Article VI - Officers
Section 1. Number
The officers of the Association shall be the President, Vice President, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. The same person may hold the offices of Secretary and Treasurer.
Section 2. Election & Term of Office
The officers shall be elected by ballot, annually, by and from the Board of Directors at the meeting of the Board of Directors held immediately after the 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 his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the 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 a majority of the Board of Directors whenever in its judgment the best interests of the Association will be served thereby. In addition, any Member of the Association may bring charges against an officer and by filing with the Secretary such charges in writing together with a petition signed by 10% of the Members, may request the removal of such officer. The officer against whom such charges have been brought shall be informed in writing of the charges at least 10 days prior to the Board meeting at which the charges are to be considered and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence in respect of the charges; and the person or persons bringing the charges against him shall have the same opportunity.
Section 4. President
The President shall:
- Be the principal executive officer of the Association and, unless otherwise determined by the Members of the Board of Directors, shall preside at all meetings of the Members and the Board of Directors;
- Sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Association 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 such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice President
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6. Secretary
The Secretary shall:
- Keep the Minutes of the meetings of the Members and of the Board of Directors in one or more books provided for the purpose;
- See that all notices are duly given in accordance with these By-Laws or as required by law;
- Be custodian of the Association records and of the Seal of the Association and affix the Seal of the Association to all documents necessary prior to the issue thereof and to all documents, the execution of which on behalf of the Association under its Seal is duly authorized in accordance with the provisions of these By-Laws;
- Keep on file at all times a complete copy of the Articles of Incorporation and By-Laws of the Association containing all amendments thereto (which copy shall be open to the inspection of any Member) and at the expense of the Association may forward a copy of the By-Laws and all amendments thereto to each Member; and (e) In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 7. Treasurer
The Treasurer shall:
- Have charge and custody of and be responsible for all funds and securities of the Association;
- Be responsible for the receipt of and the issuance of receipts for all moneys due and payable to the Association and for the deposit of all such moneys in the name of the Association in such bank or banks as shall be selected in accordance with the provisions of these By-Laws; and In general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 8. Manager
The Board of Directors may appoint a Manager who may be, but who shall not be required to be, a Member of the Association. The Manager shall perform such duties and shall exercise such authority as the Board of Directors from time-to-time vest in him.
Section 8.5. General Counsel
The Board of Directors may select and appoint an attorney to serve as General Counsel to the Association who may be, but who shall not be required to be, a Member of the Association. The General Counsel shall advise the Board in the best interest of the Association and its Members and shall perform such duties and shall exercise such authority as the Board of Directors from timeto-time vest in him.
Section 9. Bonds of Officers
The Treasurer and any other officer or agents of the Association charged with responsibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board of Directors shall determine. The Board of Directors in its discretion may also require any other officer, agent, or employee of the Association to give bond in such amount and with such surety as it shall determine.
Section 10. Compensation
The Board of Directors shall fix the powers, duties, and compensation of officers, agents, and employees, subject to the provisions of these By-Laws with respect to compensation for Directors and close relatives of Directors.
Section 11. Reports
The officers of the Association shall submit to each meeting of the Members reports covering the business of the Association for the previous fiscal year. Such reports shall set forth the condition of the Association at the close of such fiscal year.