ARTICLE IV. OFFICERS

Section 1. President and President-elect.
The President shall be the principal executive officer of the Club and shall supervise and conduct all of the business and affairs of the Club. The President-elect shall act as President if the President is unavailable, and shall be placed in nomination for the office of President at the conclusion of his term. Upon their election to office, they shall automatically become members of the Board of Directors and shall preside at all meetings of the members and of the Board of Directors. They may sign, with the Secretary or any other proper Officer of the Club authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or to other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Constitution and Bylaws or by statute to some other Officer or agent of the Club and in general they shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Election. The Board of Directors, after considering the recommendations of the Nominating Committee shall nominate one or more persons from the membership at large or from the Board of Directors as candidates for the office of President and President-elect. Members of the membership at large can nominate other candidates by petition signed by at least thirty (30)members in good standing and such nominations shall be accepted and placed in the ballot. Any nominee for the office of President or President-elect must be a voting member in good standing and must have served at some time as a Director or Officer for a period of at least one (1) year. The election for President and President-elect is to be conducted in conjunction with the election of directors, will follow the same timetable, and be under the same supervision as set forth under Section 2 of Article Ill. The ballot listing candidates for Directors shall list the candidates for President and President-elect with space provided for write-in votes. The candidate for President and President-elect with the greatest number of votes shall be declared the winners. In the event of a tie vote, the race will be decided by a written confidential vote by members present at the annual membership meeting. The Board of Directors shall ensure that the election is properly conducted, that petitions are properly received and reviewed and that ballots are properly prepared. Removal, The President and/or President-elect may be removed from office, with or without cause, by the affirmative vote of not less than two-thirds (2/3) of the members present and entitled to vote at a members’ meeting at which a quorum is present, provided notice of such proposed action shall have been duly given to the members in the notice of the meeting.

Section 2. Other Officers.
The Officers of the Club, other than the President and President-elect, shall be one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other Officers as may be elected in accordance with the provision of this Article. The Board of Directors may elect or appoint Officers, other than the President and President-elect, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, and such Officers to have authority and perform the duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President, President-elect and Secretary.(a) Election. The Officers of the Club, except the President and President-elect, shall be selected annually by the Board of Directors from its own membership at the regular annual meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon as thereafter may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified.(b) Removal. Any Officer elected or appointed by the Board of Directors may be removed by the affirmative vote of two-thirds (2/3) of the entire Board of Directors whenever, in its judgment, the best interests of the Club would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.

Section 3. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4. President-elect.
In the absence of the President or in the event of his/her inability or refusal to act, the President elect shall perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President.

Section 5. Vice President.
In the absence of the President and President-elect, or in the event of their inability or refusal to act, the Vice President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 6. Treasurer.
The Treasurer shall have charge and custody of and be responsible for (or with approval of the board, direct the Executive Director to handle) all funds and securities of the Club under review of the Treasurer; receive and give receipt for monies due and payable to the Club from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, building and loan associations or companies, or other depositories as shall be selected in accordance with the provisions of the Club’s Bylaws; and in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 7, Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of this Constitution or as required by law; be custodian of the corporate records and of the seal of the Club and see that the seal of the Club is affixed to all documents, keep a register of the post office addresses of each member, which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. All records may be held at the offices of the Press Club of Dallas.

Section 8. Club Employees.
The office and other facilities owned and operated by the Club shall be supervised by the Press Club Executive Director. The Executive Director reports to the President. The appointment or dismissal of the Executive Director must have the affirmative vote of two-thirds (2/3) of the members of the Board of Directors, provided notice of such proposed action shall have been duly given to Board members prior to the meeting at which the appointment or dismissal of the Executive Director shall be considered. The Executive Director’s duties and compensation shall be fixed by the Directors from time to time. The Executive Director shall have the general authority to:
(A) Recommend to the President the employment or appointment of such employees and agents of the Club as the proper conduct of operations may require, and supervise and manage such employees and agents of the Club in the discharge of their duties.
(B) Determine the compensation of such employees and agents within the guidelines set by the Board of Directors.
(C) Remove or suspend any employee or agent.
(D) Execute contracts for and by the Club to the extent authorized by the Board of Directors.
(E) Supervise events sponsored by the Club.
(F) Handle payment of bills, deposit of funds, writing of checks, with the approval and monthly review of the Treasurer or President, as is established by a majority vote of the Board of Directors.