The general functions of the Board of Directors shall be:
1) To assure the corporation serves its purposes and attains its objectives.
2) To serve as stewards of the resources of the Corporation.
3) To discharge the specific powers and responsibilities established in the Articles of Incorporation and these By-Laws.
Section 2 – Powers and Responsibilities of the Board of Directors
The powers and responsibilities of the Board of Directors without limiting the generality of the functions specified above shall be:
1) To recommend to the members the adoption of changes in the Articles or By-Laws of this Corporation.
2) To elect and remove officers of the Corporation.
3) To designate by resolution banking or savings account responsibilities, including the opening and closing of accounts, the signing of checks or drafts, and the designation of those charged with responsibility for dealing with those accounts in all respects, and by acting by resolution as otherwise may be required to deal with the funds of the Corporation duly budgeted.
4) To recommend to the members operational requirements, including contractual obligations, joint enterprises, and capital and operational budgets of the Corporation, as required.
5) To develop from time to time whatever committee structure is deemed necessary to fulfill the responsibilities of the Board of Directors to insure the success of this Corporation.
6) To recommend to the members appropriate actions with regard to anything which requires their authorization or approval.
7) To employ such employees or agents as may be required within approved budgetary limitations, and approve rules and regulations for the administration of the Corporation's business and its personnel.
8) To contract, purchase, sell, encumber, lease or otherwise deal with the assets of the Corporation subject to the Reserved authority of its members, and to designate by resolution those empowered to legally obligate the Corporation with regard to these transactions.
9) To initiate and commission such studies, reviews, plans and other investigations needed to further corporate purposes which are not inconsistent with reserved authority to the members.
Section 3 – Meetings of the Board of Directors
The Board of Directors shall have their normal organization meetings at the Reunion of the organization or at such other times as designated by the President. They shall elect officers and conduct such other necessary business as may come before them for transaction.
There shall be a meeting as called by the President to conduct such business as the President shall specify. Special meetings may be called at any time.
The presence of four (4) Directors shall constitute a quorum for any of the meetings of the Board of Directors.
Section 4 – Election of Officers
The officers shall be nominated and elected by the Board of Directors, and will serve for a period of one year or until their successors are duly elected thereafter.
Section 5 – Salaries
The Board of Directors shall serve without salary. All officers shall serve without salary except the Board of Directors shall have authority to appoint part-time or full-time employees as Assistant Vice President, Assistant Secretary, or Assistant Treasurer and nothing herein shall preclude the payment of salaries to such full-time employed individuals. Further, nothing herein shall prohibit any officer or director from service in another capacity for compensation.
Section 6 – Removal of Officers
Any officer may be removed at any time, with or without cause, by the Board of Directors.
Section 7 – Powers and Duties of Officers
The President shall preside at all meetings of the directors, and at membership meetings at which he shall be present, and in general, except as otherwise provided by these By-Laws, the President shall perform all duties incident to a presiding office and such other duties as the Board of Directors from time to time set.
2) Vice President.
The Vice President shall, in the absence or disability of the President, perform the duties of the President, and shall perform such other duties as the Board of Directors shall from time to time establish.
The Secretary shall keep or cause to be kept, the minutes of the meetings of the members and of the Board of Directors in a fashion for the purpose of keeping.
The Secretary shall be charged with the obligation to give notice of all meetings of the membership or of the Board of Directors. He shall keep in safe custody the Seal of the Corporation, and when authorized by the Board of Directors, shall affix the Seal to any instrument requiring Seal, and when so affixed, the Seal shall be attested to by the signature of the Secretary or by any other officer designated by the Board of Directors permitted to attest by signature.
The Treasurer shall have custody of all corporate funds and securities and shall keep the book belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors, at the meetings of the Board or whenever they may require it, and shall keep an account of all transactions. The Board of Directors may require the Treasurer to give bond the faithful performance of his duties, and any such bond shall be at the cost of the Corporation.
5) In addition to the powers and duties elaborated above for each respective office, the Board of Directors may from time to time, impose or confer upon any officer such additional duties and powers that may be required to accomplish all valid corporate purposes.
Section 7 – Removal and/or Vacancy on the Board of Directors
The members may remove any director as stated in Article 3, Section 2, paragraph 2) with or without cause and shall have the authority to fill any vacancy created by removal of a director, the death of a director, the resignation of a director or otherwise.
Section 8 – Resignation
Any director of the Corporation my resign at any time by giving written notice to the President of the Corporation, or to the Secretary, and such resignation shall take effect upon the date of receipt of the notice or at any later date specified in the notice. Failure to attend two (2) consecutive regular meetings, in the absence of notification to the Secretary as to a valid reason thereof, shall constitute a resignation.
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