5.9. SR 06-07-2004 - Laserfiche WebLink

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documents and instruments; shall give notice and provide proof of notice of meetings and other proceedings of the Board in accordance with law and these Bylaws; shall perform such other duties as may from time to time be prescribed by the Board or the President; and, in general, shall perform all duties usually incident to the office of secretary. 4.12 Assistant Officers. The Board of Directors may establish and appoint assistant secretaries, assistant treasurers, or other assistant officers, and such assistant officers shall have such powers and shall perform such duties as may be delegated to them by the Board. SECTION 5 COMMITTEES OF THE BOARD 5.1 Executive Committee. The Board of Directors may elect an Executive Committee consisting of the Chair of the Board, Vice Chair of the Board, Secretary, Treasurer and such other directors as the Board shall elect or appoint. The Chair of the Board shall serve as the Chair of the Executive Committee. The Executive Committee shall have and exercise the authority of the Board in the management of the business of the Corporation. Any such Executive Committee shall act only in the interval between meetings of the Board, and shall be subject at all times to the control and direction of the Board. 5.2 Other Committees. The Board of Directors, by a majority vote of a quorum in attendance, may establish any other committees and may delegate thereto some or all of its power except those which by law, the Articles of Incorporation, or these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as provided by these Bylaws for the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. SECTION 6 COMMITTEES OF THE CORPORATION 6.1 Establishment. By resolution, the Board may establish committees of the Corporation for such purposes and with such responsibilities as provided in such resolution. Committees of the Corporation shall be subject at all times to the direction and control of the Board. The Board shall appoint one of the directors to serve on each such committee established, to act as a liaison between the Board and such committee. The other members of each such committee, including the chair, shall be appointed by the President of the Corporation and need not be directors or representatives of members of the Corporation. 6.2 Procedure. Each committee of the Corporation shall meet and carryon its activities in accordance with such procedures as it may establish from time to time. The chair of