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Article IX -- Officers

Section 1. Number, Titles, and Qualifications. The officers of the College shall be a president, president-elect, vice president, and secretary-treasurer. Only Fellows and Masters who have served for  at least two (2) years as a  member of the board of directors may serve as officers. No two offices may be held simultaneously by the same person, nor may an individual serve simultaneously both as an officer and as one of the  nine (9) elected directors or young physician director referred to in Article VIII, Section 2, of these bylaws. An officer or a past president may be elected as a director after his/her term of office. Election of an officer shall not of itself create any contract rights.

Section 2. Nomination, Election, and Tenure.
(a) Nomination.  At least two nominees for the offices of vice president and secretary-treasurer shall be selected by the Candidate Selection Committee as described in Article XII. No individual may stand for more than one office at a given election and no individual standing for director may stand for an officer position at a given election.

(b) Election. Procedures set forth in Article VIII, Section 4(b) of these bylaws for the election of directors shall also apply to the election of president-elect, vice president, and secretary-treasurer. The office of president shall be filled by the president-elect, succeeding to that office as described in subsection (c) (ii) of this section.

(c) Tenure.

(i) The president shall serve for a term of one (1) year, commencing with the completion of his or her term as president-elect and ending at the next annual membership meeting.  The president may not succeed him or herself.

(ii) The president-elect shall serve for a term of one (1) year, commencing at the annual membership meeting following his or her election to that office and ending at the next annual membership meeting. Upon completion of his or her term as president-elect, he or she shall assume the office of president.

(iii) The vice president shall serve for a term of one (1) year commencing with the annual membership meeting following his or her election to that office and terminating at the next annual membership meeting. Upon completion of his or her term as vice president, he or she shall assume the office of president-elect.

(iv) The secretary-treasurer shall serve for a term of two (2) years commencing with the annual membership meeting following his or her election to that office and terminating at the second annual membership meeting following election. A serving secretary-treasurer may not run for a second term.

(v) Notwithstanding the foregoing provisions for the terms of office of the officers, all officers shall serve until their successors shall have been duly elected and qualified, except that an officer who has been elected by the Board of Directors to fill a vacancy may be reelected by the membership to serve a complete term of office, as provided in Section 3 of this article.

Section 3. Vacancies. In the event of a vacancy by virtue of the death, incapacity, resignation or removal in the office of president, the president-elect shall become president and shall serve as president until that time at which his or her own term as president would have concluded and until his or her successor shall be elected and qualified. In the event of a vacancy in the office of president-elect, the vice president shall become president-elect and shall serve as president-elect until that time at which his or her own term as president-elect would have concluded and until his or her successor shall be elected and qualified. In the event of a vacancy in the office of vice president, the Board of Directors shall elect a successor who shall serve until the next annual meeting and until his or her successor is elected and qualified. At the next annual membership meeting following the election of a vice president by the Board of Directors election for the office of vice president shall be conducted in accordance with the procedure for nomination and election of the vice president set forth in Section 2 of this article. If insufficient time is available to carry out the procedure for an election described in these bylaws, the Board of Directors may authorize expedited action and may, if appropriate, authorize a mail ballot as soon as practicable after the annual membership meeting. In the event of a vacancy in the office of secretary-treasurer, the Board of Directors shall elect a successor who shall serve until the next annual meeting and until his or her successor shall be elected and qualified.

Section 4. Removal of Officers. Officers may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes present and voted, either in person or by proxy, at a special meting of the members of the College, provided, however, that written notice that a purpose of the meeting is to vote upon the removal of one (1) or more officers named in the notice shall have been delivered to all members entitled to vote thereat. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5. President. The President, subject to the direction and control of the Board of Directors, shall have general supervision, direction and control of the business and affairs of the College and shall perform all duties normally incident to the office of president and such other duties as may be assigned to him or her by the Board of Directors. The President shall preside at all meetings of the members of the College, the Board of Directors and the Executive Committee; shall be authorized to appoint the members of all committees, councils and presidential task forces, if any, of the College; shall be an ex-officio member of all committees and councils; shall be authorized to speak on behalf and in the name of the College in the expression of policies established by the Board of Directors; and shall present an oral and written report to each meeting of the House of Delegates and to the annual meeting of the membership. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the College or a different mode of execution is expressly prescribed by the Board of Directors, the president may execute for the College any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the College and either individually or with the secretary-treasurer, or any other officer thereunto authorized by the Board of Directors, according to the requirements on the form of the instrument.

Section 6. President-elect. The president-elect shall perform the duties of the president in the event of the president’s absence or inability to act. The president-elect shall be the chair of the Candidate Selection Committee. The president-elect shall perform such other duties and have such other powers as may from time to time be assigned by the president or by the Board of Directors.

Section 7. Vice President. The vice president shall perform the duties of the president-elect in the event of the president-elect’s absence or inability to act. The vice president also serves on the Candidate Selection Committee. The vice president shall perform such other duties and have such other powers as may from time to time be assigned by the president or Board of Directors.

Section 8. Secretary-Treasurer. The secretary-treasurer shall maintain or cause to be maintained 1) minutes of all meetings of the members of the College, the Board of Directors, and Executive Committee; 2) a list of all members of the College containing their addresses and type of membership; 3) adequate books of account for the College; and 4) the corporate records and seal of the College. The Secretary/Treasurer shall ensure that: 1) all notices are duly given in accordance with the provisions of these bylaws or as required by law; 2) any seal of the College is affixed to all documents, the execution of which on behalf of the College under its seal is duly authorized under the provisions of these bylaws; 3) the funds of the College are disbursed as ordered by the Board of Directors; 4) receipts are provided for monies due and payable to the College from any source; 5) all such money are deposited in the name of the College in such banks or other depositories as shall be selected in accordance with the provisions of these bylaws; 6) all accounts with an audit by a certified public accountant are submitted to the Board of Directors at the annual meeting; and 7) an annual report is submitted to the membership of the College in the form determined by the Board of Directors. The Secretary/Treasurer shall be responsible for overseeing the custody and management of all funds and securities of the College, is the officer responsible for the Committee of Fellowship Examiners and serves as chair of the Finance and Audit Committee. The Secretary/Treasurer shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors. The Secretary-Treasurer shall be bonded, at the expense of the College, in an amount and by a company determined by the Board of Directors.

Section 9.  Implementation
(a) The amendments to Article IX, Section 2(c)(iv), pertaining to the secretary-treasurer, shall take effect at the second annual meeting after adoption of these amendments to the bylaws.  The remainder of the amendments to Article IX shall take place upon approval by the membership.

(b) Article IX, Section 9 shall be removed after the second annual meeting after adoption of these amendments to the bylaws, without further action required by the membership.