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