ARTICLE V: OFFICERS
Section 5.01 Officers
The General Assembly shall elect, in even year elections, four Officers: President,
Vice-President, Secretary and Treasurer (hereinafter referred to as "Officers").
Officers shall also be members of the Board by virtue of their office and may be
designated by such other titles as may be provided in the Articles of Incorporation
or these Bylaws.
Section 5.02 Election and Term of Officers
Officers of ADAMS shall be installed after their election and shall hold their respective
offices for a two-year term until their successors shall be elected and shall have
qualified. No officer of ADAMS shall serve for more than three consecutive terms
in the same office. However, officers may serve another office consecutively.
Section 5.03 Qualifications
To be eligible for election as Officers, a person must fulfill qualifications required
for Regular Trustees in Section 4.05 of these Bylaws.
Section 5.04 Resignation
Any Officer may resign at any time by giving written notice to the President of
ADAMS. If the resignation be by the President, it shall be submitted to the Chairperson
of the Board or in his/her absence to any member of the Board. If the President,
Vice President, Secretary and the Treasurer resign simultaneously or otherwise all
these offices become vacant, a resignation may be submitted to the Chairperson of
the Board or in his/her absence to any member of the Board of Trustees. Such resignation
shall take effect at the time specified therein, or, if the time is not specified,
then at the time of acceptance thereof as determined by the President, the Chairperson,
or the Board of Trustees, as the case may be.
Section 5.05 Removal of Officers
Any Officer may be removed from the office by a two-thirds vote of the members of
the Board at any regular or special meeting of the Board of Trustees at which a
quorum is present, with cause for: (1) violation of these Bylaws, (2) failing to
attend three meetings of the Board in a calendar year without justifiable reason
for which Board is timely informed, (3) performing acts repugnant to the Articles
of Incorporation or Bylaws of ADAMS, or (4) becomes disqualified under Section 5.03
above. Such removal may occur only if the Officer involved is first provided (1)
with adequate notice of the charges against him or her in the form of a statement
of such charges by the Board of Trustees, sent by certified or registered mail to
the last known address of such Officer. The Officer involved shall have the right
to respond to these charges. Each member of the Board shall review any response
independently. The Board then shall act on the basis of reasonable and consistent
criteria, always with the objective of advancing the best interests of ADAMS. Any
officer who has been removed may arbitrate the matter in accordance with Article
VIII of these Bylaws.
Section 5.06 Vacancies
In case of resignation or for any other reason including ineligibility or removal,
an Officer is unable to complete his or her term, the Board of Trustees shall elect
a successor from Members in good standing, who meet qualifications stated in Section
5.03 of these Bylaws, to complete the unexpired term, within thirty days after the
office becomes vacant. The successor shall serve the remaining term thereof.
Section 5.07 Powers and Responsibilities of Officers
All Officers shall have the powers and authority expressly assigned to them by the
Regular Trustees or by the Bylaws. Any power not expressly conferred to the Officers
by these Bylaws or a duly adopted resolution of the Board shall belong to the Board
of Trustees. The responsibilities and duties of the Officers include the following:
a. Submit to the Board of Trustees for their review and approval, within two months
after the election, a work plan, in accordance with the guidelines laid down by
Trustees, for implementation during the course of two years term and to furnish
the progress report of Committees for review and approval of the Board of Trustees.
b. Plan and implement activities consistent with the objectives and policies of
ADAMS.
c. Maintain and operate the ADAMS Center and other facilities, if any, and establish
the rules and regulations for their use. The management of the property and day
to day affairs of ADAMS as may be provided in these Bylaws or by resolution of the
Board of Trustees and, to the extent not so provided, as generally pertain to their
respective offices. All rules and regulations of ADAMS shall be approved by the
Board of Trustees.
d. Prepare the annual budget for review and approval of Board of Trustees.
e. Process the membership applications, resignations, suspensions or revocation
of memberships or offices for action by the Board of Trustees.
f. Perform any other functions that are needed for proper management of ADAMS and
its assets.
Section 5.08 President
The President shall be the Chief Executive Officer of ADAMS, serve as the Chairperson
of the Executive Committee and shall preside at all meetings of the Executive Committee,
shall perform all duties customary to that office and shall supervise and control
day to day affairs of ADAMS, in accordance with policies and directives of the Board
of Trustees. The annual budget and working plan for day to day operation as well
as long term plan shall be prepared under the direction of the President within
two months after taking over the office and shall be submitted to the Board of Trustees
for their approval. Notwithstanding the foregoing, the President of ADAMS shall
have the following specific powers and duties:
1. He/she shall be a member of the Board of Trustees and the Chairperson of the
Executive Committee.
2. He/she shall review the agenda (prepared by the Secretary) for the meetings of
the Executive Committee.
3. He/she shall appoint such standing or special committees, or subcommittees, as
may be required by these bylaws or as may be necessary, and shall be an observing
member without vote, as the appointment shall state, of all such committees of ADAMS.
All such committees shall be approved by the Board.
4. The President of ADAMS shall also perform such other duties as the Board of Trustees
may designate from time to time.
Section 5.09 Vice-President
The Vice President of ADAMS shall have powers and duties as the Board of Trustees
of ADAMS shall determine, including serving as acting president in the absence of
the President or during such time as the President of ADAMS is unable to carry out
the duties of that office. He/she shall also be a member of the Board of Trustees
and of the Executive Committee. The Vice-President shall exercise such other powers
and perform such other duties as the Board of Trustees or the President may assign
from time to time.
Section 5.10 Secretary
The Secretary of ADAMS shall have all powers and perform all duties commonly included
in the office of secretary, including the following duties and responsibilities:
1. He/she shall be member of the Board of Trustees and the Executive Committee.
2. He/she shall attend all meetings of the Board of Trustees and the Executive Committee,
and prepare and distribute minutes of all such meetings to the Board of Trustees
as well as the Executive Committee.
3. He/she shall ensure that all notices are given in accordance with these Bylaws.
4. He/she shall prepare agenda for the meetings of the Board of trustees, and the
Executive Committee.
5. He/she shall process the applications of new members, the resignations, and the
suspensions or revocation of memberships, for the approval of the Board. He/she
shall also maintain a current list of members of ADAMS.
6. He/she shall help in preparing the semiannual reports describing the achievements,
present status, future plans, proposed budget and other matters of interests.
7. He/she shall perform such other duties as the Board of Trustees, the Chairperson
of ADAMS or the President of ADAMS may, from time to time, prescribe.
The Secretary shall be the custodian of ADAMS' meeting records and the seal and
shall have the authority to affix the seal of ADAMS, if required, to attest the
instrument by affixing his/her signature. The Board may authorize any other Officer
to perform such tasks.
Section 5.11 Treasurer
The Treasurer of ADAMS shall have all powers and perform all duties commonly incident
to and vested in the office of the treasurer of a corporation, including the following
duties and responsibilities:
1. He/she shall be a member of the Board of Trustees and the Executive Committee.
2. He/she shall be responsible for developing and reviewing the fiscal policies
of ADAMS for the approval of the Board.
3. He/she shall keep the complete and accurate accounts of receipts and disbursements
of all amounts. He/she shall deposit all monies and other valuable property of ADAMS
in ADAMS' name to the credit of ADAMS in such banks or depositories as the Board
may designate.
4. Besides maintaining the monthly accounts and semiannual reports, whenever required
by the Board, the treasurer shall prepare a financial report which shall include
the balance sheet, detail statements of income and expenses for the auditors. The
treasurer shall also be able to exhibit the books and accounts to any officer, trustee
or the members of ADAMS at any reasonable time.
5. He/she shall render a report of the finances of ADAMS at the General Assembly
meeting or whenever requested by the President or the Board showing all receipts
and expenditures for the current year.
6. He/she shall provide assistance for filing all tax returns.
7. He/she shall also furnish, if required by the Board, fidelity bonds or security
for the faithful performance of the duties of all Officers or the Board of Trustees,
at ADAMS' cost and expense.
8. He shall also perform such other duties as the President or the Board may, from
to time, designate.
Section 5.12 Representation of ADAMS
For the purpose of representing the Corporation (ADAMS), the following shall be
regarded as Officers of the Corporation:
1. Chairperson of the Board of Trustees, who shall be the Chairperson of the Corporation;
and
2. President, Vice President, Secretary, and Treasurer, who shall be the President,
Secretary and Treasurer of the Corporation, respectively.
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