Officers:
Number. The officers of the corporation shall consist of a President, an Executive Director, an Assistant Executive Director, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of President and Secretary, but no officer may act in more than one capacity where action of two or more officers is required.
Ex officio and Elected Officers. The Dean of the School of Government shall serve ex officio as the Executive Director of the corporation, and the Associate Dean for Development at the School of Government shall serve ex officio as the Assistant Executive Director of the corporation. The School of Government’s Associate Dean for Business and Finance shall serve ex officio as the Treasurer of the corporation (more fully described in Section 9 below). The other officers of the corporation shall be elected by the Board of Directors at any regular or special meeting of the Board and shall hold office as described below. The term of each ex officio officer shall coincide with his or her tenure in office.
President. The President shall be the principal executive officer of the corporation, shall, when present, preside at all meetings of the Board of Directors and, in general, shall perform all duties as may be assigned by the Board of Directors from time to time. Subject to his or her earlier death, resignation, or removal, the President shall hold office for a term of two years and shall continue to serve until his or her successor is elected and qualified. An individual may serve as President for multiple terms.
Executive Director. The Dean of the School of Government shall be the Executive Director of the corporation. The Executive Director shall be the principal operating officer of the corporation, shall oversee the day-to-day operations of the corporation and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.
Vice Presidents. The Vice Presidents shall perform such duties as may be assigned to them, respectively, from time to time by the President or the Board of Directors. Subject to his or her earlier death, resignation, or removal, a Vice President shall preside at meetings in the President’s absence. A Vice-President shall hold office for a term of two years and shall continue to serve until his or her successor is elected and qualified. An individual may serve as Vice-President for multiple terms.
Secretary. The Secretary shall be a faculty member at the School of Government. The Secretary is an ex officio voting director, subject to election as described in Section 2. above. The Secretary shall keep accurate records of the acts and proceedings of all meetings of directors, shall give all notices required by law and by these bylaws, shall have general charge of the corporate records and books and of the corporate seal, and shall affix the corporate seal to any lawfully executed instruments requiring it. The Secretary also serves as an Assistant Treasurer. At the request of the Treasurer, the President, or the Board of Directors, the Secretary may review Treasurer activities or provide counter-signature or approval of corporation expenditures and financial activities. The Secretary shall, in general, perform all duties incident to the offices of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors. Subject to his or her earlier death, resignation, or removal, the Secretary shall hold office until his or her successor is elected and qualified.
Treasurer. The School of Government’s Associate Dean for Finance, or the person holding the comparable position responsible for School finances, shall serve ex officio as Treasurer of the corporation. The Treasurer shall not be a voting Director. The Treasurer shall have custody of all funds and securities belonging to the corporation; shall receive, deposit, and disburse the same under the direction of the Board of Directors; shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; shall bear primary responsibility for filing corporation tax returns and other tax forms; and shall coordinate the annual audit; provided that the Board of Directors may from time to time designate one or more fiscal agents to perform all or any part of these duties. The Treasurer, the President, or the Board of Directors may request that the Secretary review Treasurer activities or provide counter-signature or approval of corporation expenditures and financial activities. The Treasurer shall, in general, perform all duties incident to the offices of Treasurer and such other duties as may be assigned from time to time by the President or by the Board of Directors.
Assistant Executive Director. The School of Government’s Associate Dean of Development shall be the Assistant Executive Director of the corporation and shall perform such duties as may be assigned from time to time by the Executive Director, the President or the Board of Directors. The Assistant Executive Director serves as Assistant Secretary and Assistant Treasurer.
Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices and shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
