The Altshuller Institute

for TRIZ Studies

ARTICLE VII

OFFICERS

Section 1 – Enumeration: Qualification

The elected officers of the Corporation shall be a President, Vice President, Treasurer, Secretary (hereinafter referred to as "Clerk"), and such other officers, if any, as the Incorporator at his initial meeting, or the Members from time to time, may in their discretion elect or appoint. Any officer must be a Member of the Corporation. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. Any individual may be required by the Directors to give bond for the faithful performance of his duties in financial accountability to the Corporation in such amount and with such sureties as the Directors may determine. The premiums for required bonds will be paid for by the Corporation.

Section 2 – Election

 

The President, Vice President, Treasurer and Clerk shall be initially elected by the Incorporator(s) and shall thereafter be elected as follows: The President and Treasurer shall be elected at the First Annual Meeting and shall serve a one (1) year term. Thereafter the President and Treasurer shall serve for two (2) year terms. The Vice-President and Clerk shall be elected at the First Annual Meeting and shall serve a two (2) year term and shall be elected for succeeding two (2) year terms thereafter.

Section 3 – Powers

Subject to law, to the Articles of Organization and to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as Directors may from time to time designate.

3.1 President and Vice-President

The President shall be the chief executive officer of the Corporation, the Chairperson of the Board of Directors and shall, subject to the direction of the Board of Directors, have general supervision ad control of its business until an Executive Manager is hired. The President shall also act as Chairperson at all Board of Directors meetings; he shall be Chairperson of the Nominating Committee, he shall represent the corporation with external entities, be responsible for the development of the corporation's strategic plan, prepare a short range implementation plan and prepare a budget for the next business year.

The Vice-President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate, shall assume all responsibilities of the President in the event the President is unable to serve, assist the President in the general administration of the corporation and perform such duties and exercise such powers as assigned by the President.

3.2 Treasurer

The Treasurer shall, subject to the direction of the Board of Directors, have good charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the Corporation, except as otherwise provided. Said Treasurer shall prepare monthly and quarterly reports of funds received, bills paid and payable until a Controller is hired. The Treasurer will also insure that all Federal and State tax returns are filed in a timely fashion, review both current and proposed budgets, improve investment strategies and work with the Finance Committee.

3.3 Clerk

The Clerk shall keep a record of the meetings of the Members and Directors. The Clerk shall also maintain membership lists. In the absence of the Clerk, if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting shall perform the duties of the clerk.

3.4 Chairpersons

Chairpersons shall have responsibilities assigned to them from time to time by the Board of Directors.

Section 4 – Tenure

 

Except as otherwise provided by law, the Articles of Organization or by these Bylaws, the President, Vice-President, Treasurer, Clerk and Directors appointed by the President and Directors who are standing committee chairpersons shall hold office until the expiration of their elected/appointed term, or in each case until he/she sooner dies, resigns, is removed or becomes disqualified.