SECTION 1. Number
The officers of the Corporation shall be a president, vice president and a secretary-treasurer, and other officers as may be determined by the board of directors.
SECTION 2. Election and Term of Office
Officers shall be elected by ballot or affirmative vote, annually by and from the board of directors at the next meeting of the board of directors which may be held immediately after the annual meeting of the members. Officers shall hold office until adjournment of the next annual meeting or until his/her successor(s) shall have been elected and shall have qualified. A vacancy in any office shall be filled by the affirmative vote of a majority of the remaining board of directors for the unexpired portion of the term.
SECTION 3. Removal of Officers and Agents by Directors
Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the Corporation will be served thereby. In addition, any member of the Corporation may bring charges against an officer or agent by filing with the secretary-treasurer charges in writing together with a petition signed by five percent (5%) of the members requesting the removal of the officer or agent. The officer or agent against whom charges have been brought shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence. The person or persons bringing the charges shall have the same opportunity.
SECTION 4. President
The president shall:
(a) Be the principal executive officer of the board of directors and, unless otherwise deter- mined by the board of directors, shall preside at all meetings of the members and board of directors;
(b) Sign with the secretary-treasurer, any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the board of directors to be executed, except in case in which the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise signed or executed; and in general perform all duties incident to the office of president and other duties as may be deter- mined by the board of directors.
SECTION 5. Vice President
In the absence of the president, or in the event of his/her inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the president. The vice president shall also perform other duties as may be assigned to him/her by the board of directors.
SECTION 6. Secretary-Treasurer
The secretary-treasurer shall be responsible for:
(a) Keeping the minutes of the meeting of the members and of the board of directors in books provided for that purpose;
(b) Seeing that all notices are duly given in accordance with these bylaws or as required by law;
(c) The safekeeping of the corporate book and records and the seal of the Corporation and affixing the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws;
(d) Keeping a register of the names and post office addresses of all members;
(e) Keeping on file at all times a complete copy of the articles of incorporation and bylaws of the Corporation containing all amendments thereof, which copy shall always be open to the inspection of any member, and at the expense of the Corporation to any member upon request;
(f) Custody of all funds and securities of the Corporation;
(g) Receipt of and the issuance of receipts for all monies due and payable to the Corporation and for the deposit of all monies in the name of the Corporation in a bank or banks as shall be selected in accordance with the provisions of these bylaws; and
(h) In general performing all duties incident to the office of the secretary-treasurer and other duties as may be assigned to him/her by the board of directors.
SECTION 7. Chief Executive Officer
The board of directors may appoint a chief executive officer who may be, but who shall not be required to be a member of the Corporation. The chief executive officer shall perform those duties and shall exercise authority as the board of directors may vest in him/her.
SECTION 8. Bonds of Officers
The secretary-treasurer and any other officer or agent of the Corporation charged with responsibility for the custody of any of its funds or property shall be bonded as the board of directors shall determine. The board of directors may also require any other officer, agent or employee of the Corporation to be bonded, as it shall determine.
SECTION 9. Compensation
The powers, duties, expenses and compensation of directors, officers, agents and employees shall be fixed by the board of directors.
SECTION 10. Reports
The Corporation shall submit at each annual meeting reports covering the business of the Corporation for the previous year.