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## <u>Rights of Advisory Committee Members</u> <br />Members of any active advisory committee shall receive notice of all regular Board meetings by a method determined by Board resolution. Such members shall be entitled to attend regular Board meetings as observers, and may only speak at meetings upon invitation from the meeting chair. Advisory committee members shall have no vote on any matter before the Board. Notwithstanding the above, any meeting (or portion thereof) may be designated as a "Closed" or "Executive" session by the President or meeting chair. Attendance at these sessions shall be restricted to Directors and invited guests to discuss sensitive matters, including but not limited to legal, personnel, or proprietary issues. | ## <u>Rights of Advisory Committee Members</u> <br />Members of any active advisory committee shall receive notice of all regular Board meetings by a method determined by Board resolution. Such members shall be entitled to attend regular Board meetings as observers, and may only speak at meetings upon invitation from the meeting chair. Advisory committee members shall have no vote on any matter before the Board. Notwithstanding the above, any meeting (or portion thereof) may be designated as a "Closed" or "Executive" session by the President or meeting chair. Attendance at these sessions shall be restricted to Directors and invited guests to discuss sensitive matters, including but not limited to legal, personnel, or proprietary issues. | ||
# ARTICLE 9: OFFICERS | # ARTICLE 9: OFFICERS | ||
## <u>Officers and Qualifications</u> <br />The officers of the Corporation (“Officers”) shall be a President, a Secretary, and a Treasurer. The Board shall have the power to designate additional Officers, including a Vice President and CIO, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 9.6.6. Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the President. <br />Every Officer must be a seated Director at the time of their election and must remain a Director throughout their term of office. | ## <u>Officers and Qualifications</u> <br />The officers of the Corporation (“Officers”) shall be a President, a Secretary, and a Treasurer. The Board shall have the power to designate additional Officers, including a Vice President and CIO, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 9.6.6. Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the President. <br />Every Officer must be a seated Director at the time of their election and must remain a Director throughout their term of office. Whenever possible, any person serving as the President should have previously served for at least one year as a Director. | ||
## <u>Election of Officers</u> <br />The Officers, except those appointed in accordance with Section 9.6.6, shall be elected by the Board at the annual meeting of the Corporation for a term of one year, and each shall serve at the discretion of the Board until their successor shall be elected, or their earlier resignation or removal. <br /> There shall be no limit on the number of consecutive or non-consecutive terms an Officer may serve, provided they continue to meet the eligibility requirements and are duly re-elected in accordance with these Bylaws. | ## <u>Election of Officers</u> <br />The Officers, except those appointed in accordance with Section 9.6.6, shall be elected by the Board at the annual meeting of the Corporation for a term of one year, and each shall serve at the discretion of the Board until their successor shall be elected, or their earlier resignation or removal. <br />There shall be no limit on the number of consecutive or non-consecutive terms an Officer may serve, provided they continue to meet the eligibility requirements and are duly re-elected in accordance with these Bylaws. | ||
## <u>Removal of Officers</u> <br />Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (i) by action of the Board, at any regular or special meeting of the Board, or at the annual meeting of the Corporation, or (ii) by an Officer on whom such power of removal may be conferred by the Board. If an Officer ceases to be a Director for any reason, their position as an Officer shall be deemed vacant immediately. <br />Removal of an individual from an Officer position shall not, in and of itself, constitute removal of that individual from the Board. An individual removed as an Officer shall continue to serve as a Director for the remainder of their term unless a separate action is taken to remove them in accordance with Section 7.4.2. | ## <u>Removal of Officers</u> <br />Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (i) by action of the Board, at any regular or special meeting of the Board, or at the annual meeting of the Corporation, or (ii) by an Officer on whom such power of removal may be conferred by the Board. If an Officer ceases to be a Director for any reason, their position as an Officer shall be deemed vacant immediately. <br />Removal of an individual from an Officer position shall not, in and of itself, constitute removal of that individual from the Board. An individual removed as an Officer shall continue to serve as a Director for the remainder of their term unless a separate action is taken to remove them in accordance with Section 7.4.2. | ||
## <u>Resignation of Officers</u> <br />Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the Officer is a party. <br />Unless otherwise explicitly stated in the written notice of resignation, the resignation of an individual from an Officer position shall be construed only as a resignation from that specific office and shall not constitute a resignation from the Board. The individual shall continue to serve as a Director for the remainder of their term, provided they remain otherwise qualified under these Bylaws. | ## <u>Resignation of Officers</u> <br />Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the Officer is a party. <br />Unless otherwise explicitly stated in the written notice of resignation, the resignation of an individual from an Officer position shall be construed only as a resignation from that specific office and shall not constitute a resignation from the Board. The individual shall continue to serve as a Director for the remainder of their term, provided they remain otherwise qualified under these Bylaws. | ||