OFFICERS AND AGENTS
5.1 Numbers and Qualification
The officers of the corporation shall be a president, treasurer, clerk and such other officers, if any, as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director. The clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.
5.2 Election
The president, treasurer and clerk shall be elected annually by the directors at the annual meeting. Other officers, if any, may be elected by the directors at any time.
5.3 Term
The president, treasurer and clerk shall each hold office until the next annual meeting and until his successor is chosen and qualified. Each other officer shall hold office until the next annual meeting unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors.
5.4 Chairman of the Board of Directors
If a chairman of the board of directors is elected, he shall preside at all meetings at which he is present, except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.
5.5 President and Vice President
Unless the directors otherwise specify, the president of the corporation shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The vice president, or first vice president if there are more than one, shall have all the powers and duties of the president during the absence of the president or in the event of his inability to act. Vice presidents, if any, shall have such other duties and powers, as the directors shall determine.
5.6 Treasurer
The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he shall keep full and accurate records thereof. He shall also prepare or oversee all reports and filings required by the commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. He shall have such other duties and powers as designated by the directors or the president.
5.7 Clerk
The clerk shall record and maintain records of all proceedings of the directors in books kept for that purpose, which shall be kept within the commonwealth at the principal office of the corporation or at the office of its clerk or of its resident agent. Such books
shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and By-laws and names of all directors and the address of each. If the clerk is absent from any meeting of directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
5.8 Resignations
Any officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, the clerk or to the corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
5.9 Removals
An officer may be removed with or without cause by the vote of a majority of the directors. An officer may be removed for cause only after reasonable notice and opportunity to be heard before the board.
5.10 Vacancies
The directors shall elect a successor if the office of the president, treasurer or clerk becomes vacant and may elect a successor if any other office becomes vacant. Each such successor shall hold office for the unexpired term and in the case of the president, treasurer and clerk until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified.