Bylaws - Article 5
Officers

The Officers of the Corporation shall be the President, the Vice President, the Secretary, and the Treasurer. One person may not hold more than one of these four offices. The Corporation may also have other Officers with titles and duties as delegated by the Board.

Officers shall be elected from among the Board members of the corporation. Upon the removal or resignation of an officer from the Board, then that officer is thereby removed or resigned from the office. When the Board term of an officer expires and that officer has not been reelected to the Board seat, then that officer will no longer be a Director but may remain in office until the end of his/her term of office.

Election of officers to succeeding terms shall be held within two months after any board members are elected by the membership. The Board shall elect officers from duly nominated candidates. Nominations may be made from the floor of the Board meeting as well as by the Nominating Committee. A person in office may be elected to succeed him/herself, if he/she still qualifies for the office. A member is elected to office upon an affirmative vote for election by a number of Directors equal to at least a majority of the number of seats, filled and unfilled, on the Board.

The term of each office is of no set length; however, all current terms of office expire at 2:00 A.M. of the day one month after the election of officers to the succeeding terms. The term of office will expire earlier if both the outgoing and incoming officer publish notice of such earlier agreed date and time of the transition.

An Office vacancy shall exist on the death, resignation, or removal of an officer.

Any Officer may resign effective upon giving written notice to the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. Acceptance of such resignation shall not be necessary to make it effective.

Any Officer may be removed, with or without cause, at any time upon an affirmative vote for such removal by a number of Directors equal to at least two thirds (2/3) of the number of seats, filled and unfilled, on the Board.

In the case of an Office vacancy, the Board shall meet and elect a replacement for the unexpired term.

Officers shall serve without compensation; however, Officers may be reimbursed for actual expenses incurred in the maintenance of their duties.

The President shall, subject to the control of the Board, supervise and control the affairs of the corporation and activities of the Officers. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these bylaws, the President shall execute, in the name of the corporation and with the Secretary or any other officer authorized by the Board, such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board.

The chairperson of each committee created by the Board shall be appointed by the President and approved by the Board.

Between meetings of the board, the president shall respond to inquiries regarding this corporation's agenda and positions and may speak on behalf of the corporation within the limits and direction given by the board during board meetings and via special rules of order, and board-approved corporate publications and position statements. The president may delegate his/her communication assignments as necessary.

Between meetings of the board, the president may issue, if urgently required, interim corporate position statements and publications, after submitting the proposed statements or publications to at least five other board members and receiving the approval of at least five other board members. Such interim position statements and publications shall be consistent with the articles of incorporation, these bylaws, special rules of order, and position statements and publications previously approved in a meeting of the board. Interim position statements and publications issued between board meetings shall remain in effect only until the next board meeting and shall be brought before the board at its next meeting for action by the board.

The chairperson of the Nominating Committee shall be appointed by the President and approved by the Board.

The President shall create the agenda for the meetings of the Board, membership. The Agenda shall include opportunities to discuss old business and introduce new business.

In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.

The Secretary shall:

record the minutes of the meetings of the Board and the membership.

publish the minutes of the previous meetings of the Board, prior to the next meeting, for the members via the web site.

see that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

maintain the records of the corporation, except those that the Treasurer is required by these bylaws to maintain.

keep the seal of the corporation and the records of the corporation, except those that the Treasurer is required by these bylaws to keep and maintain.

affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.

exhibit corporate records, except those that the Treasurer is required by these bylaws to maintain, to members and Directors as provided for in these bylaws.

The Treasurer shall:

have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

disburse, or cause to be disbursed, the funds of the corporation as directed by the Board in compliance with the provisions in Article 8, and take proper vouchers for such disbursements.

keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

exhibit the books of account and financial records to members and Directors of the corporation as provided for in these bylaws.

prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

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