ENER » Topics » OFFICERS

This excerpt taken from the ENER 8-K filed Oct 17, 2007.

OFFICERS

4.1   Officers; Qualification. The officers of the Corporation shall consist of a President and Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer, and such other officers as the board of directors may from time to time determine, including but not limited to one or more Vice Presidents, or one or more Assistant Secretaries or Assistant Treasurers. The offices of the Corporation for which officers may be appointed shall be determined from time to time by resolution of the board of directors. No officer need be a stockholder or director of the Corporation. Any number of offices may be held simultaneously by the same person, except the offices of President and Secretary.

4.2   Appointment; Term. The board of directors shall appoint the officers of the Corporation. Each officer shall hold office for such term as may be prescribed by the board of directors and until such officer’s successor is duly chosen and qualifies, or until such officer’s earlier death, disqualification, resignation or removal.

4.3   Removal; Resignation; Vacancies. Any officer of the Corporation may be removed, with or without cause, at any time by the affirmative vote of a majority of the directors. Any officer may resign at any time upon written notice to the Corporation. An officer’s resignation shall take effect upon receipt of such notice or at any later time specified in such notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. If a vacancy occurs in any office of the Corporation, the board of directors shall have the authority to appoint a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified.

4.4   President and Chief Executive Officer. The President and Chief Executive Officer shall have the general powers and duties of supervision, management and direction over the business and affairs of the Corporation, shall be responsible for corporate policy and strategy and the active management of the business of the Corporation, shall report to the board of directors, and shall see that all orders and resolutions of the board of directors are carried into effect, all subject to the general control of the board of directors. In the absence of the Chairman, the President and Chief Executive Officer (if the President and Chief Executive Officer is a director and is not also the Chairman) shall preside at any meeting of stockholders or board of directors.

4.5   Chief Financial Officer. The Chief Financial Officer shall have the general powers and duties of supervision of the financial operations of the Corporation, shall have the custody of the corporate funds and securities, shall keep full and accurate books and accounts of the Corporation in accordance with applicable law and generally accepted accounting principles, shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as ordered by the board of directors or the President and Chief Executive Officer, shall cause the funds of the Corporation to be disbursed when such disbursements have been fully authorized, and shall render to the board of directors at its regular meetings or when the board otherwise requires an account of the Corporation. The Chief Financial Officer shall perform such other duties and have such other powers as the President and Chief Executive Officer may from time to time prescribe.



 

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Amended and Restated Bylaws

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Energy Conversion Devices, Inc.

4.6   Vice President. The Vice President, or if there be more than one, the Vice Presidents in the order determined by the board of directors (or if there be no such determination, then in the order of their appointment), shall, in the absence of the President and Chief Executive Officer for any reason, including the failure of the board of directors to appoint a President and Chief Executive Officer or in the event of such officer’s inability or refusal to act, perform the duties of the President and Chief Executive Officer and, when so acting, have all the powers of and be subject to all the restrictions upon the President and Chief Executive Officer. The Vice Presidents shall perform such other duties and have such other powers as the President and Chief Executive Officer may from time to time prescribe.

 

4.7

Secretary; Assistant Secretary.

(a)  The Secretary shall attend all meetings of the stockholders and all meetings of the board of directors, shall record all the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for standing committees of the board when required and special committees of the board upon request. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties and have such other powers as the President and Chief Executive Officer may from time to time prescribe. The Secretary shall have custody of the corporate seal of the Corporation, if any, and shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by such officer’s signature. The board of directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

(b)  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their appointment), shall, in the absence of the Secretary for any reason, including the failure of the board of directors to elect a Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and perform such other duties and have such other powers as the President and Chief Executive Officer may from time to time prescribe.

 

4.8

Treasurer; Assistant Treasurer.

(a)  The Treasurer shall, except as otherwise provided by the board of directors, the President and Chief Executive Officer or the Chief Financial Officer, have general charge of the financial affairs of the Corporation and shall cause to be kept full and accurate books of account. The Treasurer shall have such other powers as the President and Chief Executive Officer or the Chief Financial Officer may from time to time prescribe.

(b)  The Assistant Treasurer, or if there be more than one, the Assistant Treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer for any reason, including the failure of the board of directors to elect a Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and perform such other duties and have such other powers as the President and Chief Executive Officer or the Chief Financial Officer may from time to time prescribe.

4.9   Other Powers and Duties. In addition to the foregoing powers and duties, each officer of the Corporation shall have such powers and duties in the management of the business of the Corporation as may be designated from time to time by the board of directors



 

Table of Contents

 

Amended and Restated Bylaws

Page 12

Energy Conversion Devices, Inc.

and, to the extent not so provided and subject to the discretion of the board of directors, as generally pertain to such officer’s respective office.

4.10   Compensation. The compensation of all officers and agents of the Corporation and the manner and time of the payment of such compensation shall be determined by or in the manner prescribed by the board of directors. Subject to the rights, if any, of an officer under a contract of employment, such compensation may be altered by the board of directors from time to time as the board deems appropriate.

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