Bylaws of Deaf Dog Connections, Advocacy, Resources & Education (D2Care)
Article IV
Officers
Section A. Designation of Officers
The Officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Membership Officer. The Officers shall be elected to the Officer positions by the Board of Directors, except for the Membership Officer who shall be selected by the Membership. The Corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such Officers with such titles as may be determined from time to time by the Board of Directors. Any Board Member shall not hold more than one office simultaneously.
Section B. Qualifications
Only Board Members shall be elected to Officer Positions.
Section C. Election and Term of Office
Officer positions shall be elected by the Board of Directors, at the July meeting, other than the Membership Officer, who is chosen by the Membership at their May meeting. Each Officer may hold the same office for a maximum of two (2) consecutive terms (each term is two (2) years), or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section D. Removal and Resignation
Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. An Officer may be removed from Office by a majority vote of seven (7) Members of the Board. The total vote may include the vote of the person being considered for removal. An Officer facing impending removal shall receive written notice, via e-mail or postal mail, one (1) week prior to the regular meeting where this will appear on the agenda and written verification of the meeting outcome will be sent via e-mail or postal mail.
Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section E. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board conducts a special meeting and fills the vacancy. A special meeting shall be called within two (2) weeks of the death, resignation, removal, disqualification, or otherwise of an Officer. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section F. Duties of President
The President shall be the Chief Executive Officer of the Corporation and shall supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by Law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the Members. Except as otherwise expressly provided by Law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may, from time to time, be authorized by the Board of Directors.
Section G. Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by Law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section H. Duties of Secretary
The Secretary shall:
Certify and submit a copy to the Principle Office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Submit to the Principle Office of the Corporation or at such other place as the Board may determine, a (electronic or paper) book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of Members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be Custodian of the records of the Corporation.
Exhibit at all reasonable times to any Director of the Corporation, or to his or her legally recognized Agent or Attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the Directors of the Corporation.
In general, perform all duties incident to the Office of Secretary and such other duties as may be required by Law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section I. Duties of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the Name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her legally recognized Agent or Attorney, on request therefore.
Render to the President and Directors, at each Board meeting, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the Office of Treasurer and such other duties as may be required by Law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section J. Duties of Membership Officer
The Membership Officer shall:
Be a member of the Membership Committee.
Act as primary liaison between the Board and the Membership.
Chair the Membership meeting.
Maintain and submit to the Principle Office of the Corporation a Membership record containing the name and address of each and any Members, and, in the case where any Membership has been terminated, he or she shall record such fact in the Membership record together with the date on which such Membership ceased.
Section K. Compensation
Officers shall serve without compensation except that a reasonable re-compensation may be paid to Officers for attending regular and special meetings of the Board unless such meeting is held electronically. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties with prior authorization. Any payments to Officers shall be approved in advance in accordance with this Corporation's Conflict of Interest policy, as set forth in Article XI of these Bylaws.