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ARTICLE 4. OFFICERS
Section
4.1. Number. The officers of the association shall be a President, one or more
Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board.
Such other officers and assistant officers as may be deemed necessary may be elected or
appointed by the board. Any two or more offices may be held by the same person, except the
offices of President and Secretary; and if all the issued and outstanding membership
shares of the association is owned of record by one person, such person may hold all or
any combination of offices.
Section
4.2. Election and term of office. The officers of the association
shall be elected annually by the Board at the Board meeting held after the annual meeting
of the members. If the election of officers is not held at such meeting, such election
shall be held as soon thereafter as a Board meeting conveniently may be held. Each officer
shall hold office until the next annual meeting and until his successor shall have been
elected and qualified unless he resigns or is removed.
Section 4.3. Removal.
Any officer or agent elected or appointed by the Board may be removed by the Board
whenever in its judgment the best interests of the association would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 4.4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or
otherwise, may be filled by the Board for the unexpired portion of the term.
Section 4.5. President.
The President shall be the principal executive officer of the association and, subject to
the Board's control, shall supervise and control all of the business and affairs of the
association. When present, he shall preside over all members' meetings and over all Board
meetings. With the Secretary or other officer of the association authorized by the Board,
he may sign certificates for shares of the association, deeds, mortgages, bonds,
contracts, or other instruments that the Board has authorized to be executed, except when
the signing and execution thereof has been expressly delegated by the Board or by these
Bylaws to some other officer or agent of the association or is required by law to be
otherwise signed or executed by some other officer or in some other manner. In general, he
shall perform all duties incident to the office of President and such other duties as may
be prescribed by the board from time to time.
Section 4.6. Vice President. In the absence of the President or
in the event of his death, inability, or refusal to act, the Vice President (or in the
event of more than one Vice President, the Vice President who was first elected to such
office) shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the President or
by the Board.
Section
4.7. Secretary. The Secretary shall: (a) keep the minutes of members' and Board
meetings in one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records of the association; (d) keep a register of the post
office address of each member as furnished to the Secretary by each member; (e) sign with
the President, or a Vice President, certificates for shares of the association, the
issuance of which has been authorized by resolution of the Board; (f) have general charge
of the membership books of the association; and (g) in general, perform all duties
incident to the office of Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board.
Section 4.8. Treasurer. If required by the Board, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the board shall determine. He shall have charge and custody of
and be responsible for all funds and securities of the association; receive and give
receipts for moneys due and payable to the association from any source whatsoever, and
deposit all such moneys in the name of the association in such banks, trust companies or
other depositories as shall be selected in accordance with the provision of these Bylaws,
and in general, perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by the Board.
Section 4.9. Salaries. The salaries of the
officers shall be fixed from time to time by the Board, and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director of the
association.
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