6.0. EDSR 06-10-2002 - Laserfiche WebLink

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Section 3.06 Vacancies. Vacancies on the board of directors resulting from the death, resignation or removal of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum. Each director elected under this section to fill a vacancy shall hold office until a qualified successor is elected at the annual meeting of the board occurring at the end of the term which he or she was elected to fill. Section 3.07 Removal of Directors. Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the remaining directors. Absence of a director at three consecutive board meetings without written or oral explanation to the chair of such absences shall be deemed to be the resignation of such director. Section 3.08 Manner of Acting. Unless otherwise required by law or these bylaws, the action of a majority of directors present at a meeting at which a quorum is present shall be the act of the board. Any action required or permitted to be taken by the board may be taken without a meeting by the collective consent in writing, setting forth the action so taken, of all the directors. The board may also act by any other form of communication permitted by law. ARTICLE IV. OFFICERS Section 4.01 Number, Designation and Qualifications. The officers of the corporation shall consist of a chair, a vice chair, a secretary and a treasurer. A majority of all directors may appoint a manager to act as chief executive officer, or any other officers deemed necessary for the operation and management of the corporation, each of whom shall have the powers, rights, duties, responsibilities and terms of office determined by the board from time to time. Any number of offices or functions of these offices may be held or exercised by the same person. Officers of this corporation, other than a manager/CEO, shall be directors of this corporation. Section 4.02 Chair. The chair of the corporation shall preside at all meetings of the board and at all meetings of any executive committee that may subsequently be established.The chair shall perform all functions customarily incident to the office of chair and all such other functions as from time to time are assigned by the board of directors. Unless and until the board appoints a manager to act as chief executive officer, the chair of the corporation shall be the chief executive officer of the corporation and in such capacity shall have overall responsibility for the management of the business of the corporation; while continuing as chief executive officer, the chair shall sign and deliver all instruments having to do with the business of the corporation, maintain records of and, to the extent necessary, certify all proceedings of the board of directors of the corporation. Section 4.03 Vice Chair. The vice chair of the corporation shall act in place of the chair in the absence of the chair and perform such other duties as may from time to time be prescribed by the board of directors. Section 4.04 Secretary. The secretary of the corporation shall prepare minutes of each meeting of the board, shall maintain records of and, to the extent necessary, certify all proceedings of the board of directors of the corporation. Section 4.05 Treasurer. The treasurer shall act as chief financial officer of the corporation and in such capacity shall keep accurate financial records for the corporation; endorse and deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board of directors; disburse corporate funds and issue 4