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Bylaws

Complete Story
 

04/14/2011

Article X - DUTIES OF OFFICERS

Section 1. President.

  1. The President shall be the chief elected officer of the Association, shall have general and active management responsibility of the business of the Association, and shall see that all orders and Resolutions of the Board of Directors are carried into effect. The President may delegate certain duties to other officers, from time to time, as necessary to manage the business of the Association, which duties are not inconsistent with this ARTICLE.
  2. Pursuant to ARTICLE VII, Section 5 (f), the President shall appoint a Nominating Committee for the Nomination of elected officers of the Association.
  3. The President of the Association shall be an ex officio member of the Board of Directors.
  4. The immediate past President of the Association shall be an ex officio member of the Board of Directors to serve until his successor qualifies, provided, however, that:
    1. such person served a full-term as President immediately prior to the annual election of directors and certain officers, or if he served less than a full-term by reason of filling a vacancy in the office of President, he served as First Vice President immediately prior to filling such vacancy;
    2. such person is an active employee or officer of a Distributor Member; and
    3. if such person either dies or resigns, the Board of Directors may fill his vacancy with the next most immediate past President, who meets the qualifications specified above, by a majority vote of the Board.

Section 2. First Vice President.

  1. The First Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.
  2. He shall perform such duties and have such powers as the President or the Board of Directors may from time to time prescribe.
  3. The First Vice President of the Association shall be an ex officio member of the Board of Directors.

Section 3. Second Vice President.

  1. The Second Vice President shall be responsible for supervising the financial affairs of the Association and shall approve all disbursements.
  2. The Second Vice President shall serve as the Treasurer of the Association for all purposes set forth under the laws of the Commonwealth of Pennsylvania.
  3. He shall perform such duties and have such powers as the President or the Board of Directors may from time to time prescribe.
  4. He may delegate certain duties to the Executive Vice President and Consulting Director, which duties are not inconsistent with Section 4 of the ARTICLE.
  5. The Second Vice President of the Association shall be an ex officio member of the Board of Directors.

Section 4. Executive Vice President and Consulting Director.

  1. The Executive Vice President and the Consulting Director, or if there be more than one, the Consulting Directors, shall perform such duties and have such powers as shall be specified, from time to time, by Resolution of the Board of Directors, which for the appropriate officer hereunder, or such other officer or assistant officers as the Board of Directors may designate, may include, but not be limited to, attending all meetings of the Board of Directors and all meetings of the Members, recording all the proceedings of such meetings in a book to be kept for that purpose, keeping in safe custody the seal of the Association and, when authorized by the Board of Directors, affixing the same to any instrument requiring it and, when so affixed, attesting the same by his signature.
  2. The powers and duties of the appropriate officer hereunder, or such other officer or assistant officer as the Board of Directors may designate, by Resolution of the Board, may also include, but not be limited to, having custody of the Association funds and securities donated to the Association, keeping full and accurate accounts of receipts and disbursements in books belonging to the Association, depositing all monies and other valuable effects in the name and to the credit to the Association in such depositories as may be designated by the Board of Directors, disbursing the funds to the Association subject to the approval of the Second Vice President and as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and rendering to the President and the Board of Directors an account of all such transactions of the financial condition of the Association when so requested by the Board.
  3. The Executive Vice President shall serve as the Secretary of the Association for all purposes set forth under the laws of the Commonwealth of Pennsylvania.
  4. The Executive Vice President shall be appointed by the Board of Directors and shall serve at the pleasure of the Board.

Section 5. Other Officers/Assistant and Subordinate Officers. The Board of Directors may appoint such other officers and assistant and subordinate officers as it may deem desirable. Each such officer shall exercise such powers and perform such duties as shall be prescribed from time to time by the Board of Directors. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 6. Duties of Officers May be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any Director.


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