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ARTICLE V. OFFICERS Section 1. ELECTION of OFFICERS: The following officers shall be elected each calendar year on or before the first regularly scheduled meeting in February: President, First Vice -President, Second Vice -President, Secretary and Treasurer. Terms are for one-year unless re-elected. Section 2. OFFICER VACANCIES: MS 103D.315 Subd. 3: "The managers must fill vacancies occurring in the officers' positions. " Section 3. TEMPORARY APPOINTMENTS OF OFFICERS: The Board may appoint a Board member as officer pro tem if an officer is absent or disabled and action by that officer is required. Section 4. DUTIES of OFFICERS: (a) President: The President shall preside at all meetings of the Board of Managers. The President shall serve under the supervision and direction of the Board and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute all contracts or instruments requiring an officer's signature, unless otherwise directed by the Board, and shall have the general powers and duties usually vested in the office of President of the Board and shall have such other powers and perform such other duties as the Board may from time to time prescribe. (b) First Vice -President: In the absence of the President at a regularly held RCWD meeting, the First Vice -President shall preside at the meeting. The First Vice - President shall exercise and perform the authorities and duties of the President in the event of the latter's absence, death, disqualification, or incapacity until the RCWD Board of Managers elect a new President. The First Vice -President shall exercise and perform such other authorities and duties as may be prescribed or limited from time to time by the Board of Managers. (c) Second Vice -President: In the absence of the President and the First Vice - President, the Second Vice -President shall preside at any regularly held RCWD meeting. The Second Vice -President shall exercise and perform such other authorities and duties as may be prescribed or limited from time to time by the Board of Managers. (d) Secretary: The Secretary shall cause to be recorded all votes and the minutes of all proceedings of the Board of Managers and of the members in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may from time to time be prescribed by the Board or by the President. Adopted 3/11/2009 3