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MK Bylaws Part Five

Part Five
Officers, Powers and Duties

5.1 Officers. The officers of this corporation shall consist of a president, a vice president, a secretary, a treasurer, and such other officers with such titles, powers and duties as may be prescribed by the board of directors

5.2 Tenure. All officers shall hold office from the time of their election until the next annual election of officers or until their respective successors are elected and qualified, provided, however, any officer may be removed from office by a majority vote of the directors at any legally held meeting of the board.

5.3 Bonds and Other Requirements. The board of directors may require any officer to give bond to the corporation (with sufficient surety and conditioned for the faithful performance of the duties of his office) and to comply with such other conditions as may from time to time be required of him by the board.

5.4 Removal of Officers. If the majority of the board concurs, the board of directors may at any time, with or without cause, remove any officer or agent of the corporation and declare his office or offices vacant or, in the case of the absence or disability of any officer or for any other reason considered sufficient, the board may temporarily delegate his powers and duties to any other officer or to any director.

5.5 President. In the absence of the chairman, the president shall preside at all meetings of the members and board of directors. The president, along with other authorized officers, shall sign for and on behalf of the corporation, or in its name, all certificates of membership, deeds, mortgages, contracts and other instruments in writing, except that contracts may be signed with like effect by any other officer or employee of the corporation specified in these by-laws or designated by the board of directors. While actively engaged in conducting the business of the corporation, he shall be charged with all the duties and have all the authority customarily performed and exercised by the chief executive of a corporation organized under the laws of North Carolina, and shall perform such other duties as may be prescribed by the board.

5.6 President Elect. The board of directors may elect a "president elect" who shall be designated to succeed the president after the expiration of his term, when the board of directors deems it advisable, for purposes of continuity, to name the next succeeding president. When a president elect is elected, his duties will be to familiarize himself with the duties of the president and to prepare a written report of his observations of the previous year and his recommendations as to objectives, standards, amendments, changes, or other action that he proposes to take upon the beginning of his tenure as president.

5.7 Vice President. The vice president shall have and may exercise such powers and shall perform such duties as may be delegated to him/her by the board of directors or the president of the corporation. The vice president shall, in the event of the death, absence, or other disability of the president, perform all the duties and exercise all the authority of the president.

5.8 Secretary. It shall be the duty of the secretary to record and keep the minutes of all meetings of the members, the board of directors, and the executive committee of the board of directors. At the discretion of the board, he shall give bond made by a duly authorized surety company in such sum as may be required of him by the board, conditioned for the proper accounting of all moneys and property coming into his hands by virtue of this office. The premium on such bond shall be paid by the corporation. He shall fill in and countersign all certificates of membership, and keep the membership records of the corporation so as to show the members and the type of membership. He shall keep the seal of the corporation and affix and attest the same upon any instrument executed by the corporation requiring a seal, except as otherwise ordered by the board of directors. At the expiration of his term, from whatever cause, he shall surrender all books, moneys, papers and property of the corporation to his successor.

5.9 Treasurer. The treasurer shall be the custodian of all moneys belonging to the corporation and shall hold all funds of the corporation subject to the order of the board of directors or persons thereunto authorized by the board of directors. He shall deposit the funds of the corporation with such bank or banks as the board of directors may approve and designate. At each annual meeting of the members, and at each annual meeting of the directors, and whenever called upon at any other directors' meeting, he shall make a complete and correct report of his accounts and disclose the true financial condition of the corporation. He shall submit his books and accounts for audit when so requested by the board of directors. At the discretion of the board, he shall give bond, made by a duly authorized surety company, in such sum as may be required of him by the board, conditioned for the proper accounting of all moneys and property coming into his hands by virtue of his office. The premium on such bond shall be paid by the corporation. At the expiration of his term of office, from whatever cause, he shall deliver up all books, papers and moneys of the corporation to his successor.

5.10 Other Officers. If an assistant secretary be elected by the board of directors, he shall have and may exercise the same powers and perform the same duties as the secretary; and if an assistant treasurer be elected by the board, he shall have and may exercise the same powers and perform the same duties as the treasurer. Such assistant secretary, assistant treasurer, and any and all other officers elected by the board, shall have and may exercise such powers and perform such duties as may be assigned to them by the board.

5.11 Compensation for Non-Profit Corporate Officers. The officers shall not receive any salary or compensation for services rendered to the corporation, unless there is approval of the compensation by both the attorney and the CPA (or equivalent) of the corporation, certifying in writing that the compensation is reasonable and compatible with the restrictions imposed upon a non-profit, charitable, tax-exempt corporation, and unless there is also approval of the compensation by a majority of the board of directors in attendance at a duly held meeting, with a person seeking compensation abstaining from voting on the matter.

5.12 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

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