Executive and Other Committees.
By one or more resolutions, the Board of Directors may designate from among its members an Executive Committee and one ormore other committees, each of which, to the extent provided in the resolutionestablishing such committee, may exercise allthe authority of the Board, except asprohibited by statute. The delegation of authority to any Committee shall not operate torelieve the Board or any member of the Board from any responsibility imposed by law.Rules governing procedures for meetings ofany Committee of the Board shall be asestablished by the Board, or in the absence thereof, by the Committee itself and asprovided by statute.2.9
Any Director/Officer may resign at any time by giving written notice tothe Presidentor the Secretary, and acceptance of such resignation shall not be necessary tomake it effective unless the notice so provides.2.10
Any Director/Officer may be removed, with or without cause, by amajority of all Directors at any time, except as providedin Section 2.11. If said removal causesthe Board membership to beless than the minimum prescribed above, the remaining Directorsshall elect areplacement Director to fill the position.2.10.2
No Founding Director may be removed as aDirector unless byunanimous vote of allotherDirectors. This provision can only be changed by unanimous vote of all Directors.Founding Directors are those serving at the time of the First Corporate annualmeeting.2.11
A vacancy on the Board of Directors or in any Office,whether due to death, resignation, removal, disqualification, or otherwise may be filledby the remaining Directors for the unexpired term.2.12
Candidates to theYouth Journalism InternationalBoard of Directors shouldsharethe stated goals ofthe Corporationand commit themselves to promoting its growth andwell-being.All are expected to make a personally significant financial contribution annually.
Number and Qualifications.
The Officers of the Corporation shall be aPresident,a Secretary, and a Treasurer. The Board may also elect or appoint suchadministrative officers,assistant officers or agents as it may consider necessary.No person shall hold more than two of the three positions simultaneously.3.11
Diversity of Officers.
There should be a diverse group of Directors of the Corporation.3.2
Election and Term of Office.
The Officers of the Corporation shall be elected or reelectedby the Board of Directors ateach regular annual meeting. If the election of Officers shall not be held at such meeting, such election shall be held as soon as isconvenient thereafter. New offices as outlined in 3.1 above may be created, filled, ordissolved at any meeting of the Board. Each Officer shall hold office until his/hersuccessor shall have been duly elected and qualified, or until his/her earlier death,resignation, or removal.3.3
Authority and Duties of Officers.
The Officers of the Corporation shall have theauthority and shall exercise the powers and perform the duties specified below and asmay additionally be specified by thePresident, the Board of Directors, or these Bylaws,except that in any event each officer shall exercise such powers and perform such duties