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t r BYLAWS - HOMELESS ASSISTANCE CENTER , INC February , 2003 5.7 FIRST VICE PRESIDENT The First Vice President of the Board of Directors shall perform the duties of the President in the President's absence or at the President's direction. Unless otherwise specified in the Bylaws, the First Vice President shall appoint the Chairpersons of all Standing Committees and shall be the Chairperson of the Nominating Committee . 5.8 SECOND VICE PRESIDENT The Second Vice President of the Board of Directors shall perform the duties of the President in the absence of the President and the First Vice President or at their direction . The Second Vice President shall act as the liaison between the Advisory Board and the Board of Directors . 5.9 SECRETARY The Secretary of the Board of Directors shall give notice of all meeting of the members and the Board of Directors, except as otherwise provided, and shall keep and attest true records of all proceedings . In the Secretary's absence from any such meeting, the Assistant Secretary, if any, or a chosen temporary Secretary shall record the proceedings . The Secretary shall have dominion and control over the Corporate Book, including Articles of Incorporation, Bylaws and approved minutes of all proceedings . The Secretary shall have charge of the Corporate Seal and shall have authority to attest any and all instruments or writings to which the same may be affixed, and shall generally perform all the duties normally associated with the office of Secretary of a corporation . The Secretary shall distribute minutes of each meeting to all Board members at least seven (7) days prior to the next subsequent Regular Meeting and, following approval of said minutes at the next subsequent meeting, shall retain said minutes in the Corporate Book . 5. 10 TREASURER The Treasurer of the Board of Directors shall have the care and custody of all funds, securities and assets of the Corporation. The Treasurer shall keep all books of account relating to the Corporation's business and shall render a statement of the Corporation's financial condition at each Regular Meeting of the Board of Directors and at each Annual Meeting . The Treasurer shall review, on a weekly basis, a summary report of all expenses paid by the Executive Director on behalf of the Corporation . The Treasurer shall ensure that no funds are issued without proper receipts . The Treasurer shall be the Chairperson of the Finance & Development Committee . 5. 11 ADMINISTRATIVE OFFICERS The Administrative Officers of the Board of Directors shall include an Executive Director. The Corporation may, at the discretion of the Board of Directors, have additional Administrative Officers including, but not limited to, one or more additional Assistant Directors . 5. 11 . 1 EXECUTIVE DIRECTOR The position of Executive Director shall be filled by a majority vote of the Board of Directors . The Corporation's Executive Committee shall have the responsibility of creating the Executive Director's position description, which shall be subject to the approval of the Board of Directors . The Executive Director shall report to the Board of Directors as a whole, and shall be subject to an annual performance evaluation by the Executive Committee . The Executive Director shall be responsible for the day-to- day operation of the Corporation and shall make recommendations and provide a monthly report to the Board of Directors regarding the operation of the Corporation . The Executive Director shall be an advisor to the Board of Directors and not a member of the Board . 6