Article VI - Officers
Section 6.01. Number
The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, and other such officers as from time to time be deemed desirable by the Board of Directors.
Section 6.02. Election & Term of Office
The officers may be elected annually by secret, written ballot, or by any other proper method, without prior nomination, by and from the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board of Directors following the next succeeding annual meeting of the members, or until a successor shall have been duly elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal of officers.
Section 6.03. Removal
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 interests of the Association will be served thereby.
Section 6.04. Vacancies
Except as otherwise provided in these bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section 6.05. President
The President:
- shall preside at all meetings of the Board of Directors and all meetings of the members; provided, that the President shall have the authority to appoint any person to serve as chair of any special or regular meeting of the members, such chair to have all duties and responsibilities of the President of the Association while so presiding;
- shall sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases where the signing and execution of thereof shall be expressly delegated to some other officer or agent of the Association by the Board of Directors or by these bylaws, or shall be required by law to be otherwise signed or executed;
- shall appoint all committees of the Board of Directors and of the Association, both standing committees and temporary committees, except where otherwise provided by these bylaws, and shall serve as ex officio member of all committees except the Committee on Nominations, the Credentials, and Election Committee; and
- in general shall perform all duties incident to the office of President and other such duties as may be prescribed by the Board of Directors from time to time.
Section 6.06. Vice President
In the absence of the President, or in the event of an 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 such other duties as from time to time may be assigned by the Board of Directors.
Section 6.07. Secretary
The Secretary shall:
- keep the minutes of the meeting of the members and of the Board of Directors in 1 or more books provided for that purpose;
- see that all notices are duly given in accordance with these bylaws or as required by law;
- be custodian of the corporate records and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is authorized in accordance with the provision of these by-laws;
- keep or insure the keeping of a register of the names and post office addresses of all members;
- have general charge of the books of the Association;
- keep on file at all times a complete copy of the articles of incorporation and bylaws of the Association containing all amendments thereto (which copy shall always be open to the inspection of any member); and
- in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.
Section 6.08 Treasurer
The Treasurer shall be responsible for:
- custody of all funds and securities of the Association;
- the receipt of and the issuance of all receipts for all monies in the name of the Association in such bank or banks as shall be selected in accordance with the provisions of these bylaws; and
- the general performance of all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors.
Section 6.09. Delegation of Secretary’s & Treasurer’s Responsibilities
Notwithstanding the duties, responsibilities, and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 6.07 and 6.08, the Board of Directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the authority for, and the regular or routine administration of, 1 or more of each such officers’ such duties to 1 or more agents, other officers or employees of the Association who are not directors. In the event that a Treasurer is not elected by the Board of Directors from among their number, the Treasurer’s duties will be delegated to the
General Manager.
Section 6.10. General Manager
The Board of Directors shall appoint a General Manager, who may be, but who shall not be required to be a member of the Association. The General Manager shall perform such duties and shall exercise such authority as the Board may from time to time so vest.
Section 6.11. Bonds of Officers
The Board of Directors in its discretion may require any officer, agent, or employee of the Association to give bond in such amount and with such surety as it may determine. The costs of all such bonds shall be borne by the Association.
Section 6.12. Compensation
The Board of Directors shall, from time to time, fix, amend, or increase the compensation of the General Manager. The wages and salaries of all employees or agents of the Association shall be fixed by the General Manager, subject to the approval of the Board of Directors.
Section 6.13. Reports
The officers of the Association shall submit at each annual meeting of the members reports covering business of the Association for the fiscal year and showing the condition of the Association at the close of such fiscal year.