ARTICLE VI:  OFFICERS

 

A. Officers. The officers of the Board shall consist of a President, Vice-President, Secretary, and Treasurer and may include such other officers as may be deemed necessary by the Board. Only members of the Board shall be eligible to be officers. At its discretion, the Board may appoint assistant treasurers or assistant secretaries.

 

B. Election of Officers. The officers of the Board, who also act as officers of the Foundation, shall be elected by the Board.

 

C. Term of Office. The officers of the Foundation shall be elected for one year terms by the Board at the meeting of the Board held immediately after the annual meeting of the Board or as soon as possible thereafter as convenient. Each officer shall hold office until a successor is duly elected. Each officer shall remain qualified until disabled, removed, or resigned.

 

D. Resignation. Any officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.

 

E. Removal. Any officer may be removed by the Board at any regular or special meeting of the Board. Reasons for removal shall include engaging in conduct prejudicial to the best interests of the Foundation.

 

F. Vacancies. In the case of a vacancy in the position of an officer of the Foundation, the Board shall elect a successor to complete the unexpired term.

 

G. President. The President shall be the chief executive officer of the Foundation and shall in general supervise all business and affairs of the Foundation between meetings of the Board. The President shall preside at all meetings of the Board. The President shall, with the approval of the Board, appoint all special ad hoc committees and shall be an ex-officio member of all committees. The President shall make a report to the Board at the annual meeting and file such report with the Secretary.

 

H. Vice-President. The Vice-President shall assist the President on all matters associated with that office. The Vice-President shall, when necessary, perform the duties of the President and shall succeed to the Presidency in the event of evacuation of the office of the President until such time as a successor to the President shall be elected.

 

I. Treasurer. The Treasurer shall have all powers and shall perform all duties commonly incident to being chief financial officer of the Foundation. The Treasurer shall set up and review the fiscal policies of the Foundation. The Treasurer shall maintain custody of all funds of the Foundation, pay all bills approved by the Board, and keep account of all receipts and expenditures. A financial statement shall be presented to the Board by the Treasurer at each regular Board meeting. A financial statement shall be presented to the Board by the Treasurer at special meetings of the Board as needed.

 

J. Secretary. The Secretary shall have all powers and shall perform all duties commonly incident to being Secretary and all duties as the President may designate. Specifically the Secretary shall:

 

1. Attend all meetings of the Board and attend all committee meetings as needed;

 

2. Generate and distribute true minutes of the proceedings of all such meetings;

 

3. Ensure all notices are given in accordance with these bylaws;

 

4. Be custodian of the corporate documents and records.

 

K. Executive Director. The Board may decide to designate a person to serve as the Executive Director. Such a person must be nominated by the Nominating Committee and must be approved by the Board. The Executive Director shall manage the day-to-day business of the Foundation only at the will and direction of the Board. The Executive Director shall not be a member of the Board and shall not have a vote. The Executive Director shall submit a budget and shall perform all duties as may be specifically assigned to him or her by the President and the Board.

 

L. Salary of the Executive Director. The salary of the Executive Director shall be fixed by the Board.

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Bataan-Corregidor Memorial Foundation of New Mexico, Inc.