A. Enumeration of Officers. The officers of the Federation shall consist of a President, a President-elect, and a Treasurer, and may include such other officers as may be deemed necessary, each of whom shall be elected by the Board of Directors in accordance with these bylaws. They shall also serve as the officers of the Board of Directors.
B. Election of Officers. The membership of the Board of Directors shall elect all of the officers of the Federation
C. Removal of Officers, Agents, and Employees. All officers, agents, and employees of the Federation shall be subject to removal at any time, with or without cause, by the Board of Directors. At its discretion, the Board of Directors may leave unfulfilled, for such periods as it may deem proper, any office except that of President, President-elect, and Treasurer.
D. Eligibility of Officers. No two or more offices of the Federation may be held concurrently by the same person. Members of the Board of Directors and persons not members of the Board of Directors shall be eligible for election to any office of thee Federation.
E. Vacancies. Vacancies among any of the offices of the Federation occurring as the result of resignation or other cause shall be filled for the balance of the term by the Board of Directors, either at the annual meeting or, in the case of an emergency, by written ballot delivered via US mail or electronically, except for the office of President, for which Section G of this Article shall apply. Persons so elected shall serve out the unexpired term of the officerre placed.
F. President. The President shall have the power to sign all certificates, contracts, and other instruments of the Federation authorized by the Board of Directors. The President shall have all powers and shall perform all duties commonly incident to and vested in the office of president of a corporation, including but not limited to being the chief executive officer of the Federation, determining the time and place of the annual meeting and preparation of the agenda thereof (subject to these bylaws), presiding at all meetings of the Board of Directors, and having general charge and supervision of the business of the Federation. The President shall also perform such other duties as the Board of Directors may from time to time designate. The President shall serve for two years and shall not be eligible for election as President-elect for the two years following the completion of the term.
G. President-elect. The Board of Directors shall elect a President-elect by an affirmative vote of a majority of the members present and voting at the annual meeting, for a term of two years. The President-elect shall perform the duties and have the powers of the President during the absence or disability of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time designate. The President-elect shall succeed to the office of the President at the conclusion of his/her term as President-elect , or at such other time as the office of President may become vacant.
H. Treasurer. The Board of Directors shall elect a Treasurer, who shall be elected by an affirmative vote of a majority of the members present and voting at the annual meeting preceding the beginning of her/his term. The term of office shall be three years, and she/he shall be eligible for re-election for one successive term. The Treasurer shall:
- have care and custody of the funds of the Federation, except for the retained earnings on deposit with the business office of the MLJ;
- prepare for the approval of the Board of Directors an annual budget in consultation with the Executive Committee and the MLJ Editor, and submit such budget for approval of the Board of Directors at the annual meeting;
- have and exercise under the supervision of the Executive Committee, the powers and primary responsibility for conducting the financial affairs of the Federation;
- receive from time to time from the business office of the MLJ any surplus of operating receipts from publication of the MLJ due to the Federation;
- deposit all funds of the Federation in such depositories as may be designated by the Board of Directors in accordance with Article IV, Section E, hereof;
- endorse for deposit or collection all checks, notes, and drafts payable to the Federation or to its order, and make drafts on behalf of the Federation. Funds needed for current operations of the Federation shall be kept in one or more checking or savings accounts; the Treasurer and the President shall each individually have the power to sign checks and make deposits and withdrawals in respect to accounts of the Federation, and to sign checks on and make withdrawals from these accounts;
- keep accurate books of account of the Federation’s transactions. These books shall be the property of the Federation and shall be subject at all times to the inspection and control of the Board of Directors.
Funds in excess of those needed in the current operations of the Federation shall be known as reserve funds and shall be in the custody of the Treasurer. Such reserve funds shall be invested
- in such investments as are legal for trust funds in the District of Columbia and/or
- in such other types of investments as the Board of Directors may authorize from time to time by resolution adopted at one annual meeting. The reserve funds shall be invested within guidelines as described above by the Investments Committee, which shall be constituted as stated in Article VIII, Section C, hereof.
The Treasurer shall have all powers and shall perform all duties commonly incident to and vested in the office of Treasurer of a corporation, and shall also have such other duties as the Board of Directors may from time to time designate. The necessary expenses of the Federation shall be paid by the Treasurer out of the operating funds of the Federation in his/her possession. Allocation of funds for the support of programs of the Federation shall be made only after specific authorization for each allocation has been voted by the Board of Directors. The accounts of the Treasurer shall be audited by a certified public accountant employed for such purpose at least once every three years and upon change of Treasurer. The Treasurer shall submit an audited statement of the financial affairs of the Federation at the first meeting of the Board of Directors following such audit.
I. Delegation of Powers. In of absence of any officers of the Federation or for any other reason that may appear sufficient to the Board of Directors, the Board of Directors may delegate the powers and duties of any such officer for the temporary period as required to any other officer or to any other individual, except that the powers and duties of the President may not be delegated to the Treasurer or vice versa.