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ARTICLE VII.  OFFICERS
Section I.  Officers

The Officers of the AGG Board shall be a President, Vice-President, Secretary, and Treasurer.  The Officers shall be elected by the Board from among the Directors.  The AGG Board may elect such other officers as it may, from time to time, deem necessary, with such duties and powers as the AGG Board determines.  Officers shall be elected at the Annual Meeting of the AGG Board, which follows immediately the annual meeting of the membership, and shall hold office for one year, until their term ends or until their earlier resignation or removal.  No person may simultaneously hold more than one office. 

 

Section 2.  Duties

In addition to the specific duties described below, each AGG officer shall perform all duties incident to the office to which she/he is elected and shall perform other duties and have such other powers as the AGG Board may from time to time describe. 

           

President:  Subject to the control of the Board of Directors, the President shall be the Chief Executive Officer and Chair of the Board of Directors of the AGG carrying out the tasks necessary to achieve the purposes and goals of the AGG.  The President prepares an agenda for the regular and special meetings of the AGG Board.  He/she shall have the general supervision, direction and control over the affairs and property of the Corporation and over its several officers, and prepare a report on the state of the Corporation for presentation at the annual meeting of members, and shall have such other powers and perform such other duties as may be delegated by the Board of Directors from time to time. The President, where appropriate, will represent the Corporation to the public and other organizations or ensure that such representation occurs.  The President serves as the President of the Executive Committee and is an ex-officio member of all committees of the Board except the Nominating Committee. 

Vice-President:  The Vice-President, in the absence of the President, performs all the duties of the President.  The Vice-President generally assists the President.

Secretary:  The Secretary is responsible for recording the proceedings of the meetings of the AGG Board, keeping records of attendance, issuing notices of meetings, maintaining and preparing accurate minutes for distribution as designated by the AGG Board, and seeing that permanent documents, such as Committee meeting minutes, originals or copies of all reports, correspondence, and other records of the corporation which are necessary in documenting the activities of the Corporation, are kept safe.   He/she shall have such other powers and perform such other duties as may be delegated by the Board of Directors.

Treasurer:  The Treasurer is responsible for seeing that the funds received and expended for AGG are handled in accordance with good business and accounting practices and with the policies authorized by the AGG Board.  The Treasurer (and the Executive Director, (if created)) shall establish and maintain an accurate accounting and reporting system; deposit, or cause to be deposited all monies in the name and to the credit of the Corporation.  Other responsibilities of the Treasurer include: seeing that financial reports, annual reports, annual budgets, and audits are prepared as requested by the AGG Board; ensuring that copies of such financial data of the AGG as requested by the Board are available to the membership at its annual meeting on a timely basis; assuming responsibility for all securities; and serving as Chair of the Finance Committee.  The Treasurer shall be bonded and shall be authorized to sign all checks for AGG.  He/she shall have such other powers and perform such other duties as may be delegated by the Board of Directors.

Executive Director:  Executive Director (if created) shall work with the President to prepare an agenda for the regular and special meetings of the AGG Board; work with the treasurer to establish and maintain an accurate accounting and reporting system; and shall have such other powers and perform such other duties as may be delegated by the Board of Directors from time to time.

 

Section 3.  Tenure and Rotation; Vacancies

 

a)                  All officers shall serve a term of approximately one (1) year.  Each person elected as an officer shall continue in office until the next election of officers following the expiration of his or her term and until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal in accordance with these Bylaws.

b)                  All officers may serve two consecutive elected terms and are not eligible to serve again in that particular office for at least one year.  One’s ability to serve as an officer is contingent on election to the Board of Directors.

c)                  An officer’s term begins with the Annual Meeting of the AGG Board at which she/he is elected and continues until the next Annual Meeting after his/her election and until a successor is chosen.

d)                 Vacancies in the Officers shall be filled by appointment by the Board.  Officers thus appointed shall serve for the remainder of the vacated term and until his or her successor is duly elected and qualified

Section 4. Nominations and Voting for Officers

a)                  Each Director that seeks to be elected as an officer of the AGG shall be nominated or nominate themselves at the first Director’s meeting following the annual election by the membership.  Each candidate may submit a written statement that includes the office they are seeking and their goals, etc., or may make a verbal statement at the meeting.  

b)           There need not be more than one candidate for each office.

c)                  A nominee must receive a majority of the Directors’ votes to be elected to the office in question (i.e. with nine directors, a candidate must receive at least 5 votes). If no one receives a majority on the first vote, the directors shall continue to re-ballot until one candidate receives a majority.

d)                 All voting shall be by paper ballots.

e)                  The office of president shall be filled first; followed by the vice-president, secretary and then treasurer.

f)                   A nominee that is unsuccessful in his/her bid for one office may be nominated or nominate themselves for another office as the voting proceeds.

g)            The election is not over until all offices are filled by a qualified director in accordance with the tenets of these bylaws.

ARTICLE VIII.  AGENTS, CONTRACTS
Section 1.  Agents and Representatives

The AGG Board may appoint agents and representatives of the AGG with such powers to perform acts or duties on behalf of the AGG as the Board may see fit, as far as may be consistent with these By-Laws and to the extent authorized by law.

Section 2.  Contracts

The AGG Board, except as otherwise provided in these Bylaws, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the AGG.  Unless so authorized by the Board, no Officer, Member, agent, or employee shall have any power or authority to bind the AGG by any contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or for any  amount, without approval and/or ratification by the AGG Board.



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