MUIRFIELD VILLAGE BY-LAWS - ARTICLE 3

Article 3 - Officers

§3.1. Number and Titles
§3.2. Election, Terms of Office, Qualifications, and Compensation
§3.3. Additional Officers, Agents, Etc.
§3.4. Removal
§3.5. Resignations
§3.6. Vacancies
§3.7 Powers, Authority, and Duties of Officers
§3.8. The President
§3.9. The Vice Presidents
§3.10. The Treasurer
§3.11. The Assistant Treasurers
§3.12. The Secretary
§3.13. The Assistant Secretaries

§3.1. Number and Titles. The officers of MA shall be a president, one or more vice presidents, if needed, a treasurer, one or more assistant treasurers, if needed, a secretary, and one or more assistant secretaries, if needed. If there is more than one vice president, the board may, in its discretion, establish designations for the vice presidencies so as to distinguish them as to their functions or their order. Any person may hold two or more offices and perform the duties thereof, except that no person may be a vice president, secretary or assistant secretary while he is president, and no person may at the same time be treasurer and an assistant treasurer or secretary and an assistant secretary. If one person is elected to the offices of secretary and treasurer, he shall be known as the secretary-treasurer, and all of the duties and authority assigned to, and all of the references made to, both the secretary and treasurer in these regulations shall apply to the secretary-treasurer. The board of trustees shall have the discretion to determine from time to time the number of vice presidents that MA shall have, whether or not assistant treasurers and assistant secretaries are needed, and, if so, the number of assistant treasurers and assistant secretaries MA shall have.

§3.2. Election, Terms of Office, Qualifications, and Compensation. The officers, none of whom need be members of MA, shall be elected by the board of trustees and shall hold office for a term of one year and until their successors are elected and qualified or, if interim officers are elected, until their successors are elected and qualified. The board of trustees shall hold annual elections of officers. The qualifications of all officers shall be such as the board of trustees may establish. The board of trustees shall fix the compensation, if any, of each officer.

§3.3. Additional Officers, Agents, Etc. In addition to the officers mentioned in §3.1, MA may have such other officers, agents, and committees as the board of trustees may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, have such authority, and perform such duties as may be provided in these regulations, or as may, from time to time, be determined by the board. The board of trustees may delegate to any officer or committee the power to appoint any subordinate officers, agents, or committees. In the absence of any officer, or for any other reason the board of trustees may deem sufficient, the board of trustees may delegate, for the time being, the powers and duties, or any of them, of such officer to any other officer, or to any trustee.

§3.4. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of two-thirds of the members of the board of trustees present at any meeting, the notices (or waivers of notices) of which shall have specified that such removal action was to be considered. Any officer appointed by power of appointment may be removed, either with or without cause, by the committee or officer (including successors) who made the appointment, or by any committee or officer upon whom such power of removal may be conferred by the board of trustees.

§3.5. Resignations. Any officer, except one serving under a contract of employment which does not permit such resignation, may resign at any time by giving written notice to the board of trustees, the president, or the secretary. Any such resignation shall take effect at the time specified therein and the acceptance of such resignation shall not be necessary to make it effective.

§3.6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled in the manner prescribed for regular appointments or elections to such office.

§3.7 Powers, Authority, and Duties of Officers. Officers shall have the powers and authority conferred and the duties prescribed by law, in addition to those specified or provided for in the other sections of this Article 3.

§3.8. The President. Subject to the control of the board of trustees, the president shall have and exercise general supervision over the conduct of MA’s affairs and over its other officers; employ, direct, fix the compensation of, discipline, and discharge its personnel; employ agents, managers, professional advisers and consultants; and perform all other functions necessary and appropriate to accomplish the proper management of the affairs of MA. He may sign, execute, and deliver in the name of MA all deeds, mortgages, bonds, contracts, and other instruments either when specially authorized by the board of trustees or when required or deemed necessary or advisable by him in the ordinary conduct of MA’s normal operations, except in cases where the signing and execution thereof shall be expressly delegated by these regulations or by the board to some other officer or agent of MA or shall be required by law or otherwise to be signed or executed by some other officer or agent. He may cause the seal of MA, if any, to be fixed to any instrument. He shall, in general, perform all duties incident to the office of the president and such other duties as from time to time may be assigned to him by the board of trustees.

§3.9. The Vice Presidents. The vice presidents, if any, shall perform such duties as may be assigned to them, individually or collectively, by the board of trustees or by the president. In the absence or disability of the president, one or more of the vice presidents, as designated by the president or the board of trustees, may perform such duties of the president as the president or the board of trustees may designate.

§3.10. The Treasurer. If required by the board of trustees, the treasurer shall give bond for the faithful discharge of his duties in such penal sum and with such sureties as the board of trustees shall determine. He shall:

(a) Have the right to require from time to time reports or statements giving such information as he may desire with respect to any and all financial transactions of MA from the officers, employees, or agents transacting the same;

(b) Keep or cause to be kept, at the principal office or at such other office or offices of MA as the board of trustees shall from time to time designate, correct records of the moneys, affairs, and transactions of MA, and exhibit those records to any trustee of MA upon application at such office;

(c) Render or cause to be rendered to the board of trustees or to the president whenever requested an account of MA’s financial affairs and of all his transactions as treasurer; and

(d) As soon as practicable after the close of each fiscal year, prepare or cause to be prepared in conformity with generally accepted accounting principles a financial report, which financial report shall include a balance sheet containing a summary of MA’s assets and liabilities and the equity of the members as of the end of such fiscal year and a statement of operations for such fiscal year. Such report shall be certified by a public accountant and submitted to the board of trustees, and one copy thereof shall be mailed or delivered to each living unit in Muirfield Village known by the treasurer to be occupied. (As amended 8-4-77).

The treasurer shall have the authority, with the approval of the board of trustees, to employ a firm of Certified Public Accountants to prepare, or assist in the preparation of, any and all reports required to be made by the treasurer.

§3.11 The Assistant Treasurers. The assistant treasurers, if any, shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of trustees, by the president, or by the treasurer. In the absence or disability of the treasurer, one or more of the assistant treasurers may perform such duties of the treasurer as the treasurer, the president, or the board of trustees may designate.

§3.12 The Secretary. The secretary shall:

(a) Keep the minutes of all meetings of the members and of the board of trustees in one or more books provided for that purpose;

(b) See that all notices are duly given in accordance with these regulations or as required by law; and

(c) In general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the board of trustees or the president.

§3.13 The Assistant Secretaries. The assistant secretaries if any, shall perform such duties as from time to time may be assigned to them, individually or collectively, by the board of trustees, by the president, or by the secretary. In the absence or disability of the secretary, one or more of the assistant secretaries may perform such duties of the secretary as the secretary, the president, or the board of trustees may designate.