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Section 4.1
Enumeration
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The officers of the Council shall consist of a President, Vice-President,
Secretary, Treasurer, and Managing Director, and such other officers and assistant officers as the
Board may, from time to time, designate.
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Section 4.2
Term of Office
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Each officer shall serve for a term of one (1) year and until the officer's
successor is duly elected and takes office.
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Section 4.3
Election of Officers
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Nominees for elected offices shall be (a) an elected Director, (b)
nominated in accordance with the procedure set forth in these Bylaws and (c) elected to office by
the Directors at the annual meeting of the ACCGC. The Nominating Committee shall solicit
candidates and at least 30 days prior to the Annual Meeting submit to the Executive Committee a
slate consisting of at least one candidate for each office. At least 15 days prior to the Annual
Meeting of the Board of Directors, the Executive Committee shall inform the members of the
Board of Directors of the proposed slate. Additional nominations may also be made by Directors at
the Annual Meeting. The Directors entitled to vote shall elect the officers from the nominees.
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Section 4.4
Vacancies
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Any vacancy may be filled by an election through a special meeting of the
Board of Directors. The Directors entitled to vote shall elect the officer.
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Section 4.5
President
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The Council President shall serve as the chief executive officer of the Council
and as such shall be responsible for and have supervision over the management and operation of
the Council, subject to the control of the Board of Directors. The President shall be an ex-officio
member on all committees. The President shall serve at the discretion of the Board of Directors.
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Section 4.6
Vice-President
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In the absence of the Council's President or in the event of the death of
the President, or inability or refusal to act by the President, the Vice-President shall perform the
duties of the President, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice-President shall perform such other duties as from time to
time may be assigned by the President or the Board of Directors.
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Section 4.7
Secretary
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The Secretary shall make or cause to be made minutes of all meetings of the
Board of Directors and its committees. The Secretary shall be responsible for the timely mailing or
delivery of all notices of meetings of the Board of Directors and the Executive Committee, shall
affix the corporate seal at the direction of the Managing Director and, generally, will perform all
duties incident to the office of secretary of a corporation and such other duties as may be required
by law, by the Articles of Incorporation or by these Bylaws, or which may be assigned from time to
time by the Board of Directors.
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Section 4.8
Treasurer
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The Treasurer shall supervise the financial activities of the Council.
Specifically, the Treasurer shall see that (a) full and accurate accounts of receipts and
disbursements are kept, (b) a system is in place such that all monies and other valuable effects are
deposited in the name and to the credit of the Council in such depositories as shall be designated by
the Board, (c) the Directors at the regular meetings of the Board or whenever they may require it,
receive an account of the financial condition of the Council, and (d) an annual audit of the
Council's books and records is performed by an auditor selected by the Board. In performing these
functions, the Treasurer may rely on employees of the Council or any affiliated corporation who
possess special financial training and skills and whose employment responsibilities include
management of the Council's financial affairs. In the absence or disability of the Treasurer, the
Assistant Treasurer, if any, shall perform all the duties of the Treasurer and when so acting shall
have all of the powers of and be subject to all of the restrictions upon the Treasurer. The Treasurer
shall be bonded at the discretion of the Board of Directors.
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Section 4.9
Managing Director
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A Managing Director shall be appointed by the Board. The Managing
Director shall serve on the Board of Directors in an ex-officio capacity, shall be paid an annual
salary set by the Board, shall be bonded, shall be under the general supervision of the President and
Vice-President, and shall serve at the discretion of the Board of Directors.
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Section 4.10
Other Officers
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Each other officer shall have such responsibilities and perform such
duties as may be prescribed by the Board from time to time. Each assistant officer shall carry out
the responsibilities and duties of the officer which the assistant officer assists in the event such
officer is unable to perform such responsibilities or duties, except that no assistant officer shall
become a Director solely by virtue of being an assistant officer.
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Section 4.11
Removal of Officers
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Any officer elected or appointed to office may be removed by the
persons authorized under these Bylaws or the Council's Articles of Incorporation to elect or
appoint such officers whenever in their judgment the best interests of the Council will be served.
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