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20 <br /> Each committee shall make recommendations to the Board of Directors with respect to the <br /> matters within the jurisdiction of such committee. The Board of Directors shall consider the <br /> recommendations of the committees in managing the affairs of the Association. The committees <br /> shall have no authority to transact business on behalf of the Association or to bind the Association, <br /> which authority is vested exclusively in the Board of Directors. <br /> ARTICLE V: OFFICERS <br /> Section 5.1 General Provisions. The officers of the Association shall consist of a <br /> President,a Vice President,and a Secretary/Treasurer. In addition,the Association shall have such <br /> other officers as the Board of Directors shall deem to be desirable in connection with the <br /> administration of the affairs of the Association. Any two or more offices may be held by the same <br /> persons, except the offices of President and Secretary. <br /> Section 5.2 Appointment. All of the officers of the Association shall be appointed by,and <br /> shall serve at the pleasure of, a majority of the members of the Board of Directors. <br /> Section 5.3 President. The President shall be the chief executive officer of the <br /> Association, and shall preside at all meetings of the Members and of the Board of Directors. The <br /> President shall manage, supervise and control all of the business and affairs of the Association,and <br /> shall have all of the powers and duties which are incident to the office of the president of a <br /> corporation organized under the North Carolina Nonprofit Corporation Act. <br /> Section 5.4 Vice President. The Vice President shall perform the duties of the President <br /> whenever the President shall be absent or unable to perform such duties. If neither the President nor <br /> the Vice President shall be able to perform such duties,the Board of Directors shall appoint one of <br /> their members to act in the place of the President on an interim basis. The Vice President shall also <br /> perform such other duties as the President may delegate to him from time to time. <br /> Section 5.5 Secretary. The Secretary(a)shall attend all meetings of the Members and of <br /> the Board of Directors and shall keep the minutes thereof,(b)shall be responsible for the preparation <br /> and giving of all notices which are required to be given by the Declaration and these Bylaws, (c) <br /> shall perform the responsibilities of the Secretary under Section 4.2 of these Bylaws,(d)shall be the <br /> custodian of the books and records of the Association, (e) shall keep a register of the addresses of <br /> each Member of the Association,and(f)shall perform such other duties as are incident to the office <br /> of the secretary of a corporation organized under the North Carolina Nonprofit Corporation Act. <br /> Section 5.6 Treasurer. The Treasurer shall be charged with the management of the <br /> financial affairs of the Association, and shall keep full and accurate financial records and books of <br /> account showing all receipts and disbursements and of the Association,and shall prepare all required <br /> financial data. The Treasurer shall also perform all of the duties which are incident to the office of <br /> the treasurer of a corporation organized under the North Carolina Nonprofit Corporation Act. <br /> Section 5.7 Compensation of Officers. The officers of the Association shall be entitled to <br /> the payment of such compensation as shall be approved by two-thirds(2/3)of the total members of <br /> —8— <br />