Article VII

Officers

Section 1. Officers.

The Officers of the Association shall be a President, a President-Elect (during the second year of the President’s term), an Immediate Past President (during the first year of the President’s term), a Vice-President, a Secretary- Treasurer and an Executive Director. No two offices may be held by the same individual.

Section 2. Elections.

The President-Elect (in odd-numbered years), the Vice- President (in even-numbered years) and the Secretary-Treasurer (every three years) shall be elected by the Full Members from among the Member Representatives of the Full Members. Nominations for Officers to be elected by the Full Members shall be made and submitted to the Full Members by the Board of Trustees. The Officers to be elected by the Full Members for a term beginning in a particular year shall be elected by mail ballot by the Full Members in the spring of that year from the slate of nominees submitted to the Full Members by the Board of Trustees. The Executive Director shall be selected by the Board of Trustees.

Section 3. Terms.

• A. The terms of the Officers other than the Executive Director shall begin on July 1.
• B. The President-Elect shall serve for a term of one year, after which he or she shall serve as President for a term of two years and then as Immediate Past President for a term of one year.
• C. The Vice-President shall serve for a term of two years.
• D. The Secretary-Treasurer shall serve for a term of three years.
• E. The Executive Director shall serve at the pleasure of the Board of Trustees.

Section 4. Powers, Duties and Compensation.

The Officers shall exercise such powers, perform such duties and receive such compensation as shall be determined from time to time by the Board of Trustees. Any one of the President, the Vice-President, the Secretary-Treasurer or the Executive Director may enter into and execute on behalf of the Association contracts, leases, debt obligations and all other forms of agreements or instruments, whether under seal or otherwise, permitted by law, the Articles of Incorporation and these Bylaws, except where such documents are required by law to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other Officer or agent of the Association. The duties and powers of the Officers shall be as provided in these Bylaws or as provided pursuant to these Bylaws, or (except to the extent they are inconsistent with these Bylaws or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.

Section 5. Resignation.

An Officer may resign at any time by giving notice thereof in writing to the Secretary-Treasurer.

Section 6. Removal.

An Officer may be removed, with or without cause, at any time by the vote of two-thirds of the Trustees in office (excluding the Officer in question). Section 7. Vacancy. Any vacancy occurring in any office of the Association, other than a vacancy caused by the expiration of an Officer’s term, shall be filled by the President.

Section 8. The President.

The President shall be the chief executive officer of the Association and, subject to the control of the Board of Trustees, shall perform all duties customary to that office.

Section 9. The Executive Director.

The Executive Director shall be the chief operating officer of the Association and, subject to the control of the Board of Trustees, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Association in accordance with any policies and directives approved by the Board of Trustees.

Section 10. The Vice-President, the President-Elect and the Immediate Past President.

The Vice-President, the President-Elect and the Immediate Past President shall exercise such powers and perform such duties as may be determined from time to time by the Board of Trustees.

Section 11. The Secretary-Treasurer.

• A. The Secretary-Treasurer shall be responsible for keeping an accurate record of the proceedings of all meetings of the Members, the Board of Trustees and the Executive Committee, and for such other actions of the Association as the Board of Trustees shall direct. He or she shall give or cause to be given all notices in accordance with these Bylaws or as required by law and, in general, perform all duties customary to the office of secretary. The Secretary-Treasurer shall have custody of the corporate seal of the Association, and he or she shall have authority to affix the same to any instrument requiring it. The Board of Trustees may give authority to any Officer to affix the seal of the Association and to attest the affixing by his or her signature.
• B. The Secretary-Treasurer shall also perform all duties customary to the office of treasurer, shall have the custody of and be responsible for all funds and securities of the Association and shall keep full and accurate accounts of receipts and disbursements in the books of the Association. He or she shall deposit or cause to be deposited all monies or other valuable effects in the name of the Association in such depositories as shall be selected by the Board of Trustees.
• C. The Secretary-Treasurer shall disburse the funds of the Association as may be ordered by the Board of Trustees or its delegate, taking proper vouchers for such disbursements, and shall render an account of all his or her financial transactions as Secretary-Treasurer and of the financial condition of the Association to the President and the Board of Trustees at its regular meetings or when the Board of Trustees so requires.