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of the meeting or unless he shall file his written dissent to such action with the <br /> person acting as the secretary of the meeting before the adjournment thereof, or • <br /> shall forward such dissent by registered mail to the secretary of TC immediately <br /> after the adjournment of the meeting. Such right to dissent shall not apply to a <br /> director who voted in favor of such action. <br /> 4.18 Informal Action by Directors. Any action required or permitted to be taken at a <br /> meeting of the directors may be taken without a meeting if a consent in writing, <br /> setting forth the action so taken, shall be signed by all of the directors. Such <br /> consent shall have the same force and effect as a unanimous vote of the directors, <br /> and may be stated as such in any articles or document filed with the Secretary of. <br /> State of Colorado under the Act. From time to time, the president may poll the <br /> board by e-mail or telephone; any decisions made as a result of such informal <br /> action shall be promptly documented by unanimous written consent at the next <br /> meeting of the board of directors. <br /> 5. OFFICERS AND AGENTS. <br /> 5.1 General. Annually, the directors shall appoint members of the Board of Directors <br /> to serve as president, vice-president, secretary and treasurer. The Board of <br /> Directors may appoint such other officers, assistant officers, committees and <br /> agents,_including a chairman of the board, assistant secretaries and assistant <br /> treasurers, as they may consider necessary, who shall be chosen in such manner • <br /> and hold their offices for such terms and have such authority and duties as from <br /> time to time may be determined by the Board of Directors. No person may hold <br /> more than one office, except that one person may hold the offices of secretary and <br /> treasurer. In all cases where the duties of any officer, agent or employee are not <br /> defined by the Bylaws or by the Board of Directors, such officer, agent or employee <br /> shall follow the instructions of the president. <br /> 5.2 Qualifications. Only directors who have served at least one year on the Board of <br /> Directors shall be eligible to stand for election to the offices of president or vice- <br /> president. <br /> 5.3 Term of Office. Each officer shall hold office for a period of one year, or until his or <br /> her death, resignation or removal. Officers may serve for consecutive terms, <br /> subject to the restrictions on number of terms that may be served by directors. <br /> 5.4 Removal. Any officer or agent may be removed by the majority vote of directors at <br /> a regular or special meeting. <br /> 5.5 Vacancies. If the office of president becomes vacant, the vice-president shall <br /> assume the functions of the office. A vacancy in any other office, however <br /> occurring, may be filled by the.Board of Directors for the unexpired portion of the • <br /> term. <br /> File: TC Bylaws, April 16, 2002.wpd 7 <br />