19E - CMD ANNUAL REPORT - Laserfiche WebLink

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ARTICLE VII. OFFICERS SECTION 1. NUMBER OF OFFICERS The officers of Downtown Incorporated shall be a President, a Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. Downtown Incorporated may also have, as determined by the Board of Directors, Assistant Secretaries, Assistant Treasurers, or other officers. No person shall hold more than one office, with the exception of a Board approved Secretary/Treasurer. SECTION 2. QUALIFICATION AND TERM OF OFFICE A Director must have served on the Board for a period of at least one (1) year to be eligible for election to office. Only elected Directors are qualified to hold the office of President, Vice President, Secretary and Treasurer, but any Regular Member may hold the office of Assistant Secretary or Assistant Treasurer. The President, Vice President, Secretary, and Treasurer shall be elected at the Organizational Meeting. Each such officer shall hold office until the end of the term or until removal, death or resignation. A term will be one (1) year with eligibility for reelection for a maximum of three (3) terms. The assistant officers shall be appointed by the Board as soon as practical and shall serve at the pleasure of the Board. The Board of Directors may appoint the assistant officers referred to in Article VII Section 1 of these Bylaws at any time and from time to time. All assistant officers shall hold their office at the pleasure of the Board and shall be subject to removal by the Board. SECTION 3. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, and such officer shall be removed should he or she cease to be qualified for the office as herein required. Any officer may resign at any time by written notice to the President or to the Board of Directors. Acceptance by the Board of any such resignation shall not be necessary to make it effective. SECTION 4. VACANCIES Any vacancy caused by a death, resignation, removal, disqualification, or the like, of an officer shall be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. DUTIES OF PRESIDENT The President shall be the representative of the Board of Directors. The President shall have general control and management of the affairs, property and business of Downtown Incorporated, subject to the control of the Board of Directors and the provisions of these Bylaws. The President shall preside at all meetings of members and of the Board of Directors. The President shall appoint the chair and members of all committees and shall have the power to remove any chair or committee appointment at his/her pleasure. The President shall, whenever it may be necessary in his/her opinion, prescribe the duties of officers and employees of Downtown Incorporated whose duties are not otherwise defined in these Bylaws or by the Board pursuant to the authority contained in these Bylaws. The President may, if necessary, sign and execute in the name of Downtown Incorporated, deeds, assignments, mortgages, bonds, contracts, and other instruments duly authorized by the Board of Directors. 18 19E-32