EditARTICLE 4 OFFICERS AND THEIR DUTIES
4.1 Enumeration of Officers. The principal officers of the Association shall be the president, vice-president, the secretary, and the treasurer. The Board of Directors may create such other offices as the affairs of the Association may require. All officers shall be elected by the Board of Directors. The President must be a member of the Board of Directors. Any other officers may, but need not, be members of the Board of Directors.
4.2 Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
4.3 Term. The officers of the Association shall be elected annually by the Board of Directors and each shall hold office for one (1) year, unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
4.4 Resignation and Removal. Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.5 Vacancies. A vacancy in any office may be filled by appointment by the Board of Directors. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
4.6 Multiple Offices. Any two or more offices may be held by the same person.
4.7 Powers and Duties. The powers and duties of the officers shall be as follows:
(A) President. The President shall be the chief executive officer of the Association; shall preside at all meetings of the Board of Directors or the Members; shall see that orders and resolutions of the Board of Directors are carried into effect; shall sign checks and promissory notes of the Association; shall have the right, along with the Treasurer, to deposit monies in bank accounts of the Association; and shall generally manage the business of the Association. The duties of the President specified herein may, to the extent permitted by Section 3.12(B) of these Bylaws and/or applicable law, be delegated to a Managing Agent.
(B) Vice-President The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board of Directors.
(C) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; shall keep the corporate seal of the Association and affix it on all papers requiring said seal; shall serve notice of meetings of the Board of Directors and of the Members; shall keep appropriate current records showing the Members of the Association together with their addresses; and shall perform such other duties as required by the Board of Directors.
(D) Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign checks and promissory notes of the Association; shall keep proper books of account; shall prepare an annual budget and a statement of income and expenditures to be presented to the Members at the regular annual meeting, and deliver a copy of each to the Members; and, in general, perform all the duties incident to the office of Treasurer. The duties of the Treasurer specified herein may, to the extent permitted by Section 3.12(B) of these Bylaws and/or applicable law, be delegated to a Managing Agent.
4.8 Officers Authorized to Execute Amendments to Declaration. Any amendments to the Declaration, including the Plat, which are required by the Declaration to be executed by the Association, may be executed by either the President or Vice-President of the Association.
4.9 Compensation/Conflicts of Interest. No officer shall receive compensation for any service he may render to the Association which is within his duties as an officer. However, any officer may be reimbursed for his actual expenses incurred in the performance of his duties. An officer may receive compensation for services rendered to the Association which are outside his duties as an officer if the payment of such compensation is approved by the Board. Any director with a "conflict of interest" as determined by the most strict interpretation of the "director conflict of interest provisions" of the Arizona Nonprofit Corporation Act and $33-1 81 1 of Arizona's Planned Communities statutes, as amended from time to time, may not vote on any proposal to provide officer compensation and shall recuse himself from participating in any such discussions.