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ARTICLE VII

OFFICERS

Section 7.01     Positions.  The officers of The College shall consist of a President, President-Elect, First Vice President, Second Vice President, Secretary-General, Treasurer and Archivist-Historian.  The College may also have, at the Board of Regents’ discretion, one or more Assistant Secretaries-General, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with Section 7.03, below.  Any number of offices may be held by the same person, except that the President shall not serve concurrently as the Secretary-General

Section 7.02    Election of Officers; Terms; Removal.

    1. The President, President-Elect, First Vice President, Second Vice President, Secretary-General, Treasurer, Archivist-Historian and any Assistant Secretaries-General and Assistant Treasurers, shall be elected by the members entitled to vote in person or by proxy at the Annual Business Meeting of the membership.  Nomination of individuals eligible to serve as officers under these Bylaws shall be in accordance with the procedures established and from time to time by the Committee on Nominations.
    2. Except as otherwise provided in this subsection 7.02(b), said officers shall hold office for a term of one year or until their duly elected successors are elected, and no individual may serve more than one term in an office to which he or she is elected.  The term of each officer shall begin immediately upon the conclusion of the Board of Regents meeting following the Annual Business Meeting of the membership at which he or she is elected.  The Secretary-General and Treasurer shall each hold office for a term of three years, but may be re-elected to a second consecutive three year term.  The term of the Archivist-Historian shall be three years, without regard to any limitation of subsequent terms.  In the event of the death or disability of the President, the President-Elect shall succeed to the office of President for the remainder of the incomplete term and shall be permitted to serve his or her full one year term as President as if succession had not occurred.
    3. Officers may be removed from office in the manner and method and for the reasons set forth in Section 5.04, above, pertaining to the removal of members of the Board of Regents.

Section 7.03     Compensation.  Officers of The College shall not be compensated for the services to it in such capacity.  Officers may be reimbursed for expenses incurred on behalf of The College in accordance with the written policies of the Corporation.  Officers may have contracts with The College, and be compensated for work performed in capacities other than in their capacity as an officer, provided, however, such contracts are entered into consistent with these Bylaws.

Section 7.04    Resignation; Vacancies in Office.

    1. Any officer may resign at any time with written notice of such resignation to the Secretary-General of The College.  Unless specified otherwise in such written notice, such resignation shall take effect upon receipt thereof by the designated officer.  Acceptance of such resignation shall not be necessary to make it effective.
    2. A vacancy occurring in any office because of death, resignation, removal, inability to act, disqualification or otherwise shall be filled, for the unexpired portion of the term of such office, by vote of the Board of Regents at its next meeting.

Section 7.05   Responsibilities of Officers.

    1. President.  The President shall be the chairperson of the Board of Regents and the Executive Committee of The College.  The President shall also be the chairperson of the Annual Business Meeting of the membership.  The President is expected to attend all meetings of the Board and any committee meeting thereof as needed, ensure all orders and resolutions of the Board are carried into effect, and in general perform all the duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Regents.  In furtherance, but not in limitation, of the duties and responsibilities hereinbefore described, the President, President-Elect, First or Second Vice President and such officer or officers as may be authorized by the Board may sign and execute any deeds, mortgages, bonds, contracts or other instruments that the Board of Regents has authorized to be executed or has delegated to an authorized person the discretion to execute on behalf of The College, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of The College or shall be required by law to be otherwise signed or executed.
    2. President-Elect.  The President-Elect shall automatically assume the office of President upon the expiration of the President’s term or at such time as the office of President becomes vacant.  The President-Elect shall carry out such duties and responsibilities as may be assigned to him by the President or the Board of Regents, or as otherwise provided in these Bylaws.
    3. First Vice President.  The First Vice President shall assist the President and the Board of Regents in matters from time to time assigned to him or her.  In the absence of the President and President-Elect, the First Vice President shall assume the office of President at such time as that office becomes vacant and until a successor is elected or appointed by the Board of Regents.
    4. Second Vice President.  The Second Vice President shall assist the President and the Board of Regents in matters from time to time assigned to him or her.  In the absence of the President, President-Elect, and the First Vice President, the Second Vice President shall assume the office of President at such time as that office becomes vacant and until a successor is elected or appointed by the Board of Regents.
    5. Secretary-General.  The Secretary-General shall be responsible for the keeping in a secure place and in a permanent manner of all the minutes of meetings of the Board of Regents, minutes of Executive Committee and other committee meetings, and other records and documents concerning the actions and decisions of The College.  The Secretary-General shall perform all other duties required by these Bylaws or incident by law to the office of Secretary-General, and exercise such authority as from time to time may be delegated or assigned to him or her by the Board of Regents.  In the absence of the President, President-Elect, and the First and Second Vice Presidents, the Secretary-General shall assume the office of the President at such time as that office becomes vacant and until a successor is elected or appointed by the Board of Regents.
    6. Treasurer.  The Treasurer shall have supervision over and be responsible for the funds, deposits, securities, receipts and disbursements of The College, and receive and give receipts for moneys due and payable to The College from any source(s), and cause the moneys and other valuable financial certificates of The College to be deposited to the credit of The College in such banks or other depositories as may be designated by the Board of Regents.  The Treasurer shall cause the funds of The College to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Regents.  The books of account of all the financial business and transactions of The College shall be kept under the supervision of the Treasurer.
    7. Archivist-Historian.   The Archivist-Historian shall collect, maintain and preserve such information, data and records as from time to time determined by the Board of Regents to have continuing significance.  The Archivist-Historian, with assistance from the Secretary-General, shall maintain a seniority list of Members, Fellows, Founding Fellows and Charter Fellows, adding new appointees to these classes of membership each year in sequence.  Annually, the Archivist-Historian shall present to the Board of Regents a summary of the preceding year’s events and accomplishments.
    8. Fidelity Bonds.  Following action by the Board of Regents, any or all of the officers of The College may be bonded or his or her actions insured by an appropriate policy of insurance. The College shall pay the costs of such bond or insurance.

 

  INDEX
I NAME
II OFFICES
III PURPOSES, LIMITATIONS AND PROHIBITIONS
IV MEMBERS
V BOARD OF REGENTS
VI COMMITTEES
VII OFFICERS
VIII INDEMNIFICATION AND INSURANCE
IX RECORDS
X EXECUTIVE DIRECTOR
XI CONSTRUCTION AND DEFINITIONS
XII FISCAL YEAR
XIII AMENDMENT OF THE ARTICLES OF INCORPORATION AND THE BYLAWS
XIV NONDISCRIMINATION
XV CORPORATE SEAL
XVI EFFECTIVE DATE

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