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12 <br />January 27, 2011 draft <br />10.4. Resi ation. Any officer may resign at any time by giving written notice to the Board of <br />Directors or to the Chairperson or the Secretary of the Association. Any such resignation shall take <br />effect upon its being accepted by the Board of Directors. <br />10.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification <br />or otherwise, may be filled by the Board of Directors, by a majority vote for the unexpired portion of the <br />term. <br />10.6. Chairperson. The Chairperson shall preside at all meetings of the Board of Directors. The <br />Chairperson shall enforce these By-laws and perform all duties incident to the office and which are <br />required by law, and generally shall supervise and control the. day-to-day business and affairs of the <br />Corporation. The Chairperson shall perform whatever additional duties and have whatever additional <br />powers the Board of Directors may from time to time assign. <br />10.7. Vice Chairperson. During the absence or incapacity of the Chairperson, the Vice <br />Chairperson shall perform the duties of the Chairperson and when so acting shall have all the powers <br />and be subject to all the responsibilities of the office of the Chairperson and shall perform such duties <br />and functions as the Board of Directors may prescribe. <br />10.8. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all <br />Directors meetings and shall give all notices required by law and by these Bylaws. The Secretary shall <br />have general charge of the corporate books and records, and of the corporate seal, and shall affix the <br />corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge <br />of the books of the Association. and .shall keep at the registered or principle office of the Association a <br />record of Directors signatures, and, in general, shall perform all duties incident to the office of Secretary <br />and such other duties as may be assigned the Secretary from time to time by the Chairperson or the <br />Board of Directors. <br />10.9. Treasurer.. The Treasurer shall have custody of all funds and securities belonging to the <br />Association and shall receive, deposit, or disburse the same under the direction of the Board of <br />Directors. The Treasurer shall keep full and accurate accounts of the finances of the Association in <br />books especially provided for that purpose; and shall cause a true statement of its assets and liabilities as <br />of the close of each fiscal year and of the results of the operations and of changes in surplus for each <br />fiscal year, all in reasonable detail,.. to be made and filed at the registered or principle office of the <br />Association within four months after the end of such fiscal year. The statement so filed shall be kept <br />available for inspection by any. Director for a period of ten years; and the Treasurer shall mail or <br />otherwise deliver a copy. of the' latest such statement to 'any Member upon such Member's written <br />request therefore. The Treasurer, in general, shall perform all duties incident to the office of treasurer <br />and such other duties as may be assigned to the Treasurer from time to time by the Chairperson or by the <br />Board of Directors. <br />10.10. Executive Director. The Board of Directors may employ or contract for the services of an <br />Executive Director. The Executive Director shall perform those administrative duties assigned to the <br />Executive Director by the Board of Directors in a resolution appointing the Executive Director or in <br />such other resolutions as the Board of Directors may adopt. <br />{aoo~6s7s. roc}{aoo~6878. roc}{9 <br />