Proposed Article IV

 

ARTICLE IV – OFFICERS

 

SECTION 1 - Officers

 

The officers of the USCAP shall be a President, Immediate Past-President, President-Elect, Vice-President, Secretary, and Treasurer. Officers serve one-year terms, beginning on April 1st. No officers, other than the secretary and the treasurer, may serve more than one term in an office, but may be re-elected after having been out of that office for a minimum of three years.  The secretary and the treasurer are elected to a 3-year term, and are not subject to term limits.

 

SECTION 2 - President

 

The President is the chief elected officer of the USCAP and shall preside over all meetings of the Board, membership of the USCAP, and Executive Committee.  The President shall perform all duties normally incident to the office of President and such other duties as may be prescribed by the Board of Directors and shall assume the office of Immediate Past President upon the completion of his or her term.

 

SECTION 3 – President-Elect

 

The President-Elect shall, in the absence of the President or in the event of the President’s inability or refusal to act, perform the duties of the President and, when so acting, have the powers of, and be subject to the restrictions upon, the President.  The President-Elect shall perform such duties as may be prescribed by the Board of Directors or the President and shall assume the office of President upon the completion of the term of his or her predecessor.

 

SECTION 4 – Vice President

 

The Vice-President shall perform such duties as may be prescribed by the Board of Directors or the President and shall assume the office of President-Elect upon the completion of the term of his or her predecessor.

 

SECTION 5 – Immediate Past President

 

The Immediate Past President shall serve as the Chair of the Nominating Committee. 

 

SECTION 6 – Secretary

 

The Secretary shall keep in books belonging to the Corporation the permanent minutes of the meetings of the Board, the Executive Committee and membership; see that all notices are duly given in accordance with these Bylaws; be custodian of the corporate records and corporate seal, if one exists; keep a register of the names and addresses of all members; review and approve election ballots; and in general perform all such duties incident to the office of secretary and such other duties as may be assigned from time to time by the President or the Board of Directors. With Board approval, the Secretary may assign any or all of these duties to an appropriate paid staff member of the organization with the understanding that the Secretary is responsible for the accuracy of all records no matter to whom record keeping duties may be assigned.

 

SECTION 7 – Treasurer 

 

The Treasurer shall have charge of and custody of and be responsible for all funds and securities of the Corporation; assure that accounts receivable and payable are in proper order; assure that funds belonging to the Corporation are deposited in such bank or other financial institution as shall be selected by the Board of Directors; assure that proper accounting records are kept in books belonging to the Corporation, unless other provisions for accounting have been expressly approved by the Board of Directors; assure that an annual operating budget be prepared for adoption by the Board and distribution to the membership at its annual meeting; oversee all endowment, charitable and permanent funds; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.  With Board approval, the Treasurer may assign any or all of these duties to an appropriate paid staff member of the organization with the understanding that the Treasurer is responsible for the accuracy of all records no matter to whom record keeping duties may be assigned.

 

SECTION 8 – Executive Vice-President

 

As a paid staff member of the organization, the Executive Vice-President will have responsibility for all business functions of this organization and will report to the Board through the President.  He or she will be an ex officio, non-voting member of the board and all committees of this organization with the exception of such committees that may be appointed by the Board to review his or her performance.  He or she may also be excused from executive sessions of the Executive Committee or the Board of Directors by majority vote of either unit.

 

The Executive Vice President shall be responsible under the direction of the Secretary for maintaining and safekeeping all USCAP documents and records. In addition, the Executive Vice-President under the direction of the Treasurer shall be responsible for the proper receipt and disbursement of funds belonging to the Corporation. The Executive Vice-President is responsible for carrying out the business of the USCAP and for the implementation of all policies and actions adopted by the Board and the Executive Committee and shall hire, fire, and supervise all other paid employees of the organization and its subsidiary units.

 

The Executive Vice-President’s employment terms will be specified in a contractual agreement.  The appointment and the Executive Vice-President’s job performance will be reviewed by the Board annually and prior to any subsequent terms.  The Executive Vice-President may be terminated for cause as outlined in his or her contractual agreement as offered by the Board.

 

SECTION 9 - Executive Committee

 

There shall be an Executive Committee of the Board consisting of the President, President-Elect, Vice-President, Secretary, Treasurer, the most immediate past President and Executive Vice President, who will be an ex officio and non-voting member.

 

SECTION 10 - Duties of the Executive Committee

 

The Executive Committee shall act for the Board, and shall have and may exercise all of the authority, powers and rights of the Board in the interim between regular and special meetings of the Board, except that the Executive Committee shall not have authority to act for the Board with respect to the amendment of these Bylaws, the filling of vacancies in any office, the establishment or modification of the level of compensation of any officer, or the hiring and firing of the Executive Vice-President, though the Executive Committee may make recommendations to the Board on all such matters. All actions taken by the Executive Committee shall be reported at the next meeting of the Board. The Executive Committee, in addition to other duties prescribed in the twelfth section of the USCAP's Articles of Incorporation or in these Bylaws, shall recommend a budget prepared by the Treasurer to the Board.  Substantive changes to the budget may be made by the Executive Committee when needed with final ratification by the Board.