe r to appoint such subordinate officers or agents and to determine their terms of office and compensation, if any. Section 3. Election of President. At the end of the Vice President's term of office, the outgoing Vice President shall automatically assume the office of President at the annual business meeting. If the office of Vice President is vacant or if the Vice President should decline to serve as President, the President shall be elected in accordance with the same procedures for election of the Vice President. Section 4. Election of Vice President. The Vice President shall be elected annually by the Members in accordance with the same procedures required for the election of Directors set forth in ARTICLE II, Section 8. Section 5. Term of Office. The President and Vice President shall serve in office from the annual business meeting following his or her election until the next annual business meeting or until his or her successor shall have been duly elected and qualified or until his or her earli er death, resignation, or removal in accordance with the Bylaws. Vacancies of officers caused by failure to elect the full slate thereof or caused by death, resignation, removal, or increase in the number of officers may be filled by a majority vote of the Board at a special meeting called for that purpose or at any regular meeting. Section 6. Removal of Officers . The President or Vice President may be removed at any time with or without cause and with or without notice by a vote of the majority of the Members, either at an annual or special business meeting or by a referendum vote by mail. Any other officers ma y be removed only by vote of a majority of the Board of Directors. Section 7. President. The President may receive such compensation for his or her services as the Board may authorize. The President shall be the chief executive officer of the Corporation and shall have general supervision of the affairs and property of the Corporation and o ver its several officers, and shall generally do and perform all acts incident to the office of President, and shall have such additional powers and duties as may from time to time be assigned to him or her by the Board. When authorized by the Board, the President may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in such cases where the si gning and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. Section 8. The Vice President. The Vice President may receive such compensation for his or her services as the Boa rd may authorize. The Vice President shall be a Member of the Board with full voting powers. At the request of the President, or in the event of the President's absence or disability, the Vice President shall perfor m all the duties of the President and, when so acting, shall have all the powers, and be subject to all the restrictions upon, the President. When authorized by the Board, the Vice President may also sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, and othe r instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation. The Vice President shall perform such other duti es as from time to time may be assigned to him or her by the Board or by the President. Section 9. The Treasurer. The Board of Directors shall elect a Treasurer and shall determine his or her length of contract and compensation, if any, provided that the length of contract shall not exceed five years. The contract may be renewable. The Treasurer shall act under the supervision of the Board and the President. The Treasurer shall be responsible for oversight of the Executive Secretary in the custody of th e funds of the Corporation, and the maintenance of accurate and adequate records of the assets, liabilities, and transactions of the Corporation. In general, he or she shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him or her by the Board or by the President. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. Section 10. The Executive Secretary. The Board of Directors shall appoint an Executive Secretary, and shall determine his or her length of contract and compensation, provided that the length of contract shall not exceed five years. The contract may be renewable. The Executive Secretary shall have charge and custody of, and be responsible for, all the funds of the Corporation, under the supervision of the Treasurer, the President, and the Board of Directors. The Executive Secretary shall keep or c ause to be kept and shall be responsible for the keeping of, accurate and adequate records of the assets, liabilities, and transactions of the Corporation. The Executive Secretary shall deposit all monies and other valuable effects of the Corporation in th e name of and to the credit of the Corporation in such banks, trust companies, or other depositories as may be designated in the manner provided in Section 6 of ARTICLE V hereof. The Executive Secretary shall disburse the funds of the Corporation based up on proper vouchers for such disbursements. The Executive Secretary shall have responsibility for the management of the offices of the Corporation, and the supervision of any employees who may from time to time be engaged. The Executive Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the Members in one or more books provided for that purpose, and whenever required by the President, he or she shall perform like duties for any committee; provided that in the abse nce of the Executive Secretary, the majority of the Members or Directors present at any meeting thereof may designate any person to act as secretary for such meeting. The Executive Secretary shall see that all notices are duly given in accordance with the se Bylaws as required by law. The Executive Secretary shall be the Custodian of the seal of the Corporation and shall affix and attest the seal to any and all documents the execution of which on behalf of the Corporation under its seal shall have been spe cifically or generally authorized by the Board. The Executive Secretary shall have charge of the books, records and papers of the Corporation relative to its organization as a Corporation, and shall see that all reports, statements, and other documents re quired by law are properly kept or filed. In general, he or she shall perform all duties as may from time to time be assigned to him or her by the Board or the President. If required by the Board, the Executive Secretary shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. The expense of such bond shall be paid by the Corporation. The Executive Secretary may be referred to at any time as the Executive Director. | |


