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BYLAWS OF IMALDI DITGI COMPANY <br /> Page Seven <br /> annual meeting of the membership. If the election of officers shall not be held <br /> at such meeting, such election shall be held as soon thereafter as conveniently <br /> may be. Each officer shall hold office until his or her successor shall have <br /> been duly elected and shall have qualified or until his or her death or until he <br /> or she shall resign or shall have been removed in the manner hereinafter provided. <br /> Section 3. Removal. Any officer or agent may be removed by the board of <br /> directors wheneveriEits judgment the best intere,,ts of the corporation will he <br /> served thereby, but such removal shall be without prejudice to the contract rights, <br /> if any, of the person so removed. Election or appointment of an officer or agent <br /> shall not of itself create contract rights. <br /> Section 4. Vacancies. A vacancy in any office because of death, <br /> resignation, removal, disqualification, or otherwise, may be filled by the <br /> board of directors for the unexpired portion of the term. <br /> Section 5. President. The president shall be the principal executive <br /> officer of the corporation and, subject to the control of the board of directors, <br /> shall in general supervise and control all of the business and affairs of the <br /> corporation. He or she shall, when present, preside at all meetings of the member- <br /> ship and of the board of directors. He or she may sign, with the secretary or any <br /> other proper officer 0 the corporation thereunto authorized by the board of <br /> directors, certificates for membership of the corporation and deeds, mortgages, <br /> bonds, contracts, or other instruments which the board of directors has ,authorized <br /> to be executed, except in cases where the signing and execution thereof shall be <br /> expressly delegated by the board of directors or by these Bylaws to some other <br /> officer or agent of the corporation, or shall be required by law to be otherwise <br /> signed or executed; and in general shall perform all duties incident to the office <br /> of president and such other duties as may be prescribed by the board of directors <br /> from time to time. <br /> Section 6. The Vice-President. In the absence of the president or in <br /> the event of his or her death, inability, or refusal to act, the vice-prey ions <br /> shall perform the duties of the president, and when so acting, shall have all the <br /> powers of and be subject to all the restrictions upon the president. The vice- <br /> president may sign, with the secretary, certificates for shares of the corporation: <br /> • and shall perform such other duties as from time to time may be assigned to him or <br /> her, by the president or by the board of directors. <br /> Section 7. The Secretary. The secretary shall: (a) leep or cause to be kept <br /> the minutes of the proceedings of the membership meetings and of the board of <br /> directors in one or more books provided for that purpose; (b) see that all notices <br /> are duly given in accordance with the provisions of these Bylaws or as required by <br /> law; (c) be custodian of the corporate records and of the seal of the corporation <br /> and see that the seal of the corporation is affixed to all documents the execution <br />