Description of officer and director duties

From the Bylaws Draft:

Article IV: The Officers

Section 1: Role, Number, Qualification, Term and Compensation

There shall be four officers consisting of a President, Vice President, Secretary, and Treasurer. Each officer must be a voting member and each officer shall serve from the time of their election until their successor is elected and qualifies. No officer may serve more than 3 consecutive terms. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.

Section 2: Duties of the President

The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.

Section 3: Duties of the Vice President

The Vice President shall be primarily responsible for the information systems and communication processes of the corporation, coordinate the teams that manage and design those systems, draft policies and procedures for information system use, ensure effective communication and information exchange within the corporation, and serving all other duties of a Vice President as required by law or custom, including acting when the President is unable or unwilling to act. The Vice President shall assist the President in organizing meetings of the membership. He or she is responsible for enforcing the rules of meeting procedure as detailed in this document. The Vice President is also responsible for providing notice of all meetings of the members and of the board of directors, pursuant to these bylaws.

Section 4: Duties of the Secretary

The Secretary shall be responsible for membership records including membership and board meeting actions and petitions, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, and serving all other duties of a Secretary as required by law or custom.

Section 5: Duties of the Treasurer

The Treasurer shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fund raising plans, make financial information available to members and the public, address members who do not pay dues in a timely fashion, and serve all other duties of a Treasurer as required by law or custom.

Section 6: Duties of the Officers as whole to provide an Annual Report

The Officers must prepare an annual report to be distributed at the annual meeting. The report should chronicle the activities of the corporation, including specific narratives on the corporation's work, the corporation's annual financial statements, relevant legal filings, and relevant copies of the organization's district and federal tax returns.

Section 7: Officers are Directors

The Officers shall also serve as bona-fide directors on the Board of Directors. Election, resignation, removal and vacancies of the Officers are handled in accordance with procedures laid out in Article V.

Article V: The Board of Directors

Section 1: Role, Size, Term and Compensation

Directors are responsible for conducting the business of the corporation in the interests of and as directed by members according to Article III, Section 6. The board of directors shall consist of the four Officers as defined in Article IV and one (1) at-large director, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each director shall serve from the time of their election until their successor is elected and qualifies. A voting member may serve up to three (3) consecutive terms as a director after which that member is ineligible to serve as a director for at least one (1) year starting at the end of their third (3rd) term previous. No director may be compensated for their service as a director, though the corporation may provide insurance and indemnity for directors as allowed by law.