Section 7.1. Elected Officers. The elected officers of the Corporation shall include a Chair, a Vice-Chair, a Secretary, a Treasurer, and a Public Relations/Meeting Coordinator. Additional non-elected officers of the Corporation include a Founder (also referred to as the Chair Emeritus), and a Past Chair The position of Founder shall be held by held by Chris Alexander, until his death, resignation, or removal for cause in accordance with Section 7.7. The Past Chair position shall be automatically filled by the immediately preceding elected Chair. The officers shall have such duties as are described in these Bylaws and/or those duties assigned by the Board of Directors from time to time.
Section 7.2. Election. All officers shall be members of the Board of Directors. The Corporation’s existing officers shall nominate candidates to the elected officer positions, which shall be presented to the members for approval. The officers and/or the Board of Directors may, in their discretion, nominate only a single candidate for each officer position. The Board of Directors may elect any other such officers deemed necessary by the Board of Directors to carry out the exempt purposes of the Corporation.
Section 7.3. Two or More Offices. Any two (2) or more offices may be held by the same person, except that the Chair and Secretary shall not be the same person.
Section 7.4. Compensation. The compensation, if any, of all officers of the Corporation shall be fixed from time to time by the Board of Directors. In the event the Corporation has employees, the Board of Directors may fix compensation for such employees or may from time to time delegate to an Executive Director/Director of Operations (if any) the authority to fix the compensation of any or all of the other employees and agents of the Corporation. Any officer, employee or agent of the Corporation (including an officer, employee or agent who is a “disqualified person” with respect to the Corporation within the meaning of Section 4946 of the Internal Revenue Code and the regulations promulgated thereunder) shall be entitled to compensation and reimbursement of reasonable expenses (including reasonable advances for expenses anticipated in the immediate future) for the performance of “personal services” as defined in the Treasury Regulation Section 51.4942(d)-3(c) which are reasonable and necessary to carry out the exempt purposes of the Corporation, provided that such compensation and reimbursement of reasonable expenses shall not be excessive.
Section 7.5. Term of Office; Removal; Filling of Vacancies. Each elected officer of the Corporation shall hold office from the time of his or her appointment as officer by the Board of Directors for a term of two (2) years or until such officer’s successor is chosen and qualified in such officer’s stead or until such officer’s earlier death, resignation, retirement, disqualification or removal from office. In the event a Director who has only one (1) year remaining on his or her term as Director is elected to an office, such person’s second year in office shall be contingent upon his or her re-election to the Board of Directors, and, in the event such person is not re-elected to the Board of Directors, the Board of Directors shall treat the vacancy as if occurring as a result of an expired term and shall fill such position for a new two (2) year term in accordance with Section 7.2.
Section 7.6. Resignation. Any officer may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
Section 7.7. Removal. Any officer may be removed from such office for cause, as defined hereinafter, by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Directors called expressly for that purpose. “For cause” shall mean failure to complete the duties and/or responsibilities of the individual’s office; willful actions or conduct detrimental to the interests of the Corporation, or to its programs, policies, objectives or the harmonious relationship of its members as determined by the Board of Directors, or removal from voting membership of the Corporation.
Section 7.8. Vacancies. A vacancy in any office shall be filled by the Board of Directors for the unexpired term.
Section 7.9. Chair. The Chair shall be the chief executive officer of the Corporation and, subject to the provisions of these Bylaws, shall have general supervision of the day-to-day activities and affairs of the Corporation and shall have general and active control thereof. The Chair shall have general authority to execute, in the name of the Corporation, checks, promissory notes, bonds, leases, deeds, notices, contracts and, unless the Board of Directors shall order otherwise by resolution, any other papers and instruments as the ordinary conduct of the Corporation’s business may require and to affix the corporate seal thereto; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation; to remove or suspend any employee or agent; and in general to exercise all the powers usually appertaining to the office of chief executive officer of a corporation, except as otherwise provided by law, the Certificate of Formation or these Bylaws. The Chair shall attend and participate in all meetings of the Board of Directors, advisory boards and committees without vote. The Chair shall have such other powers and duties as the Board of Directors may determine from time to time. In the absence or disability of the Chair, the duties of such office shall be performed and the powers may be exercised by the Vice Chair, unless otherwise determined by the Board of Directors. The Chair shall serve as Chairman of the Board of Directors.
Section 7.10. Vice Chair (if any). The Vice Chair, if any, shall generally assist the Chair and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to such office by the Chair or the Board of Directors.
Section 7.11. Secretary. The Secretary shall see that notice is given of all annual and special meetings of the Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board. The Secretary shall have charge of the corporate seal and shall have authority to attest any and all instruments of writing to which the same may be affixed. The Secretary shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable. The Secretary shall generally perform all duties usually appertaining to the office of secretary of a corporation.. In the absence or disability of the Secretary, the duties of such office shall be performed and the powers may be exercised as determined by the Board of Directors.
Section 7.12. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangements and classification; shall supervise the accounting and auditing practices of the Corporation and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board; shall advise upon all terms of credit granted by the Corporation; shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts, disbursements and contributions of the Corporation. The Treasurer shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, the duties of such office shall be performed and the powers may be exercised as determined by the Board of Directors.
Section 7.13. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by law, the Certificate of Formation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned by any competent superior officer.
Section 7.14. Administration of Day to Day Matters. Pursuant to the provisions of this Section 7.14 and the then-applicable administrative agreement (if any) or such other agreement designating the accomplishment of administrative tasks, the day-to-day maters of the Corporation, other than those matters specifically assigned to an officer or committee by the Board of Directors, may be administered by an Administrative Agent. The Administrative Agent shall be entitled to reasonable compensation for services rendered and shall operate under the budget developed by the Board of Directors for each fiscal year. To the extent of any conflict between any such administrative agreement and these Bylaws, these Bylaws shall control.