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<br />ARTICLE V. <br />Officers <br /> <br />Section 1. NUMBER. The Officers of the Corporation shall be elected by the Board <br />of Directors and shall include a Chairman, a Vice Chairman, a Secretary and Treasurer. The <br />Board of Directors may also appoint such other Officers and Assistant Officers as it may deem <br />necessary. Except as provided in these Bylaws, the Board of Directors shall fix the powers, <br />duties and compensation of all Officers. Officers may, but need not be Directors of the <br />Corporation. <br /> <br />Section2. ELECTION AND TERM OF OFFICE. Officers shall be elected at each <br />annual meeting of the Board of Directors and shall hold office at the pleasure of the Board. Each <br />officer shall hold office until a successor shall have been duly elected unless prior thereto the <br />Officer shall have resigned or been removed from office as hereinafter provided. <br /> <br />Section 3. REMOVAl AND VACANIES. Any officer or agent elected or appointed <br />by the Board of Directors may be removed from office with or without cause at any time by the <br />vote of a majority of the Board of Directors. Any vacancy in any office of the Corporation shall be <br />filled by the Board of Directors. <br /> <br />Section 4. CHAIRMAN. The Chairman shall have general and active management <br />of the business of the Corporation and shall see that all orders and resolutions of the Board of <br />Directors are carried into effect. The Chairman shall have the general powers and duties usually <br />vested in the office of the chairman of a corporation and shall have such other powers and <br />perform such other duties as the Board of Directors may from time to time prescribe. <br /> <br />Section 5. VICE CHAIRMAN. The Vice Chairman shall have such powers and <br />perform such duties as the chairman or the Board of Directors may from time to time prescribe. <br />In the absence of the Chairman or in the event of the Chairman's death, inability or refusal to act, <br />the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all <br />the powers of and be subject to all the restrictions upon the Chairman. <br /> <br />Section 6. SECRETARY. The Secretary shall attend all meetings of the Board of <br />Directors and record all votes and the minutes of all proceedings of the Board of Directors in a <br />book to be kept for the purpose, and shall custody of all documents and records of the <br />Corporation, except those connected with the office of the Treasurer. The Secretary shall have <br />the custody of the corporate seal and attest the same when properly authorized to do so. The <br />Secretary shall give or cause to be given notice of all meetings of the Board of Directors, and <br />shall perform such other duties and have such other powers as the Board of Directors may from <br />time to time prescribe. <br /> <br />Section 7. TREASURER The treasurer shall have the care and custody of the <br />corporate funds and securities of the Corporation and shall disburse the funds of the Corporation <br />as may be ordered from time to time by the Board of Directors. The Treasurer shall keep full and <br />accurate account of all receipts and disbursements in books belonging to the Corporation and <br />shall have such other powers and perform such other duties as the Board of Directors may from <br />time to time prescribe. <br /> <br />Section 8. GENERAl ADMINISTRATION. Unless provided otherwise by resolution <br />adopted by the Board of Directors, the F-CCEDC President shall be the chief administrative officer of <br />the Corporation. <br /> <br />The chief administrative officer (a) shall have the responsibility for the day to day <br />management of the Corporation; (b) shall be present at all meetings of the Board of Directors; (c) <br />