Agenda - 12-13-2011 - 8f - Laserfiche WebLink

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14 DRAFT PFAPC By-Laws execution thereof shall be expressly delegated by the Board to some other officers or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and (c) In general perform all duties incident to the office of the President and such other duties as the Board may assign from time to time. Section 9.05 Vice-President In the absence of the President or upon the President's inability or refusal to act, the Vice-President shall perform duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions applicable to the President. The Vice-President shall also perform such other duties as the Board may assign from time to time. Section 9.06 Secretary-Treasurer The Secretary-Treasurer shall: (a) Keep the minutes of the meetings of the Board and any committees in one or more books provided for that purpose; (b) See that all notices are duly given in accordance with these By-Laws or as required by law; (c) Be custodian of the Corporation's corporate records and of the Corporation's seal; and affix the Corporation's seal to documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; (d) Keep a register of the names and post office. addresses of all Directors; (e) Have general charge of the Corporation's books and records; (f) Keep on file at all times a complete copy of the Corporation's Articles of Incorporation and By- Laws containing all amendments thereto (which copy shall always be open to the inspection of any Director), and at the Corporation's expense forward a copy of the By-Laws and of all amendments thereto to each Director; (g) Unless otherwise provided by the Board, have charge and custody of and be responsible for all funds and grants of the Corporation; (h) In general, perform all the duties incident to the offices of the Secretary and Treasurer and such other duties as the Board may assign from time to time; (i) Serve on the Finance Committee. Section 9.07 Executive Director The Board shall employ or contract for the services of the Executive Director. The Executive Director shall be solely accountable to the Board and responsible for carrying out PFAP Center's goals and objectives. The Executive Director shall have the full authority and freedom to make all necessary operational decisions and take all necessary actions except those reserved to the Board. Acting within this authority, the Executive Director shall not perform any act, allow or cause to be performed any act that is unlawful, insufficient to meet commonly accepted business and professional standards and the prudent person test, in violation of contractual standards or requirements set forth Draft 12/2 12