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<br />. <br /> <br />. <br /> <br />Section 4.5 Vacancies. Any officer may resign at any time, subject to any rights or <br />obligations under any existing contracts between the officer and the corporation, by giving <br />written notice to the president or to the board of directors. An officer's resignation shall take <br />effect at the time specified in such notice, and unless otherwise specified therein, the acceptance <br />of such resignation shall not be necessary to make it effective. A vacancy in any office, however <br />occurring, may be filled by the board of directors for the unexpired portion of the term. <br /> <br />Section 4.6 Authority and Duties of Officers. The officers of the corporation shall <br />have the authority and shall exercise the powers and perform the duties specified below and as <br />may be additionally specified by the president, the board of directors or these bylaws, except that <br />in any event each officer shall exercise such powers and perform such duties as may be required <br />bylaw. <br /> <br />(a) Chairman ofthe Board. The chairman of the board shall (i) preside <br />at all meetings of the shareholders and of any class of shareholders and of the board of directors; <br />and (ii) see that all orders and resolutions of the shareholders and of the board of directors are <br />carried into effect. <br /> <br />(b) President. The president shall, subject to the direction and <br />supervision of the board and the board of directors: (i) have general and active control of its <br />affairs and business and general supervision of its officers, agents and employees; (ii) in the <br />absence of the chairman of the board, preside at all meetings of the shareholders, of any class of <br />shareholders and of the board of directors; and (iii) see that all orders and resolutions of the board <br />of directors are carried into effect. <br /> <br />(c) Vice Presidents. The vice president or vice presidents shall assist <br />the president and shall perform such duties as may be assigned to them by the president or by the <br />board of directors. The vice president shall, at the request of the president, or in the president's <br />absence or inability or refusal to act, perform the duties of the president and when so acting shall <br />have all the powers of and be subject to all the restrictions on the president. <br /> <br />(d) Secretary. The secretary shall (i) keep the minutes of the <br />proceedings of the shareholders, the board of directors and any committees of the shareholders or <br />the board; (ii) see that all notices are duly given in accordance with the provisions of these <br />bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the <br />corporation; and (iv) keep at the corporation's registered office or principal place of business <br />within or outside Colorado a record containing the names and addresses of all shareholders. An <br />assistant secretary may be designated by the board who shall perform the duties of the secretary <br />in the absence of the secretary. <br /> <br />(e) Treasurer. The treasurer shall (i) be the principal financial officer <br />of the corporation and have the care and custody of all its funds, securities, evidences of <br />indebtedness and other personal property and deposit the same in accordance with the <br /> <br />fd0985 <br /> <br />-7- <br />