Internal Operating Rules (IOR) of Reefer’s Den
ARTICLE V - EXECUTIVE COMMITTEE
Section 1. Powers and Duties of the Executive Committee (ExeCom) Paragraph 1. The Executive Committee shall be vested with the following powers and charged with the following duties:
Section 2. Vacancies on Executive Committee Paragraph 1. Unexpected vacancies that exist on the Executive Committee can be filled by appointment by the remaining members of the Executive Committee or by a general election by the members. The decision of how to fill the vacancy is at the discretion of the Executive Committee. Section 3. Term of Office of the Executive Officers Paragraph 1. All Executive Officers shall hold office for 1 year starting March 7 following their election in February. Section 4. Fees Paragraph 1. There is no compensation for acting as Executive Officers or being on a committee. This does not prohibit the Executive Committee from compensating a member or committee person for out of pocket expenses which are incurred on behalf of the group with prior authorization of the Executive Committee. Section 5. Limitations and Indemnification of Personal Liability of Officers. Paragraph 1. An officer of RD© shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or any failure to take action when acting on behalf of the corporation, unless:
Section 6. Conflict of Interest All ExeCom Officers are required to sign a Conflict of Interest statement annually. If a transaction is fair to the group at the time it is authorized, approved or ratified, the fact that an ExeCom Officer is directly or indirectly a party to the transaction is not grounds for invalidation of the transaction. The ExeCom Officer must always disclose to the Executive Committee the material facts of the personal involvement in any transaction of the group. In voting on such transactions, the interested officer shall be counted only for the purposes of determining a quorum, but the transaction must be approved or ratified by a vote of the majority of the disinterested officers. |