Article V- Officers

Section 1. Number

The officers of the Foundation shall be a President, a Vice President, and a Secretary/Treasurer, and such other officers as may be elected or appointed by the Board of Directors.  Any two (2) or more offices may be held by the same persons except the offices of President and Secretary.

 

Section 2. Election and Term of Office

The officers of the Foundation shall be elected annually by 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.  Vacancies may be filled or new offices filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

 

Section 3. 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 Foundation will be served thereby.

 

Section 4. President

The President shall be selected by and from the membership of the Board of Directors.  He shall be the chief executive officer of the Foundation.  He shall preside over all meetings of the Board and of the members.  He shall preside over all meetings of the Board and of the members.  He shall have general and active management of the business and affairs of the Foundation, and he shall see that all orders and resolutions of the Board are carried into effect.  He shall have the powers and authority to make gifts and donations of capital as well as income of the Foundation in pursuance of the objects and pursuance of the objects and purposes of the Foundation.  In general, he shall have all powers and shall perform all duties incident to the office of President and such other powers and duties as may be vested or prescribed by the Board of Directors from time to time.

 

Section 5. Vice President

At least one (1) Vice President shall be chosen from the membership of the Board of Directors.  Such Vice-President (or in the event there be more than one (1) Vice President, the Vice-Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties and exercise the powers of the President during the absence, disability, or refusal to act of the President.

 

Section 6. Treasurer

The Treasurer shall have custody of all Foundation funds and securities and shall keep in books belonging to the Foundation full and accurate accounts of all receipts and disbursements; he shall deposit all funds, securities and other valuable effects in the name of the Foundation in such depositaries as may be designated for that purpose by the Board of Directors.  He shall disburse the funds of the Foundation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the Foundation.

 

Section 7. Secretary

The Secretary shall: (a) keep the minutes of the meetings of the members and of the Board of Directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Foundation and see that the seal of the Foundation is affixed to all documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By-Laws; (d) keep a register of the members of the Foundation as provided in Article  III, Section 5, herein; (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 President or by the Board of Directors.

 

Section 8. Assistant Treasurers and Assistant Secretaries

The Assistant Treasurers and [Secretaries], in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary, respectively, or by the President or the Board of Directors.