AMERICAN MULE ASSOCIATION
A California Nonprofit Corporation
As Amended January 1, 2016
Section 1. Officers – The officers of the corporation shall be a president, a vice-president, a secretary, and a chief or financial officer known as a treasurer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the board, one or more additional vice-presidents, one or more assistant secretaries, one or more assistant financial officers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices. Any vice-president, assistant treasurer or assistant secretary, respectively, may exercise any of the powers of the president, the treasurer or secretary in their respective absences and shall perform such other duties as are imposed upon him by the Board of Directors.
Section 2. Qualifications, Election and Term of Office – The officers shall be chosen annually by the Board of Directors. Such election shall take place annually at the first regular meeting of the board. Each elected officer shall take office immediately following said election by the board and shall serve for a term of one year (Performance Chairman shall serve two years) or until his successor is duly elected and qualified. All officers shall be chosen from the association’s Board of Directors except the secretary.
Section 3. Subordinate Officers. Etc. – The Board of Directors may appoint such other officers as the business of the corporation may require each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may, from time to time, determine.
Section 4. Removal and Resignation – Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at anytime by giving written notice to the Board of Directors or to the president or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies – A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
Section 6. Chairman of the Board – The chairman of the board, if there shall be such an officer, shall if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by the Bylaws.
Section 7. President – Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation. He shall preside at all meetings of the members and, in the absence of the chairman of the board or if there is none, at all meetings of the Board of Directors. He shall be ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or Bylaws.
Section 8. Vice-President – In the absence or disability of the president, the vice-presidents, in order of their ranks as fixed by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or by the Bylaws.
Section 9. Secretary – The secretary shall keep or cause to be kept, at the principal office or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, The number of members present and the proceedings thereof.
The Secretary shall keep or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a membership register or a duplicate membership register, showing the names of the members and their addresses, and the type of memberships.
The secretary shall give or cause to be given notice of all the meetings of the members and of the Board of Directors required by the Bylaws to be given; and shall keep the seal of the corporation in safe custody and she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
Term of office for secretary is two(2) years. Termination of secretary may be by two-thirds majority vote of the Board of Directors with a thirty(30) day notice. Secretary may resign with a sixty(60) day notice to Board of Directors.
Section 10. Treasurer – The treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities receipts, disbursement, gains, losses, capital, surplus and memberships. The books of account shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by Board of Directors or Bylaws.