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BOARD01863
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Last modified
8/16/2009 3:08:10 PM
Creation date
10/4/2006 7:04:03 AM
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Board Meetings
Board Meeting Date
7/23/2002
Description
Water Education Foundation Establishment Issues
Board Meetings - Doc Type
Memo
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<br /> <br />4, \3 Presumption of Assent. A trustee of the corporation who is present at a meeting of the <br />Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to <br />the action taken unless their dissent shall be entered in the mi!).utes of the meeting or unless they shall file <br />their written dissent to such action with the person acting as the secretary of the meeting before the <br />adjournmeut thereof or shall forward such dissent by certified' mail to the secretary of the corporation <br />immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who <br />voted iu favor of such action, <br /> <br />. <br /> <br />.14 Informal Action by Trustees. Any action re~uired to be taken at a meeting of trustees , or <br />any other action which may be taken at a meeting of the trustees, maybe taken without a meeting ifa <br />consent in writing, setting forth the action so taken, shall be Signed by all the trustees, <br /> <br />ARTICLE 5 <br />OFFICERS <br /> <br />5.1 Number. The officers of the corporation shall be a presideut, a vice president, a secretary, <br />and a treasurer, each of whom shall be a member of the Executive Committee. Such assistant officers as <br />may be deemed necessary may be elected or appointed by the Executive Committee, but such assistant <br />officers need not be trustees, <br /> <br />5,2 Election and Term of Office. The officers' of the corporation to ~ elected by and from <br />the Board of Trustees shall be elected at the annual meeting: of trustees, Such officers shall hold office until . <br />their successor shall have been duly elected and shall have qualified or until their death or until they shall <br />resign or shall have been removed. <br /> <br />5,3 President. The president shall be the principal executive officer of the corporation and, <br />subject to the control of the Board of Trustees: shall in gen6ral supervise and control all of the business and <br />affairs of the corporation, shall, when present, preside at a4 meetings of the Board of Trustees, may sign, <br />with the secretary or any other proper officer of the corpor~tion thereunto authorized by the Board of <br />Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has <br />authorized to be executed, except in cases where the signing and execution thereof shall be expressly <br />delegated by the Board of Trustees or by these bylaws to some other officer or agent of the corporation, or <br />shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident <br />to the office of president and such other duties as may be prescribed by the Board of Trustees from time to <br />time. The, president shall appoint members of all committees, subject to the concurrence of said <br />appointments by the Executive Committee. <br /> <br />5.4 The Vice President. In the absence, or ill the event of death, inability or refusal to act of <br />the president, the vice president shall perform the duties ofthe president, and when so acting, shall have all <br />the powers of and be subject to all the restrictions upon th~ president. The vice presideut shall perform such <br />other duties as from time to time may be assigned by the j)resident or by the Board of Trustees, <br /> <br />5.5 The Secretary. The secretary shall: (a) attend and authenticate the minutes of the <br />meetings of the members and of the Board of Trustees in 'One or more books provided for that purpose; (b) <br />see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; <br />(c) be cnstodian of the corporate records and of the seal dfthe corporation and see that the seal of the <br />corporation is affixed to all documents, the execution of Which on behalf of the corporation under its seal is <br />duly authorized;. and (d) perform such additional duties as from time to time may be assigned by the <br />president or by the Board ofTrost;,es. <br /> <br />. <br /> <br />5,6 The Treasurer. The treasurer shall giVe a bond for the faithful discharge of duties in such <br />sum and with such surety or sureties as the Board of Trustees shall determiue, The treasurer shall: (a) ex <br />officio, chair the Budget and Audit Committees; (b) have charge aud custody of and be responsible for all <br />funds and securities of the corporation, receive and give .receipts for moneys due and payable to the <br />corporation from any source whatsoever, and deposit an such moneys in the name of the corporation in <br />such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of <br /> <br />. <br /> <br />
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