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uE \ ?v'~ PAGE 2 <br />Section 11. Compensation of Directors. Directors shall not receive any <br />compensation for their services as such; provided, however, that nothing herein <br />contained shall be construed to preclude any person who is a director from also <br />serving the corporation in another capacity and receiving compensation therefor. <br />Section 12. Executive Committee. The Board of Directors, by resolution <br />adopted by a majority of the directors in office, may designate and appoint an <br />Executive Committee which shall consist of five (5) directors subject in all respects <br />to the authority and discretion of the Board of Directors; and between its meetings <br />the Executive Committee shall have and exercise the power an authority of the <br />Board of Directors in the management of the corporation. <br />Section 13. Other Committees. Other committees not having or <br />exercising the authority of the Board of Directors in the management of the <br />corporation may be designated by resolution adopted by a majority of the directors <br />present at a meeting at which a quorum is present. Persons may be designated <br />as committee members who are not members of the corporation's Board of <br />Directors. <br />Section 14. Officers of the Board. The officers of the Board of Directors <br />shall consist of a chairman, a chairman-elect, and a vice-chairman, each of whom <br />must be a member of the Board of Directors. The Board may also select a <br />secretary to the Board who may but does not have to be a member of the Board <br />and shall serve at the will of the Board in this capacity. The term of each office <br />shall be for two (2) years beginning with the conclusion of the annual meeting of <br />the Board with the July 1998 meeting. Each officer will hold office until a <br />successor is elected and qualified. The chairman-elect shall assume the office of <br />chairman at the conclusion of the annual meeting following the term as chairman- <br />elect. A chairman-elect and a vice-chairman shall be elected by the Board of <br />Directors biannually at its annual meeting. If the office of chairman becomes <br />vacant for any reason, the chairman-elect shall become chairman for the <br />unexpired term and the next term. If the office of chairman-elect becomes vacant <br />because he or she must assume the chairmanship, then the vice-chairman shall <br />become the chairman-elect for the unexpired term and at the end of the unexpired <br />term to which the vice-chairman ascended the office will become vacant and an <br />election shall be held by the Board of Directors; if the office of chairman-elect <br />becomes vacant for any other reason, the vice-chairman shall become chairman <br />elect for the unexpired term following which said officer shall assume the <br />chairmanship as if elected chairman-elect. If the office of vice-chairman becomes <br />vacant for any reason or if the office of chairman or chairman-elect becomes <br />vacant without an available successor under these provisions, then the office shall <br />be filled by election by the Board of Directors. If the chairman is absent or unable <br />to preside at any meeting of the Board of Directors, the chairman-elect shall <br />preside, or if the chairman-elect is unavailable, then the vice-chairman shall <br />preside. If none are available, then the Board of Directors shall elect a member to <br />preside. <br />4 <br />