ARTICLE IV OFFICERS
Section 4.1. Number The officers of the Corporation shall consist of the Chairman (President), a Vice Chairman, a Secretary, a Treasurer, and such other officers and agents as may be required by law or elected by the Board of Directors. The Chairman and the Vice Chairman shall be members of the Board of Directors, but no other officer need be a member of the Board. Any two or more offices may be held by the same person, except the offices of the Chairman and Secretary or Treasurer. In its discretion, the Board of Directors may leave unfilled any office except those of the Chairman, Secretary or Treasurer.
Section 4.1-1 Nominations of officers A slate of officers shall be presented by the nominating committee at the annual membership meeting. Additional nominations may be made from the floor but must be in compliance with Section 4.1
4.2. Election, Term and Qualifications The initial officers shall be chosen by the Board of Directors at the organizational meeting of the Directors, subsequent officers shall be chosen annually and as provided in Section 3.5. . Each Foundation Member in good standing who is present at the election shall be entitled to one vote. No proxy shall be allowed. Voting shall be by secret ballot. The election may be accepted by acclamation when all candidates are unopposed. Each officer shall hold office until his successor has been duly chosen and qualified, or until his death, resignation, or removal.
Section 4.3. Removal Any officer or agent elected or appointed by the Board of Directors may be removed by the Directors at their pleasure, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights
Section 4.4. Any vacancy in any office for any cause may be filled by the Board of Directors.
Section 4.5. Duties The officers of the Corporation shall have such powers and duties, except as modified by the Board of Directors, as generally pertain to their offices, respectively, as well as such powers and duties as from time to time shall be conferred by the Board of Directors and these Bylaws.
Section 4.6. Chairman of the Board The Chairman of the Board shall preside at all meetings of the Members and the Board of Directors, and shall have such other powers and duties as Chairman as may from time to time be prescribed by these Bylaws and by the Board of Directors pursuant to resolutions duly adopted by the Directors.
Section 4.7. Vice Chairman. In the absence or disability of the Chairman, the Vice Chairman (the "Vice Chairman") shall perform the duties of the Chairman, and, when so acting, the Vice Chairman shall have all the powers of, and be subject to all restrictions upon, the Chairman. Any action taken by the Vice Chairman in the performance of the duties of the Chairman shall be conclusive evidence of the absence or inability to act of the Chairman at the time such action was taken. The Vice Chairman shall perform such other duties as may, from time to time, be assigned or delegated to him by the Board of Directors.
Section 4.8. Secretary The Secretary shall: (a) keep the minutes of all meetings of the Members, of the Board of Directors and of all committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) have general charge of policies, rules and such other books and papers as the Board of Directors may direct, for the Corporation, all of which shall, at all reasonable times, be open to the examination of any Director, upon application at the office of the Corporation during business hours; (e) prepare and file any reports required by law; and (i) in general, perform all duties and exercise all powers incident to the office of the Secretary and such other duties and powers as the Board of Directors from time to time may assign, delegate or confer within the requirements of these Bylaws.
Section 4.9. Treasurer The Treasurer shall: (a) keep complete and accurate records of account, showing accurately at all times the financial condition of the Corporation, including, without limitation, assuring an annual audit is conducted and that a review of such audit with the Board be done; (b) be the legal custodian of all monies, notes, securities, and other funds and valuables which may from time to time come into the possession of the Corporation; (c) together with the Executive Director, furnish at meetings of the Board of Directors, or whenever requested, budget information and a statement of the financial condition of the Corporation; (d) prepare and file any reports required by law; and (e) in general, perform all duties and exercise all powers incident to the office of the Treasurer and such other duties and powers as the Board of Directors from time to time may assign, delegate or confer within the requirements of these Bylaws.
Section 4.10. Bonds of Officers The Board of Directors may secure the fidelity of any or all of such officers by bond or otherwise, in such terms and with such surety or sureties, conditions, penalties, or securities as shall be required by the Directors.
