Officers of the Institute
The officers of the Institute shall be the Chair of the Corporation, the President, the Executive Vice President and Treasurer, and the Secretary of the Corporation and such other officers as may be appointed in accordance with these Bylaws.
The members of the Corporation, by majority vote of the total number of voting members then serving other than ex officio members, taken at a duly held meeting or by the unanimous written consent of all members then serving, other than ex officio members, shall elect each of the four officers specifically named in Section 7.1. in whose office there is at the time a vacancy, subject to Sections 7.7 and 8.1 of these Bylaws.
Except for the Chair of the Corporation, the Executive Committee shall recommend the candidates to fill any vacancy that may occur in any of the offices elected by the members of the Corporation. The recommendation for these offices shall be transmitted to each member of the Corporation not later than the notice of the meeting at which election occurs. Vacancies in the position of Chair of the Corporation shall be filled in accordance with Section 15.5.6.
While the Executive Committee recommendations should have great force, the members of the Corporation are free to depart from them.
Officers elected by the members of the Corporation shall serve at the pleasure of the members.
Any officer elected by the members of the Corporation may be removed at any time, with or without cause, by the votes of a majority of the members, other than ex officio members, present at a meeting, at which a quorum is present, provided such majority includes not fewer than twenty-five members of the Corporation, or by the unanimous written consent of all voting members then serving, other than ex officio members. If the action will be taken at a meeting, the notice of the meeting must state that action on removal of an officer will be considered at the meeting.
Except for the Chair of the Corporation, subject to Sections 8.3 and 9.2 of these Bylaws, the Executive Committee may appoint, subject to the approval of the Corporation at its next regularly scheduled meeting or a special meeting called for this purpose, interim officers to fill any vacancy in the offices elected by the members of the Corporation, or to serve during any period in which the incumbent of any such office is, in the opinion of the Executive Committee, unavailable to serve in the office. Except as may be expressly limited by the Executive Committee and approved by the Corporation, any such interim officer shall serve in, and have all of the powers and duties of, the office being filled on an interim basis, until the members of the Corporation elect a new officer to fill the vacancy or until the incumbent, in the opinion of the Executive Committee, is ready to resume service in the office.
The President shall have the authority to appoint and prescribe the powers and duties of officers of the Institute other than the officers elected by the members of the Corporation. Officers appointed by the President shall be responsible to the President, subject to the authority of the President, and shall serve at the pleasure of the President. The Executive Committee may designate offices for which the President shall review with the Executive Committee, before implementation, a new appointment or significant change in powers and duties or in compensation. The President may conduct such review with the Chair of the Corporation or with the chair of the Salary Subcommittee of the Executive Committee if the interests of time require.