- Created: Saturday, 01 May 2010 17:01
- Last Updated: Tuesday, 20 May 2014 18:07
ARTICLE 8 Elections and Appointments
8.01. Elections and Appointments.
The board of directors will elect or appoint a president, one or more vice presidents, a secretary and a treasurer. The regular election or appointment of officers will take place at each annual meeting of the board of directors, but elections of officers may be held at any other meeting of the board. No person shall hold more than one office at the same time. Each officer shall be required to be a member in good standing of the corporation.
8.02. Additional Appointments.
In addition to the officers contemplated in Section 8.01 above, the board of directors may elect or appoint other corporate or divisional officers or agents with such authority to perform such duties as may be prescribed, from time to time, by the board of directors or by the president.
8.03. Removal; Delegation of Duties.
The board of directors may, whenever in its judgment the best interests of the corporation will be served thereby, remove any officer or agent of the corporation or temporarily delegate his powers and duties to any other officer or to any director.
8.04. President and Vice President.
Unless otherwise specified by resolution of the board of directors, the president will be the chief executive officer of the corporation, and shall act as chairman of all meetings of the membership and of the board of directors. The president will supervise the business and affairs of the corporation and the performance by all of its other officers of their respective duties, subject to the control of the board of directors. One or more vice presidents shall be elected by the board of directors to perform such duties as may be designated by the board or be assigned or delegated to them by the chief executive officer. Any one of the vice presidents as authorized by the board will be vested with all of the powers and charged with all of the duties of the president in the event of his or her absence or inability to act. Except as may otherwise be specifically provided in a resolution of the board of directors, the president and any vice president are the proper officers who must sign on behalf of the corporation, any deed ,bill of sale, assignment, option, mortgage, pledge, note, bond, evidence of indebtedness, application, indenture or other instrument of any significant importance to the corporation.
The secretary will keep the minutes of the meetings of the membership, the board of directors and any committee, and all unanimous written consents of the board of directors and any committee of the corporation, and will see that all notices are duly given in accordance with the provisions of these by-laws or as required by law. The secretary will be the custodian of the corporate records, and, in general, perform all duties incident to the office.
The treasurer will keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and will cause all money and valuable effects belonging to the corporation to be deposited in the name and to the credit of the corporation in such federally- insured depositaries, subject to withdrawal in such manner as may be designated by the board of directors, provided, however, that the treasurer and at least one other officer shall be required signatories on all checks and withdrawals on the corporation’s accounts. He or she will render to the president and the directors at each meeting of the board of directors, an account of all his or her transactions as treasurer and of the financial condition of the corporation. The treasurer shall be responsible for preparing and filing such financial reports, financial statements and returns as may be required by law. The treasurer shall insure strict compliance with the provisions of this section, 8.06, in all matters pertaining to the financial affairs of the corporation, and any failure or neglect to perform his duties shall be grounds for his immediate expulsion as a member of the corporation by the board of directors under section 5.02 hereof.
The board of directors may engage the services of such other officers or employees, including but not limited to an executive secretary, as may from time to time be deemed necessary or advisable for the objectives or purposes of the corporation.
8.08 No Action by Officers.
The officers shall take no action and engage in no agreement which would cause the Corporation to violate any of its agreements within a state, county or local government, and the officers shall be prohibited from taking any action which is prohibited by law, or from failing to take any action which is required by law.