 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
|
correspondence and telephone conversations or polls. Therefore, if a Director fails to vote on issues or motions three (3) consecutive times or fifty percent (50%) of all issues or motions presented within a twelve-month period, this shall constitute a vacancy, unless the Board of Directors determines that extenuating circumstances prevail. 4.4 RESPONSIBILITIES The Board of Directors shall be responsible to the membership for the management and the conduct of the Organization in accordance with the Articles of Incorporation and the By-laws and the formulation of necessary policies and in so doing shall: 4.4.1 ensure that Elections are conducted according to the Election By-laws in order that Directors may be elected to the Board, 4.4.2 appoint and constitute such committees, both standing and ad hoc, as are deemed necessary, 4.4.3 authorize necessary expenditures including the rental and purchase of property and the making of contracts, 4.4.4 authorize the borrowing of money upon the credit of the Organization on checks, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable and may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favor of the Bank any property of the Organization, real or personal, movable or immovable, present or future, including book debts, unpaid calls, rights, powers, undertaking, franchises and the Organization's own debentures as security for the fulfillment of any liabilities, obligations, present or future, of the Organization to the Bank and may empower the Bank or any person or persons to sell by public or private sale, assign, transfer or convey from time to time any such property, and may sign, make, draw, endorse, execute and deliver on behalf of and in the name of the Organization all such checks, promissory notes, bills of exchange, drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, agreements to give security, assignments to give security, assignments, transfers, conveyances, hypothecate, mortgages, ledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money and other banking business of the Organization; 4.4.5 authorize any one or more Directors, officers, employees or agents of the Organization to exercise the responsibility of any of the rights, powers and authorities conferred by Article 4.4 (4.4.3 - 4.4.4); 4.4.6 authorize the signing by such Directors, officers, employees or agents as shall be determined by the Board, of all checks, bills of exchange or other orders of payment of money, notes or other evidence of indebtedness issued in the name of the Organization; |