Section 5: Officers
5 Officers
5.1 Number and Title of Officers.
The Officers of the corporation shall be a Chief Executive Officer who shall be designated the President of the Board, a Vice President of the Board, a Secretary of the Board, and a Chief Financial Officer who shall be designated Treasurer of the Board. The Secretary shall be empowered to appoint and dismiss Directors persons to the position of Assistant Secretary and the Treasurer shall be empowered to appoint and dismiss Directors persons to the position of Assistant Treasurer, but such appointment shall not constitute elevation to the status of Officer or Director for the purpose of these Bylaws, or for the Articles of Incorporation, or for provisions of law, except when such Assistants are acting as their appointing Officer’s proxy. No individual may hold more than one position as an Officer of the corporation, except that the positions of Secretary and Treasurer may be held by the same person, and persons may be Assistant Secretary and/or Assistant Treasurer while holding any other Offices except President or Vice President.
5.2 Qualifications for Officers.
All Officers must be Directors and must meet the qualifications for Directors set forth in Section 3.2. Assistant Secretaries or Treasurers need not be Directors.
5.3 Term of Office.
Each Officer, Assistant Secretary, or Assistant Treasurer shall hold office until the expiration of his or her term of office, or until his/her successor takes office, except as otherwise provided in these Bylaws. All terms shall expire on 1 January of each year.
[Through 1994, officers’ terms were for the length of their term as a director, which was three years. As part of the staggered-terms scheme adopted as part of Resolution 1994-6 on October 29, 1994, officers’ terms were shortened to one year and elections for officers must be held each year between the final regular meeting and the end of the year.]
[Sections 5.1-5.3 revised by Resolution 2009-03, 3-28-2009, allowing non-directors to be Assistant Officers and establishing the term of Assistant Officers.]
5.4 Election of Officers.
During or after a meeting at which regular elections for the Board of Directors are held, but before the first day of the following year, the President of the Board must designate a time and place within the San Francisco Bay Area as defined in Section 3.5 for reelected Directors and Directors-Elect to elect, from among the reelected Directors and Directors-Elect, Officers to take office on the first day of the following year. Each of the offices of President, Vice President, Secretary, and Treasurer shall be voted upon individually by written preferential ballot, with each reelected Director and Director-Elect casting no more than one vote. For the election of Officers to take place, a number of reelected Directors and Directors-Elect equal to a quorum as defined in these Bylaws must be present. If there is only one candidate for an office, a written preferential ballot is not necessary, and the Board may elect the candidate to the position by unanimous consent. If there is only one nominee for each office, the Board may elect the entire slate of candidates simultaneously by unanimous consent.
5.5 Removal and Resignation.
Any Officer may be removed, either with or without cause, by a two-thirds (2/3) vote of the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the corporation.
[Vote needed to remove officer changed from 8 votes to a 2/3 vote by Resolution 1991-28, 10-5-91.]
5.6 Vacancy in the Office of President.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of the President shall be filled by election, by written preferential ballot, by the Board of Directors at the next regular meeting of the Board. Until such a meeting, the Vice President shall become Acting President, with all the powers and responsibilities of the President. The Acting President shall name an Acting Vice President from the remaining Directors. The Acting Vice President shall have all the powers and responsibilities of the Vice President, including succession to the Acting Presidency in the event of the death, resignation, removal, disqualification of the Acting President. If, at the next regular meeting, the Acting President is not elected President, he or she shall return to the position he or she held before the vacancy in the Presidency came into existence. Any remaining vacancies among the Officers shall be filled by election by preferential ballot at that meeting. If there is only one candidate for an office, a written preferential ballot is not necessary, and the Board may elect the candidate to the position by unanimous consent.
5.7 Vacancy in the Office of Vice President.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of the Vice President shall be filled by election, by written preferential ballot, by the Board of Directors at the next regular meeting of the Board. If there is only one candidate for the office, a written preferential ballot is not necessary, and the Board may elect the candidate to the position by unanimous consent. Until such a meeting, the President shall name an Acting Vice President from the remaining Directors. The Acting Vice President shall have all the powers and responsibilities of the Vice President, including succession to the Acting Presidency in the event of the death, resignation, removal, or disqualification of the President or Acting President.
5.8 Vacancy in the Office of Secretary or Treasurer.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of the Secretary or Treasurer shall be filled by election, by written preferential ballot, by the Board of Directors at the next regular meeting of the Board. If there is only one candidate for an office, a written preferential ballot is not necessary, and the Board may elect the candidate to the position by unanimous consent. Until such a meeting, the President shall name an Acting Secretary or Acting Treasurer from the remaining Directors. The Acting Secretary or Acting Treasurer shall have all the powers and responsibilities of the Secretary or Treasurer. Under no circumstances, except being the sole remaining Director, may the Secretary, Treasurer, Acting Secretary or Acting Treasurer serve as President, Acting President, Vice President, or Acting Vice President without first relinquishing the office of Secretary, Treasurer, Acting Secretary, or Acting Treasurer.
5.9 Duties of the President.
The President shall:
5.9.1 Be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the Officers;
5.9.2 In general, perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors;
5.9.3 Preside over all meetings of the Board of Directors, or designate a Director to do so;
5.9.4 Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors, or shall designate in writing an individual to do so in specific instances.
5.10 Duties of the Vice President
The Vice President shall:
5.10.1 In the absence of the President, or in the event of his or her inability or refusal to act, perform all duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President;
5.10.2 Be ex officio a member of all committees of the Board of Directors.
5.10.3 In general, perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
5.11 Duties of the Secretary.
The Secretary shall:
5.11.1 Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date;
5.11.2 Keep at the principal office of the corporation, or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
5.11.3 See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
5.11.4 Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws;
5.11.5 Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the Articles of Incorporation, and the minutes of the proceedings of the Directors of the corporation;
5.11.6 In general, perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
5.12 Duties of the Treasurer.
Subject to the provisions of these Bylaws relating to the execution of instruments, deposits, and funds, the Treasurer shall:
5.12.1 Have charge and custody of and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
5.12.2 Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever;
5.12.3 Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements;
5.12.4 Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
5.12.5 Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefor;
5.12.6 Render to the President and the Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation;
5.12.7 Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
5.12.8 In general, perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
5.13 Compensation of Officers.
The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation, provided, however, that such compensation paid a Director for serving as an Officer of this corporation shall only be allowed if permitted under the provisions of Section 3.10 of these Bylaws. In all cases, any salaries received by Officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.
