The officers of the corporation are the President, the Vice President, the Secretary, the Treasurer, and/or the Chairman of the Board.
The President is the chief executive officer, general manager of the corporation and usually Chairman of the Board. The President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation and of its officers, employees and agents, including the right to employ, discharge and prescribe the duties and compensation of all officers, employees and agents of the corporation, except where such matters are prescribed in the bylaws or by the Board of Directors. The President shall preside at all meetings of the members and of the Board of Directors, unless there is a Chairman of the Board. The President is authorized to sign all contracts, notes, conveyances and other papers, documents and instruments in writing in the name of the corporation.
The Vice President shall perform under the direction of the President, duties and responsibilities in the management of the corporation or in one or more particular areas of its management. In the event of the disability of the President, the duties of the President shall be exercised by the Vice President.
The Secretary shall keep or cause to be kept the minute book of the corporation as prescribed by Section 700 of the bylaws. The Secretary shall sign in the name of the corporation, either alone or with one or more other officers, all documents authorized or required to be signed by the Secretary. If the corporation has a corporate seal, the Secretary shall keep the seal and shall affix the seal to membership certificates, if issued, and to other documents as appropriate or desired. The Board of Directors may by resolution authorize one or more assistant secretaries to perform, under the direction of the Secretary, some or all the duties of the Secretary.
The Treasurer is the chief financial officer of the corporation, and, where appropriate, may be designated by the alternate title "Chief Financial Officer". The Treasurer is responsible for the receipt, maintenance and disbursement of all funds of the corporation and for the safekeeping of all securities of the corporation. The Treasurer shall keep or cause to be kept books and records of account and records of all properties of the corporation. The Treasurer shall prepare or cause to be prepared annually, or more often if so directed by the Board of Directors or President, financial statements of the corporation. The Board of Directors may by resolution authorize one or more assistant treasurers to perform, under the direction of the Treasurer, some or all the duties of the Treasurer.
The Chairman of the Board shall preside at all meetings of the Board of Directors.
Appointment and removal of officers
The officers provided for in paragraph (a) of Section 300 of the bylaws shall be appointed by the Board of Directors. Other officers shall be appointed as prescribed in the resolution of the Board of Directors establishing the office.
Any officer appointed by the Board of Directors may be removed from office at any time by the Board of Directors, with or without cause or prior notice. Any officer not appointed by the Board of Directors and not elected by the members may be removed from office at any time by the officer by whom appointed or by the Board of Directors, with or with out cause or prior notice. Officers elected by the members may be removed only under the provisions of section 203 of the bylaws relating to removal of Directors.
When authorized by the Board of Directors, any appointed officer may be appointed for a specific term under a contract of employment. Notwithstanding that such officer is appointed for a specific term or under a contract of employment, any such officer may be removed from office at any time pursuant to paragraph (b) and shall have no claim against the corporation on account of such removal other than for such monetary compensation as the officer may be entitled to under the terms of the contract of employment.
Any officer may resign at any time upon the written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation is effective upon receipt of the written notice by the corporation unless the notice prescribes a later effective date or unless the notice prescribes a condition to the effectiveness of the resignation.
Execution of instrument
Any and all instruments executed in the name of the corporation, including, but not limited to, contracts, agreements, purchase orders, notes, deeds, deeds of trusts, mortgages, leases, security agreements, checks and drafts issued, endorsements or checks and drafts received, certificates, applications and reports, shall be executed by any one or more officers, employees and agents of the corporation as authorized from time to time by the Board of Directors. Such authorization may be general or confined to specific instances.
The respective officers and duties thereof as established and defined in Section 300 of the bylaws and by resolution of the Board of Directors include, except as otherwise provided, the authority to execute instruments in the name of the corporation when the execution of the instrument is incident to carrying out the duties of the office.
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