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SECTION 19. INSURANCE FOR CORPORATE AGENTS <br />The Board of Directors may adopt a resolution authorizing the purchase and maintenance of <br />insurance on behalf of any agent of the corporation (including a director, officer, employee or <br />other agent of the corporation) against any liability other than for violating provisions of law <br />relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) <br />asserted against or incurred by the agent in such capacity or arising out of the agent's status as <br />such, whether or not the corporation would have the power to indemnify the agent against such <br />liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation <br />Law. <br />ARTICLE 6 <br />OFFICERS <br />SECTION 1. NUMBER OF OFFICERS <br />The officers of the corporation shall be a President, a Vice President, a Secretary, and a Chief <br />Financial Officer who shall be designated the Treasurer. The corporation may also have, as <br />determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, <br />Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by <br />the same person except that neither the Secretary nor the Treasurer may serve as the President or <br />Chairperson of the Board. <br />SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE <br />Any member of the Board of Directors may serve as an officer of this corporation. Officers shall be <br />elected by the Board of Directors, at any time, and each officer shall hold office for a one yearterm <br />or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her <br />successor shall be elected and qualified, whichever occurs first. Officers shall be elected <br />individually each year at the Annual Nominations and Election meeting of the Board of Directors. <br />A Board member shall serve two full years prior to becoming eligible for nomination as a Board <br />officer, (except during the first two years of the creation of the corporation, this will become <br />effective in the Fall of 2015). <br />SECTION 3. SUBORDINATE OFFICERS <br />The Board of Directors may appoint such other officers or agents as it may deem desirable, and <br />such officers shall serve such terms, have such authority, and perform such duties as may be <br />prescribed from time to time by the Board of Directors. <br />San Leandro Improvement Association Bylaws 11 October 2013 <br />