The Altshuller Institute

for TRIZ Studies

ARTICLE IX

RESIGNATIONS, REMOVALS, AND VACANCIES

 

Section 1 – Resignations

Any Director or Officer may resign at any time by delivering their resignation in writing to the President or the Clerk or to a meeting of the Directors. Such resignation shall take effect at such time as is specified therein, or if no time is so specified then upon delivery thereof.

 

Section 2 – Removals

 

Any Officer of Director may be removed with or without cause by a two-thirds (2/3) vote of the

Board of Directors. If cause is assigned for removal of any Director or Officer, such Director or Officer may be removed only after a reasonable notice and opportunity to be heard before the body proposing to remove him.

The Directors, by majority vote, may terminate or modify the authority of any employee.

Except as the Directors may otherwise determine, no Director or Officer who resigns or is removed shall have any right to any compensation as Director or Officer for any period following his resignation or removal. Nor will such Director or Officer have any right to damages on account of such removal whether his compensation be by the month or by the year or otherwise, provided. However, the foregoing provision shall not prevent such Director or Officer from obtaining damages for breach of any contract of employment legally binding upon the Corporation.

Section 3 – Vacancies

 

Any vacancy in the Board of Directors my be filled by the President subject to the approval by a vote of a majority of the Directors then in office, or in the absence of such election by the Directors, by the Members at a meeting called for that purpose.

If the office of the President shall become vacant, the Vice-President shall immediately succeed thereto and serve for the remainder of the term. Of the office of the Vice-President, Treasurer or Clerk becomes vacant; the President shall appoint a Vice-President, Treasurer or Clerk to succeed subject to the approval of a majority of the Directors at the next meeting of the Directors.

In the event there is neither a President nor Vice-President to serve, then said Officers shall be elected by the Directors.

Each such successor shall hold office for the un-expired term of his predecessor and until his successor shall be elected or appointed and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.