R-1984-02 - Laserfiche WebLink

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e e . . exercise the authority of the board of directors in the management of the Issuer. Each such committee shall consist of two or more persons, all of whom shall be directors. Other committees not having and exercising the authority of the board of directors in the management of the Issuer may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. SECTION 2.6. Compensation of Directors. Each director shall serve as such without compensation, but shall be reimbursed by the Issuer from legally available funds for actual expenses incurred in the performance of his duties as a director. SECTION 2.7. Corporate Records. The Issuer shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the board of directors and committees having any of the author- ity of the board of directors. All books and records of the Issuer may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times representatives of the City of La Porte, Texas will have access to the books and records of the Issuer. The City Council of the City of La Porte, Texas shall be entitled to approve all pro- grams and expenditures of the Issuer and review any financial statements of the Issuer. ARTICLE III OFFICERS SECTION 3.1. Officers. The officers of the Issuer shall be members of the board of directors and shall consist of a president, a Vice-president, a secretary, a treasurer and an assistant secretary and may also include such other officers and assistant officers as the board of directors may elect or the president may appoint at any time and from time to time. Any two or more offices may be held by the same person, except the offices of president and secretary. The board of directors shall elect the officers of the Issuer at its first meeting, and at the first meeting following each anniversary date of the initial issuance of the certificate of incorporation of the Issuer by the Secretary of State, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer shall hold office for a period of two years. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term fo~ which elected and until a successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the Issuer will be served thereby. The board of directors may require any officer thereof to give the Issuer bonds in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful -3-