A. Officers of the Association. The officers of the Association are the President, the Secretary, the Treasurer, and, in alternate years, the President-Elect or Immediate Past President.
B. Terms of Office.
1. Term of President. The President-Elect becomes President, to serve for two years as such, upon adjournment of the second Annual Membership Meeting following election as President-Elect If the President resigns or becomes unable to serve, the President-Elect shall serve as President for the unexpired term of the President who resigns or becomes unable to serve as well as the succeeding term for which such person would serve under these Bylaws. If there is no President-Elect, then the Board shall select from among the Association's membership a person to serve until close of the first Annual Membership Meeting following the election of a President to serve a two-year term. Upon the President's completion of his or her term, the President will become Immediate Past President for a term of one year.
2. Term of Other Officers. The Secretary and the Treasurer are nominated and elected as provided in section IV.C.6 of these Bylaws to hold office for a term of two years, beginning at the conclusion of the first Annual Membership Meeting subsequent to their election.
3. Resignation and Vacancies. An officer may resign upon written notice to the President and Secretary, effective immediately or at any later stated date. If a vacancy occurs due to resignation or for any other reason, the Board may elect, from among the members of the Association in good standing, a replacement to serve until the end of the incumbent's term.
C. Description of Offices.
1. The President or the President's designee shall preside at all meetings of the Association and of the Board. During the President's term of office he or she shall plan and superintend the program of the Association, subject to the directions and approval of the Association. The President shall superintend the performance of all activities of the Association and shall keep the Association informed and carry out its decisions. The President shall perform such other duties and acts as usually pertain to the office or as may be designated by the Association.
2. Treasurer. The Treasurer shall keep or cause to be kept proper books of account and other financial records, and shall work with the Association's outside accountants. As provided in section V.E.3 of these Bylaws, the Treasurer chairs the Finance Committee and shall keep any records of that committee.
3. Secretary. The Secretary shall keep a record of the proceedings of all meetings of the Association and of the Board, whether assembled or acting under submission, and shall be responsible for ensuring that the books and records of the Association are preserved (normally, by the executive director at the Association's executive office).
D. Role of Executive Director. The executive director is not an officer of the Association. He or she attends all Board and committee meetings except for: executive sessions of the Board; executive sessions of the Executive Committee; meetings of the Audit Committee or that portion of any meeting of the Finance and Audit Committee during which that committee is acting as the Audit Committee; and that portion of any Board or committee meeting at which the tenure, performance, or compensation of the executive director is under consideration. The Board may delegate to the executive director such powers to act for and to bind the Association, including making payments, incurring obligations, and entering into contracts and other agreements, as it may from time to time determine will advance the interests of the Association.
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