Historical Commission Agenda and Packet 2013 11 20

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Section 5. The property, business and affairs of the Foundation shall be managed by its Board of Directors, which may do all lawful acts in order to effectuate the purposes and goals for which the Foundation is organized. Article V Officers and Committees Section 1. The officers of the Foundation shall be appointed by the Board and shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer. Any two offices except the offices of Chair and Secretary may be held by the same person. Officers shall hold their offices for one year or until their successors are duly appointed and take office. If any of the offices shall become vacant, the Board shall select a successor from the Board to serve for the unexpired term of the vacant office. The Chair shall have served as a director for at least one (1) year prior to serving as Chair. Section 2. The Board may appoint additional Vice-Chairs and assistants, and such other officers and agents, as it shall deem necessary and helpful, who shall hold their officers for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 3. The Chair shall preside at all meetings of the Board and shall perform the duties and exercise the functions and powers prescribed for such office by these Bylaws and, to the extent not inconsistent with these Bylaws, prescribed for such office by the Board. The Chair shall be an ex-officio member of all standing committees. Section 4. The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the functions and powers of the Chair, and shall perform such other duties as the Board shall prescribe. In the event of the absence or inability to act of both the Chair and Vice-Chair, the remaining directors shall select some other director to temporarily perform the duties of the Chair. Section 5. The Secretary shall record the minutes and all votes of Board proceedings. He or she shall give, or cause to be given, notice of all meetings and special meetings of the Board of Directors, and he or she shall perform such other duties as may be prescribed by the Board. In the event that the Secretary is unable to attend any meeting, then the Chair shall appoint another director to perform the record- keeping functions of the Secretary at such meeting. Section 6. The Treasurer shall have the care and custody of the Foundation funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation. The Treasurer or designated agent shall deposit all monies and valuable effects in the name and to the credit of the Foundation in such depositories as may be designated by the Board. The Treasurer shall be responsible for preparing and filing all required financial reports and returns with appropriate governmental agencies.