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the Board of Directors or committee thereof signed by the number of directors that would be <br /> required to take the same action at a meeting of the Board or committee thereof at which all <br /> directors were present. Such action shall be effective on the date on which the last signature of <br /> the required number of directors is placed on such writing or writings, or such earlier or later <br /> date as set forth therein. Counterpart signatures on a written action shall be valid and effective to <br /> the same extent as signatures on the same document. <br /> 3.14 Conduct of Meetings. Meetings of the Board of Directors shall be conducted in <br /> accordance with Roberts Rules of Order, Newly Revised. The Chair of the Board, if present, or <br /> if not present, the Vice Chair, and if not present, the President, shall preside at all meetings of the <br /> Board, and in the absence of such officers, the directors present at the meeting shall appoint any <br /> of them to act as presiding officer of the meeting. <br /> 3.15 Proxies. Proxies shall not be allowed or used by directors. <br /> SECTION 4 <br /> OFFICERS <br /> 4.1 Designation. The principal officers of the Corporation shall be the Chair of the <br /> Board, the Vice Chair of the Board, the President, the Treasurer, and the Secretary, each of <br /> whom shall be elected by the Board of Directors. The Board of Directors may appoint assistant <br /> officers and such other officers and agents as in its judgment may be necessary. Any two (2) or <br /> more offices may be held by the same person at the same time. <br /> 4.2 Election of Officers; Nominations. The officers of the Corporation shall be <br /> elected annually by the Board of Directors at a regular or special meeting. All officers shall <br /> serve for a term of one (1) year. Each officer shall continue in office until his or her successor is <br /> duly elected and qualified, subject to such officer's earlier death, resignation, removal, or <br /> disqualification. Any vacancies occurring in offices shall be filled by the Board of Directors, <br /> from time to time. The Board of Directors shall appoint such temporary or acting officers as <br /> may be necessary during the temporary absence or disability of the regular officers. <br /> 4.3 Resignation. An officer may resign at any time by giving written notice to the <br /> Corporation. The resignation is effective without acceptance when the notice is given, unless a <br /> later effective date is specified in the notice. <br /> 4.4 Removal. An officer may be removed at any time, with or without cause, by a <br /> resolution approved by the affirmative vote of the Board of Directors. <br /> 4.5 Vacancies. A vacancy in an office because of death, resignation, removal, <br /> disqualification, or other cause, shall be filled for the unexpired portion of the term by prompt <br /> action of the Board of Directors. <br /> 4.6 Chair of the Board. The Chair of the Board, when present, shall preside at all <br /> meetings of the Board of Director; shall see that all orders and resolutions of the Board of <br />