Article IX – Officers



A. The Service Board of the Corporation, at its first meeting following the Annual Meeting, shall elect a president, a vice president, a secretary and a treasurer who shall perform the duties customary to their respective offices.

B. The officers of the Corporation elected by the Service Board of the Corporation shall hold office for a term of 2 years or until his or her respective successors are elected and qualified. Vacancies in any of these offices may be filled at any time for the unexpired term by majority vote of the Service Board at any of its regular meetings, at a special meeting called for that purpose, or by electronic communication as provided in ARTICLE V, Section G hereof.

C. The President shall preside at all meetings of the Corporation, shall perform the duties usually associated with this office and shall act as the chief operating officer of the Corporation.

The Vice President shall assist the president and in the president’s absence shall perform the president’s duties.

The Secretary shall attend all meetings and shall record all minutes and votes. He/she shall maintain a current membership list and give notice of coming meetings as required by these by-laws. The secretary shall also have custody of the corporate seal and maintain the Corporation’s records. In the absence of the Secretary the presiding officer shall appoint a pro-tempore secretary to carry out those duties.

The Treasurer shall have custody of all monies, debt and obligations belonging to the Corporation. He/she shall receive monies and deposit them in the Corporation account and make all payments of Corporation debts upon approval of the Corporation President. All checks, drafts, contracts or other orders for payment shall be signed by the Treasurer including bonds, at the Corporation’s expense, if required by the Board of Directors. The Treasurer shall maintain accurate records of all financial transactions of the Corporation and give a report at the annual meeting.

D. No Officer shall serve for more than three (3) consecutive full two (2) year terms, excepting any period in which an unexpired term arising from a vacancy is being filled by the officer in question.

E. The Secretary of the Corporation shall be a resident of the Commonwealth of Massachusetts unless the Corporation shall appoint a resident agent for the service of process appointed in the manner prescribed by law.

F. In the event a vacancy should occur in any of the offices, the Board of Directors, by a majority vote, shall appoint a replacement. In the event that the Board of Directors cannot reach a majority vote on a candidate for the offices of President, Treasurer or Secretary, they shall forward no more than two names to be voted on by the Service Board to fill such vacancy. A majority of members then in office of the Service Board shall be required to elect such replacement officer in case of a stalemate by the Board of Directors. Appointees shall serve until the next annual meeting.