Changes

By-Laws

138 bytes added, 20:31, 8 September 2018
/* ARTICLE V — OFFICERS */ format
Section 5.01. Number and Titles. The Officers of the corporation shall be a [[President]], a [[Vice-President]], a [[Secretary]], and a [[Treasurer]]. The corporation may also have, at the discretion of the [[Board|Board of Directors]], a [[Chairman|Chairman of the Board]], all of whom must be [[Directors]]. The Board of Directors may also appoint one or more additional Vice-Presidents, [[Assistant Secretary|Assistant Secretaries]], [[Assistant Treasurer|Assistant Treasurers]], and such other Officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. One person may hold two or more offices, except those of President and Secretary.
Section 5.02. Qualification, Election, and Term of Office. Any Member of the corporation who holds the office of a [[Directors|Director ]] is qualified to be an Officer of the corporation. Officers, other than those appointed pursuant to Section 5.03 or Section 5.05 of this Article, shall be elected annually by the [[Board of Directors ]] at the first regular meeting of the Board of Directors following the annual election of Directors, and each Officer shall hold office until he resigns or is removed or is otherwise disqualified to serve, or until his successor shall be elected and qualified, whichever comes first.
Section 5.03. Appointed Officers. The [[Board of Directors ]] may appoint such other Officers or agents as it may deem desirable, and such Officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. The Board of Directors may appoint to such offices Members who are not [[Directors]].
Section 5.04. Removal and Resignation. Any Officer may be removed, either with or without cause, by a majority of the [[Directors ]] at the time in office, at any regular or special meeting of the [[Board of Directors]], and such Officer shall be removed should he cease to be qualified for the office as herein required. Any Officer may resign at any time by giving written notice to the Board of Directors or to the [[President ]] or [[Secretary ]] of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.06. Duties of [[President]]. The President shall be the chief executive officer of the corporation and shall in general, subject to the control of the [[Board of Directors]], supervise and control the affairs of the corporation. He shall perform all duties incident to his office and such other duties as may be required by law or by these [[By-Laws]], or which may be prescribed from time to time by the Board of Directors. He shall preside at all meetings of the Members and of the Board of Directors, unless the Board of Directors has elected a [[Chairman of the Board ]] who would then preside over meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these By-Laws, he shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. He shall also, ex officio, be a member of all standing committees of the corporation.
Section 5.07. Duties of [[Vice-President]]. In the absence of the [[President]], or in the event of his inability or refusal to act, the Vice-President, or where more than one: the Vice-Presidents, in order of their rank as fixed by the [[Board of Directors]], or, if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. In the event the office of President becomes vacant for any reason, the Vice-President shall automatically succeed to that office. The Vice-President(s) shall have such other powers and perform such other duties a may be prescribed by law, by the Articles of Incorporation, or by these [[By-Laws]], or as may be prescribed by the Board of Directors.
Section 5.08. Duties of [[Secretary]]. The Secretary shall:
<ol type="a">
<li>Certify and keep at the principal office of the corporation the original, or a copy of, these [[By-Laws ]] as amended or otherwise altered to date.</li>
<li>Keep at the principal office of the corporation or at such other place as the [[Board of Directors ]] may order, a book of minutes [[Minutes]] of all meetings of the [[Directors ]] and Members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at the meetings of Directors, the number of Members present at meetings of Members, and the proceedings thereof.</li>
<li>See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.</li>
<li>Be custodian of the records and of the seal [[Seal of the corporation Corporation]] and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these By-Laws.</li>
<li>Keep at the principal office of the corporation a membership book [[Membership Book]] containing the name and address of each Member, and, in any case where membership has been terminated, he shall record such fact in the book together with the date on which the membership ceased.</li>
<li>Exhibit at all reasonable times to any Director of the corporation, or to his agent or attorney, on request therefor, the By-Laws, the membership bookMembership Book, and the minutes Minutes of the proceedings of the Directors and of the Members of the corporation.</li>
<li>Exhibit at all reasonable times to any Member, or to his agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such Member, the By-Laws and the minutes of meetings of the Directors or of the Members, and shall exhibit said records at any time when requested by the demand of ten per cent (10%) or more of the Members of the corporation.</li>
</ol>
Section 5.09. Duties of [[Assistant Secretary]]. The Assistant Secretary, if such there be, shall, in the absence of the [[Secretary ]] or in the event of his inability or refusal to act, perform all the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions on, the Secretary. The Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the [[Board of Directors ]] or by the Secretary.
Section 5.10. Duties of [[Treasurer]]. Subject to the provisions of Article VI of these [[By-Laws]], the Treasurer shall:
Have charge and custody of and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the [[Board of Directors]].
Receive, and give receipt for, moneys due and payable to the corporation from any source whatever.
Exhibit at all reasonable times to any Member, his agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such Member, the books of account and financial records of the corporation, and shall exhibit said records at any time when required by the demand of ten per cent (10%) or more of the Members of the corporation.
Render to the [[President ]] and [[Directors]], whenever he or they request it, an account of any or all of his transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Members.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or these By-Laws, or which may be assigned to him from time to time by the Board of Directors.
Section 5.11. Duties of [[Assistant Treasurer]]. If required by the [[Board of Directors]], the Assistant Treasurer, if any there be, shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall, in general, perform such duties as shall be assigned to him, from time to time, by the [[Treasurer ]] or by the Board of Directors.
==ARTICLE VI — EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS==
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