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SECTION 10. OFFICE OF EXECUTIVE DIRECTOR <br />Downtown Incorporated may employ an Executive Director to perform such duties as determined by <br />the President and the voting majority of the Board of Directors. The Executive Director shall be <br />accountable to the Board of Directors. The Executive Director, acting as the chief operating officer <br />shall manage the day-to-day operations of Downtown Incorporated and be responsible for the <br />administration and supervision of its offices, subject to the direction of the President, or Vice <br />President in the absence or unavailability of the President. <br />SECTION 11. COMPENSATION <br />The only officer who shall receive a salary shall be the Executive Director. The salary of the Executive <br />Director shall be fixed from time to time by resolution of the Board of Directors. Officers may receive <br />expense payments pursuant to Article V Section 7 of these Bylaws. <br />ARTICLE VIII. COMMITTEES <br />SECTION 1. EXECUTIVE COMMITTEE <br />There is hereby created an Executive Committee, which shall consist of the officers of Downtown <br />Incorporated. The Executive Committee, in cases of emergency, may exercise any of the powers <br />and authority of the Board in the management of the business and affairs of Downtown Incorporated, <br />except with respect to: <br />(a) The approval of any action which, under law or the provisions of these Bylaws, requires the <br />approval of the majority of all of the Directors. <br />(b) The filling of vacancies on the Board or on any committee which has the authority of the Board. <br />(c) The amendment or repeal of Bylaws or the adoption of new Bylaws. <br />(d) The amendment or repeal or any resolution of the Board. <br />(e) The approval of any transaction to which Downtown Incorporated is a party and in which one <br />or more of the Directors has a material financial interest. <br />An emergency is defined as any business which requires action prior to the next regularly scheduled <br />meeting of the Board of Directors. <br />By a majority vote of the Board, the Board may, at any time, revoke or modify any or all of the <br />authority so delegated. The Executive Committee shall keep regular minutes of its proceedings, <br />cause them to be filed with the corporate records, and report the same to the Board from time to time <br />as required. <br />21 <br />19D-33