Section 4.11 Compensation. Directors shall not receive compensation for their services as such; however, the reasonable expenses of Directors for attendance at meetings may be paid or reimbursed by the Corporation. Directors shall not be disqualified to receive reasonable compen- sation for services rendered to or for the benefit of the Corporation in any other capacity. ARTICLE V VOLUNTEER OFFICERS Section 5.1 Officers. The volunteer officers of the Corporation (“officers”) shall be a Chair of the Board, a Vice Chair, a Treasurer, and a Secretary, all of whom shall be Directors and Executive Members. Section 5.2 Election and Term of Office. The Nominating Committee shall nominate Directors to serve as volunteer officers. They shall be elected to serve by a majority vote of the Directors constituting a quorum. The officers of the Corporation shall serve for a term of two years or until his or her successors shall have been elected. No Director may serve more than three consecutive terms in the same volunteer officer position. All volunteer officers shall serve without pay. Section 5.3 Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time for reason, or no reason, by a vote of two-thirds (2/3) of all of the Directors who then constitute the Board. Section 5.4 Vacancies. A vacancy in any officer position because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term, after nomination by the Nominating Committee and a majority vote of the Directors constituting a quorum. Section 5.5 Chair. The Chair shall be the principal officer of the Corporation and shall in general supervise and control all of its business and affairs. (a) The Chair shall preside at all meetings of the members of the Board of Di- rectors. (b) The Chair shall sign any deeds, mortgages, bonds, contracts, or other in- struments on behalf of the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation. (c) The Chair shall see that all resolutions of the Board are carried into effect; and perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time. Section 5.6 Vice Chair. If there is a Vice Chair, and in the absence of the Chair or in the event of the inability or refusal to act of the Chair, the Vice Chair may perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be as- signed by the Chair or by the Board of Directors. 6
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