ARTICLE V OFFICERS
The officers of the Corporation may be a President, Vice Presidents, Treasurer, Secretary and Assistant Secretary, and such other officers as the Board of Directors may designate. The Corporation shall have a Secretary. All officers shall be elected at the annual meeting for terms of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualify. Any two or more offices may be held by the same person, except the offices of President and Secretary.
5.02 The President.
The President shall preside at all meetings of the Board of Directors, shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
5.03 Vice President.
During the absence or disability of the President, the Vice President shall exercise all the functions of the President. The Vice President shall have such powers and discharge such duties as may be assigned to the Vice President from time to time by the Board of Directors.
5.04 Secretary and Assistant Secretary.
The Secretary, or his / her designee, shall issue notices for all meetings, except for notices of special meetings of the Board of Directors which are called by the requisite number of directors, such directors being charged with giving proper notice, shall keep minutes of all meetings, shall have charge of the corporate books, shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary of the Board of Directors and shall maintain all committee reports.
The Treasurer, or his / her designee, shall have the custody of all monies and securities of the Corporation and shall keep financial records. The Treasurer, or his / her designee, shall disburse the funds of the Corporation in payment of the just demands against the Corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Treasurer shall provide a monthly report of the financial condition of the Corporation to the Board of Directors.
If any officer of the Corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any person it may select.
Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board of Directors.
5.08 Other Officers.
The Board of Directors may appoint or retain such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
No loan shall be made by the Corporation to any officer.
5.10 Term — Removal.
The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
The Board of Directors may, by resolution, require any and all of the officers to provide bonds to the Corporation, with surety or sureties acceptable to the Board of Directors, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
The officers of the Corporation shall receive no salary. However, officers shall be reimbursed for reasonable expenses actually incurred in the performance of their duties. The President may recommend to the Board of Directors the salary of the Executive Director, if any, and the Executive Director shall recommend salaries for other employees, if any, and the Board of Directors shall approve or amend any such recommendations.
Any payments made to a director, officer, or other employee of the Corporation for compensation, salary, bonus, interest, rent, or expense incurred by the party which shall be determined to be unreasonable in whole or in part by the Internal Revenue Service pursuant to §4941(d)(2)(E) of the Internal Revenue Code of 1986, as amended, shall be reimbursed by such director, officer, or employee to the Corporation to the full extent of such determination of unreasonableness. It shall be the duty of the Board of Directors to enforce repayment of each such amount. In lieu of repayment by the director, officer, or employee, subject to the determination of the Board of Directors, amounts may be withheld from future compensation or expense reimbursement payments of the director, officer, or employee, to the extent permitted by law, until the amount owed to the Corporation shall have been recovered.