Bylaws of Diversity, Inc.
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Article VII - Officers
Section 7.01 Officers.
The Officers of the Corporation shall consist of the President, Vice-President, Secretary and Treasurer of the Board of Directors. Additional Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers may also be elected if the Board of Directors so desire. The office of Secretary and Treasurer may also be elected if the Board of Directors so desire. One person may hold the office of Secretary and Treasurer. Gender parity will be encouraged to aid in maintaining equal representation.
Section 7.02 Election and Term.
The Officers of the Corporation shall be elected or appointed each year by the Board of Directors at its annual meeting, and Officers so selected shall serve from the date of such meeting. Each Officer shall serve for a term of two years, an officer's term is limited to two consecutive terms for one officer position, or until their successors have been elected or appointed and assumed their duties.
Section 7.03 Resignation.
Any Officer may resign at any time by delivering a written resignation to the President or Secretary. The acceptance of any such resignation, unless required by the terms therefore, shall not be necessary to make the same effective.
Section 7.04 Removal.
Any Officer may be removed at any time, with or without cause, by a majority vote of the Directors at a duly held meeting of the Board, a quorum being assembled. Any Officer whose removal is proposed shall be entitled to written notice specifying the proposed removal at least ten (10) days prior to any meeting of the Board of Directors at which such removal shall be considered. If an Officer is at any time removed from the Board of Directors s/he is automatically removed from her/his office. However, removal of an Officer from her/his office does not automatically constitute removal from the Board.
Section 7.05 Vacancies.
Any vacancy in an office may be filled for the unexpired portion of the term of the Board of Directors.
Section 7.06 Duties of the Officers.
(a) The President shall preside at all meetings of the membership and the Board of Directors of the Corporation, shall act as spokesperson for Diversity, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors.
(b) The Vice-President shall possess the powers and discharge the duties of the President in the event of the Presidentís absence or disability, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors.
(c) The Secretary shall have the general powers and duties usually vested in the office of Secretary of a corporation, shall keep minutes of all meetings of the Board of Directors and the membership, shall authenticate the records of the Corporation and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors, including the duty to:
(1) Keep Corporate records;
(2) Provide proper notices in accordance with these by-laws, and
(3) Ensure that a proper list of members is maintained.
(d) The Treasurer shall have the general powers and duties vested in the office of Treasurer of a corporation, including the responsibility for all funds and securities for the Corporation, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors, including the duty to:
(1) Oversee the financial management of the Corporation;
(2) Provide for the payment of all bills and obligations of the Corporation as directed by the Board;
(3) Keep a complete and correct account of all monies received and disbursed by the Corporation;
(4) Provide a financial statement of the Corporation to the Board at each quarterly meeting; and
(5) Submit a full financial report to the members at the annual membership meeting.
The Board may require the Treasurer to give a bond for the faithful discharge of her/his duties, the cost of which shall be borne by the Corporation.
Section 7.07 Records.
There shall be maintained at the principal office of the Corporation all financial books and records of accounts, all minutes of the meetings of the Board of Directors, the membership and Executive, Nominating and other Committees of the Corporation, the list of members and copies of all other material corporate records, books, documents and contracts. With the exception of the membership list and the identity of contributors, the foregoing records shall be made available for inspection at any reasonable time during usual business hours by any member of record or any Director of the Corporation for any lawful and proper purpose. The membership list and identity of contributors shall be kept confidential. Upon leaving office, each Officer or agent of the Corporation shall deliver to her/his successor or the President, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the Corporation as have been in the custody of such Officer or agent during her/his term of office.
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