Article 8. Officers of the Corporation
8.1. Offices Held
The officers of this corporation shall be a president, a secretary, and a chief financial
officer. The corporation, at the board's discretion, may also have a chairman of the board,
one or more vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed under Section 8.3 of these bylaws.
One person may serve concurrently any two positions, except that the secretary, the chief
financial officer, or treasurer may serve concurrently as either the president or the
chairman of the board.
8.2. Election of Officers
The officers of this corporation, except any appointed under Section 8.3 of these bylaws,
shall be chosen annually by the membership and shall serve at the pleasure of the board,
subject to the rights of any officer under any employment contract.
8.3. Appointment of Other Officers
The board may appoint and authorize the chairman of the board, the president, or another
officer to appoint any other officers that the corporation may require. Each appointed
officer shall have the title and authority, hold office for the period, and perform the duties
specified in the bylaws or established by the board.
8.4. Removal of Officers
Without prejudice to the rights of any officer under an employment contract, the board
may remove any officer with or without cause. An officer who was not chosen by the
board may be removed by any other officer on whom the board confers the power of
removal.
8.5. Resignation of Officers
Any officer may resign at any time by giving written notice to the board. The resignation
shall take effect on the date the notice is received or at any later time specified in the
notice. Unless otherwise specified in the notice, the resignation need not be accepted to
be effective. Any resignation shall be without prejudice to any rights of the corporation
under any contract to which the officer is a party.
8.6. Vacancies in Office
A vacancy in any office because of death, resignation, removal, disqualification, or any
other cause shall be filled in the manner prescribed in these bylaws for normal
appointments to that office, provided, however, that vacancies need not be filled on an
annual basis.
8.7. Responsibilities of Officers
8.7.1 Chairman of the Board
If a chairman of the board of directors is elected, he or she shall preside at board
meetings and shall exercise and perform such other powers and duties as the board
may assign from time to time. If there is no president, the chairman of the board
shall also be the chief executive officer and shall have the powers and duties of the
president of the corporation set forth in these bylaws.
8.7.2 President
Subject to such supervisory powers as the board may give to the chairman of the
board, if any, and subject to the control of the board, the president shall be the
general manager of the corporation and shall supervise, direct, and control the
corporation's activities, affairs, and officers. The president shall preside at all
members' meetings and, in the absence of the chairman of the board, or if none, at
all board meetings. The president shall have such other powers and duties as the
board or the bylaws may require.
8.7.3 Vice Presidents
If the president is absent or disabled, the vice presidents, if any, in order of their
rank as fixed by the board, or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president
shall have all powers of and be subject to all restrictions on the president. The vice
presidents shall have such other powers and perform such other duties as the board
or the bylaws may require.
8.7.4 Secretary
The secretary shall keep or cause to be kept, at the corporation's principal office or
such other place as the board may direct, a book of minutes of all meetings,
proceedings, and actions of the board, of committees of the board, and of members'
meetings. The minutes of meetings shall include the time and place that the
meeting was held; whether the meeting was annual, general, or special, and, if
special, how authorized; the notice given; the names of persons present at board
and committee meetings; and the number of members present or represented at
members' meetings.
The secretary shall keep or cause to be kept, at the principal California office, a
copy of the articles of incorporation and bylaws, as amended to date.
The secretary shall keep or cause to be kept, at the corporation's principal office or
at a place determined by resolution of the board, a record of the corporation's
members, showing each member's name, address, and class of membership.
The secretary shall give, or cause to be given, notice of all meetings of members, of
the board, and of committees of the board that these bylaws require to be given.
The secretary shall keep the corporate seal, if any, in safe custody and shall have
such other powers and perform such other duties as the board or the bylaws may
require.
8.7.5 Chief Financial Officer
The chief financial officer shall oversee, or cause to be kept and maintained,
adequate and correct books and accounts of the corporation's properties and
transactions. The chief financial officer shall send or cause to be given to the
members and directors such financial statements and reports as are required to be
given by law, by these bylaws, or by the board. The books of account shall be open
to inspection by any director at all reasonable times.
The chief financial officer shall
- (i) disburse the corporation's funds as the board may order;
- (ii) render to the president, chairman of the board, if any, and the board,
when requested, an account of all transactions as chief financial officer and
of the financial condition of the corporation
- (iii) provide oversight and review of the work product produced and
procedures implemented by the treasurer; and
- (iv) have such other powers and perform such other duties as the board or the
bylaws may require.
- (iv) prepare or have prepared and confirmed an annual financial report for
the board and a 16.7. Periodic Review report as may be pursuant by 16.7 of
the Conflict of Interest Article 16.
If required by the board, the chief financial officer shall give the corporation a
bond in the amount and with the surety or sureties specified by the board for
faithful performance of the duties of the office and for restoration to the
corporation of all of its books, papers, vouchers, money, and other property of
every kind in the possession or under the control of the chief financial officer on
his or her death, resignation, retirement, or removal from office.
8.7.6 Treasurer
The Treasurer shall carryout the day to day financial responsibilites of the
corporation, and shall be overseen by and shall be accountable to the Chief
Financial Officer.
The Treasurer shall
- (i) deposit, or cause to be deposited, all money and other valuables in the
name and to the credit of the corporation with such depositories as the board
may designate;
- (ii) disburse the corporation's funds as the board may order;
- (iii) collect membership dues; and
- (iv) have such other powers and perform such other duties as the board or the
bylaws may require.
If required by the board, the treasurer shall give the corporation a bond in the
amount and with the surety or sureties specified by the board for faithful
performance of the duties of the office and for restoration to the corporation of all
of its books, papers, vouchers, money, and other property of every kind in the
possession or under the control of the treasurer officer on his or her death,
resignation, retirement, or removal from office.