P. Conflict of Interest.

When any member of the Board of Directors has a direct or indirect substantial financial interest in a matter, or where a family member of such director has such an interest, the director shall disclose such interest at the earliest opportunity, and may thereafter participate in the discussion but may not vote on such matter. Provided, this provision shall not apply where the “financial interest” of the director is only the possible impact the matter may have on the value of the director’s residence. The Board by a 60% vote of those present may augment these provisions by promulgating a conflict of interest policy. Such policy may be more (but not less) stringent than provided herein, and such policy, as modified from time to time, shall be effective as if a part of these by-laws. Board members are encouraged to refrain from voting if there is an appearance of such a conflict of interest.

Article VI: Officers

A. General: Designation of Officers, Powers, Election, Limitation on Terms, and Vacancies.

  1. Officers. The officers of the Association shall be a president, a first vice vice president, a second vice president, a secretary, a treasurer, and such other officers as the Board may specify. A person must be a regular member to be nominated, to be elected, and to serve.
  2. Additional Powers. In addition to the powers and duties set forth elsewhere in these by-laws, each officer shall have such additional powers and duties as the Board may determine by resolution.
  3. Nomination and Election. A regular member may be nominated to be an officer by petition signed by at least ten regular members, and may also be nominated by the Nominating and Elections Committee as set forth in Article VIII. The officers shall be elected by the regular members at the annual election to serve for one year terms or until their successors are duly elected, such terms to begin on the first day of June following such election.
  4. Limitations on Successive Terms. No person shall serve more than three successive terms as President or as Vice-President or as Secretary or as Treasurer, except that any officer who had been elected to fill a vacancy may thereafter be elected to serve three successive full terms. This restriction shall not prevent any person, after serving for three successive terms in one officer’s position, from immediately thereafter serving as a different officer or as a designated director or a director-at-large. The Secretary and Treasurer may serve successive terms without limitation.
  5. Vacancy. A vacancy in any office because death, resignation, removal, disqualification, or otherwise, shall, following timely recommendation of the Nominating and Elections Committee, be filled by the Board of Directors for the unexpired portion of the term.

B. President.

The President shall control and manage the property, business, and affairs of the Association, subject to the policies and directions of the Board and the members. The President shall preside at all meetings of the members and of the board of directors, and shall be an ex-officio member of all committees other than the Nominating and Elections Committee. The President’s duties may devolve upon a Vice-President as set forth in the following section.

C. First Vice President.

The Vice President shall perform such duties as may be assigned by the Board or the President. If the President is unable to perform any required duty, then the Vice President shall function in his or her stead.