Article 3: Officers


Section 1

The officers of the corporation shall consist of a Chair of the Board of Trustees, a Vice Chair of the Board of Trustees, a President, a Secretary, a Treasurer, and such other officers (e.g. Vice Presidents, Assistant Secretaries, Assistant Treasurers, Controller, or Assistant Controllers) as the Board of Trustees may from time to time determine to elect.

Section 2

The officers of the corporation shall have the powers and perform the duties which usually pertain to their respective offices, with such limitations or additions as may be prescribed by the Board of Trustees.

The President shall be the principal executive officer of the corporation.

No employee of the corporation shall serve as Chair of the Board of Trustees unless the Board approves such service by a two-thirds vote of the entire Board and contemporaneously documents in writing the basis for the Board approval.

Section 3

An officer may receive such reasonable compensation as may be determined by the Board of Trustees.

Section 4

The officers shall be elected at the annual meeting and shall hold office until the end of the next annual meeting and until their successors are elected; provided, however, that the Chair of the Board of Trustees may be elected for a term not to exceed two years.  A Chair shall be eligible for reelection but consecutive service shall not exceed four years.  The Board of Trustees shall have power at any meeting to fill any vacancy for the unexpired term.

Section 5

An officer, other than the President serving ex officio and the Chair and any Vice Chair of the Board of Trustees, need not be a Trustee.