Section 1. Designation
The officers of this Association shall be a President, [a Vice-President], a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election and Tenure of Officers
Officers shall be elected by and from the Board within seven (7) days after the first meeting of owners (organizational meeting) at which meeting said Board members were elected by secret written ballot a both Board members and officers shall hold office for one (1) year unless sooner removed.
Section 3. Removal of Officers
On affirmative vote of fifty-one (51%) percent of the Board present and entitled to vote in any duly constituted meeting, any officer may be removed either with or without cause and his successor elected at any regular or special meeting of the Board called for that purpose. Any such person removed from his position as officer may remain on the Board subject to the will of the owners pursuant to Article VI.
Section 4. Vacancies
In the event of a vacancy in any office because of death, incapacity, resignation, removal, or any other cause, such vacancy shall be filled as promptly as possible by vote of the Board in the manner prescribed herein for regular election to such office.
Section 5. President
The President shall preside at all meetings and have all powers and duties which usually vested in the office of President of a non-profit corporation, including but not limited to, the power to appoint committees from among the owners from time to time and he may, in his discretion, decide what is appropriate in connection with the management of the project. He shall be the principal executive officer of the Association and subject to control of the Board, shall supervise all business and affairs of the Association and officers thereof.
Section 6. Vice-President
The Vice-President shall act in the place of the President in the event of his absence, inability or refusal to exercise and discharge such other duties as my be required of him by the Board.
Section 7. Secretary
The Secretary shall keep a record book in which shall be kept the minutes of al regular and special meetings of the owners and an informal summary of all actions taken at the meetings of the Board. The Secretary shall also send out or deliver notices of regular and special meetings of owners and of the Board. Further, he shall have all powers and duties vested in the Secretary of a non-profit corporation or assigned to him from time to time by the President or by the Board.
Section 8. Treasurer
The Treasurer shall maintain an accurate record of all receipts and disbursements in connection with the operation of the project. At such time as a professional management agent is not managing the project, he shall collect maintenance fees periodically from each owner, give proper receipt thereof and promptly deposit same in a joint bank account of the Association. Additionally, he shall cause an annual operating statement to be distributed to each owner no later than ninety (90) days after the end of the fiscal year and shall perform such other duties as from time to time are assigned to him by the President or by the Board.
Section 9 Subordinate Officers
The Board may appoint subordinate officers, each of whom shall hold office at the discretion of the Board.
Section 10. Signing of Checks
All checks for payment of obligations and expenses of the owners as a whole shall be signed by no fewer that two (2) officer. Until such time as a management agent is employed, the Treasurer shall draw and sign all checks and the President shall countersign same, when he is available. In the absence of the President or Treasurer, the Secretary may sign and/or countersign checks. Further, during such time as a management agent is employed, the Treasurer shall act as the liaison officer between the Board and the professional management agent, if any.
Section 11. Non-Liabilty of Officers and Directors
No Officer or Director shall be liable for acts or defaults of any other officer or member, or for any loss sustained by the Association, or any member thereof, unless the same has resulted from is own willful and wanton misconduct or negligence. Every officer, director and member of the Association shall be indemnified by the Association against all reasonable costs, expenses and liabilities, including attorney's fees and court costs, actually or necessarily incurred by or imposed upon him in connection with any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he may be involved as a part or otherwise by the reason of his having been an officer, director or member of the Association, whether or not he continued to be such at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudges in such action, suit, proceedings, investigation or inquiry to be liable for willful misconduct or negligence toward the Association in the performance of his duties, or in the absence or such final adjudication, any determination of such liability by opinion of legal counsel, selected by the Association. The foregoing right of indemnification shall be in addition to and not in limitation of all rights and shall inure to the benefit of legal representation of such person.
Section 12. Fidelity Bonds
All officers of the Association handling or responsible for any funds received or collected by the Association, shall furnish adequate fidelity bonds. The premium of said bonds shall be paid by the Association as a common expense