This excerpt taken from the HPQ 8-K filed Apr 5, 2005.
5.1 OFFICERS. The officers of the corporation shall consist of a chief executive officer, one or more vice presidents, a secretary and a chief financial officer who shall be elected by the board of directors and such other officers, including but not limited to a chairman of the board of directors, a chairman of the executive committee, a president and a treasurer, as the board of directors shall deem expedient, who shall be elected in such manner and hold their offices for such terms as the board of directors may prescribe. Any two of such offices may be held by the same person. The board of directors may designate one or more elected vice presidents as executive vice presidents or senior vice presidents. The board of directors may from time to time designate the chief executive officer, president or any executive vice president as the chief operating officer of the corporation.
5.2 ELECTION OF OFFICERS. In addition to officers elected by the board of directors in accordance with Sections 5.1 and 5.3, the corporation may have one or more appointed non-corporate vice presidents, who may not be executive officers for purposes of Section 16 of the 1934 Act (non-corporate vice presidents). Such non-corporate vice presidents may be appointed by the
board of directors, the chairman of the board of directors or the chief executive officer and shall have such duties as may be established by the board of directors, the chairman of the board of directors or the chief executive officer. The board of directors may designate one or more appointed non-corporate vice presidents as executive vice presidents or senior vice presidents. Non-corporate vice presidents appointed pursuant to this Section 5.2 may be removed in accordance with Section 5.4.
5.3 TERMS OF OFFICE AND COMPENSATION. The term of office and salary of each of said officers and the manner and time of the payment of such salaries shall be fixed and determined by the board of directors and may be altered by said board of directors from time to time at its pleasure, subject to the rights, if any, of said officers under any contract of employment.
5.4 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer of the corporation may be removed at the pleasure of the board of directors at any meeting or at the pleasure of any officer who may be granted such power by a resolution of the board of directors. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. If any vacancy occurs in any office of the corporation, the board of directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor is duly chosen and qualified.
5.5 CHAIRMAN OF THE BOARD. The chairman of the board of directors, if such an officer be elected, shall, if present, preside at meetings of the board of directors and stockholders; and may call meetings of the stockholders and also of the board of directors to be held, subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chairman of the board of directors may deem proper. The chairman of the board of directors shall have the power to sign certificates for shares of stock of the corporation and shall exercise and perform such other duties as may from time to time be agreed to by the board of directors. The chairman of the board of directors shall report to the board of directors.