GVHR » Topics » ARTICLE VI. OFFICERS

This excerpt taken from the GVHR 8-K filed Feb 22, 2005.

ARTICLE VI. OFFICERS

        6.1     Number, Titles, Term of Office. The officers of the Corporation shall be a Chairman of the Board, a President, a Secretary, and such other officers as the Board of Directors may from time to time elect or appoint, including, without limitation, a Vice-Chairman of the Board, a Chief Executive Officer, Chief Financial Officer, one or more Vice Presidents (with each Vice President to have such descriptive title, if any, as the Board of Directors shall determine), a Secretary, one or more Assistant Secretaries, and a Treasurer and one or more Assistant Treasurers. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any two (2) or more offices may be held by the same person. None of the officers need be a shareholder or a director of the Corporation or a resident of the State of Florida.

        6.2     Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

        6.3     Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation, removal, or otherwise) may be filled by the Board of Directors.

        6.4     Authority. officers shall have such authority and perform such duties in the management of the Corporation as are provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

        6.5     Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the Board of Directors or any committee thereof; provided, however, that the Board of Directors may delegate the power to determine the compensation of any officer and agent (other than the officer to whom such power is delegated) to any other officer of the Corporation.

        6.6     Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall exercise such powers and perform such other duties as shall be determined from time to time by the Board of Directors.

        6.7     Vice-Chairman. The Vice-Chairman shall, in the absence or disability of the Chairman, exercise the powers and perform the duties of the Chairman and shall exercise such powers and perform such other duties as shall be determined from time to time by the Board of Directors.

        6.8     Chief Executive Officer. The Chief Executive Officer shall report directly to the Board of Directors and shall have general supervision and direction over the business and management of the Corporation, subject to the control of the Board of Directors. The Chief Executive Officer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Committee, the Board of Directors or these Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed, and, in general, shall perform all duties incident to the office of the Chief Executive Officer and such other duties as from time to time may be assigned to him or her by the Board of Directors or by these Bylaws. In the event that the Board of Directors appoints more than one person to occupy the position of Chief Executive Officer, the term “Chief Executive Officer” shall refer to each of the Co-Chief Executive Officers so appointed.

        6.9     President. The President shall assist the Chief Executive Officer in the management of and supervision and direction over the business and affairs of the Corporation, subject, however, to the direction of the Chief Executive Officer and the control of the Board of Directors. The President may, in the absence of the Chairman, the Vice-Chairman and the Chief Executive Officer, as the case may be, preside, if present, at each meeting of the shareholders and of the Board of Directors. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed and, in general, shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him or her by the Board of Directors, by these Bylaws or by the Chief Executive Officer.

        6.10     Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Corporation, and shall render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition and results of operation of the Corporation; shall make, sign and file financial, tax and similar reports to any state, federal or municipal government, agency or department, or any self-regulatory organization; shall provide for the continuous review of all accounts and reports; and shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors, by these Bylaws or the Chief Executive Officer or President.

        6.11     Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to such Vice President or by the Board of Directors or by the Chief Executive Officer or the President and shall perform such other duties as may be prescribed in these Bylaws.

        6.12     Secretary; Assistant Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the shareholders and shall record all the proceedings of the meetings of the Board of Directors and of the shareholders in a minute book to be kept for that purpose, and shall perform like duties for committees of the Board of Directors, when required or requested. The Secretary or an Assistant Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors and of the shareholders and shall perform such other duties as may be prescribed by the Board of Directors or by the Chief Executive Officer, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to impress the same on any instrument requiring it, and when so impressed the seal may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to impress the seal of the Corporation and to attest the same by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the Chairman, the Vice-Chairman, the Chief Executive Officer, the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Corporation relating to its organization and management, shall see that the reports, statements and other documents required by statute are properly kept and filed and, in general, shall perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Board of Directors, by these Bylaws, by the Chief Executive Officer or by the President.

        6.13     Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors; against proper documentation, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined by the Board of Directors and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter or cause to be entered in books or other records maintained for such purpose full and adequate accounting of all moneys received or paid for the account of the Corporation; have the right to require from time to time reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the Chairman, the Vice-Chairman, the Chief Executive Officer, the President or the Board of Directors, whenever the Chairman, the Vice-Chairman, the Chief Executive Officer, the President or the Board of Directors shall require the Treasurer so to do, an accounting of the financial condition of the Corporation and of all financial transactions of the Corporation; exhibit at all reasonable times the records and books of account to any of the directors upon application at the office of the Corporation where such records and books are kept; disburse the funds of the Corporation as ordered by the Board of Directors; and, in general, perform all duties incident to the office of Treasurer of a corporation and such other duties as may from time to time be assigned to the Treasurer by the Board of Directors, by these Bylaws or by the Chief Executive Officer or by the President.

        6.14     Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board of Directors, by these Bylaws, by the Chief Executive Officer or by the President.

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