ARTICLE VI

Officers

6.1  Elections of Officers.  The Board of Directors at its annual meeting shall elect the following officers: a President (who can be known as a Chief Executive Officer), one or more Vice-Presidents, an Executive Director, a Secretary and a Treasurer (who can be known as a Chief Financial Officer).  The Board of Directors at any time and from time to time may appoint such other officers as it shall deem necessary, including one or more Assistant Vice-Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries, who shall hold their offices for such terms as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

6.2  Officers’ Terms.  Officers of the Board will be elected during the annual meeting.  Candidates may be nominated by other Board members, or may self-nominate.  Each officer shall hold office until the end of the annual meeting of the Board of Directors next following the date of his or her election and until his or her successor has been elected and has qualified, or until his or her earlier resignation, removal from office, or death. 

6.3 Officeholders.  Any person may hold any two (2) or more offices, except that the same person shall not be both President and Secretary.

6.4  President.  The President shall have such powers and perform such duties as are specifically imposed upon him or her by law and as may be assigned to him or her by the Board of Directors.  The President shall be ex officio a member of all standing committees, unless otherwise provided in the resolution appointing the same.  The President shall call meetings of the Board of Directors to order and shall act as chairman of such meetings.  In the event of an anticipated absence from a meeting, the President shall arrange for another Board member to preside over meetings in his or her place.

6.5  Vice-President.  The Vice-President shall perform such duties as are generally performed by vice-presidents.  The Vice-Presidents shall perform such other duties and exercise such other powers as the Board of Directors, or the President shall request or delegate.  The Assistant Vice-President shall have such powers, and shall perform such duties, as may be prescribed from time to time by the Board of Directors or the President.

6.6 Secretary.  The Secretary shall attend all sessions of the Board of Directors and record all votes and the minutes of all proceedings in books to be kept for that purpose and shall perform like duties for the standing committees when required.  He or she shall give, or cause to be given, any notice required to be given of any meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be.  The Assistant Secretary or Assistant Secretaries shall, in the absence of disability of the Secretary, or at his or her request, perform his or her duties and exercise his or her powers and authority.

6.7  Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he or she shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation, and in general, he or she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned to him by the Board of Directors or the President.  In the event of the creation of a Finance Committee by the Board of Directors, the Treasurer shall serve as such committee’s chairman.

6.8 Executive Director.  The Executive Director shall have day-to-day responsibility for the Corporation, including carrying out goals and policies established by the Board of Directors.  The Executive Director shall attend all board meetings, report progress, answer questions, and in general, he or she shall perform all the duties incident to the executive director of a corporation, and such other duties as may be assigned to him or her by the Board of Directors.  The Board may designate other duties to the Executive Director as necessary.  The Board may terminate the employment of the Executive Director by a simple majority vote.

6.9 Compensation.  No salaries shall be paid to members of the Board of Directors for their services in such capacity or as officers of the Corporation, but the Board of Directors may authorize reimbursement of expenses incurred by them on behalf of the Corporation.  The Board of Directors may authorize reasonable compensation for the services of any officers, including the Executive Director, who serve as employees or agents of the Corporation.

6.10  Absence of Officer.  In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director.

6.11  Removal.  Any officer may be removed at any time by the Board of Directors, and such vacancy may be filled by the Board of Directors.