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By-Laws of Market Center Association, Inc.

Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX | Article X

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ARTICLE V
OFFICERS
Section 1. Election, Tenure, and Compensation. The Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, and such other Officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Association. All Officers shall be elected as per Article III Section 4 of the By-laws, except that the Board of Directors shall have the power to appoint those Officers who positions become vacant until the time of the next election. All Officers shall serve for a term of (2) two years or until his or her successor is duly elected and qualified. The President shall be a Director and the other Officers may, but need not be, Directors or Members/Licensees. Any two or more of the above offices, except those of President and Vice President, may be held by the same person, but no Officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more Officers. Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, every Officer and agent of the Association shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all Officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the Officers appointing them.

Section 2. Powers and duties of the President (Chairperson of the Board). The President shall be the Chief Executive Officer of the Association and shall have general charge and control of all its business affairs and properties. He/she shall preside at all meetings of the Members/Licensees and of the Board of Directors unless the Board of Directors shall, by a majority vote of a quorum thereof, elect a Chairperson other than the President to preside at meetings of the Board of Directors. The President may sign and execute all authorized bonds, contacts or other obligations in the name of the Association. He/she shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a member of all the standing committees. He/she shall do and perform such other duties as may, from time to time, be assigned to him/her by the Board of Directors.

Section 3. Powers and Duties of the Vice President. The Board of Directors may create the office of Vice President who may sign and execute all authorized bonds, contracts, or other obligations in the name of the Association. The Vice President shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President; the taking of any action by the Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

Section 4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Members/Licensees and Directors and all other notices required by law or by these By-Laws; in case of his/her absence or refusal or neglect to do so, any such notice may be given by any person so directed by the President, or by the Directors or Members/Licensees upon whose written requisition as provided in these By-Laws the meeting is called. The Secretary shall record all of the proceedings of the meetings of the Members/Licensees and of the Directors in books provided for that purpose and he/she shall perform such other duties as may be assigned to him/her by the Directors or the President. The Secretary shall assure that the annual report is delivered to the Commissioner as required by Article 14, Section 11-9 (d) of the Code. Prior to the annual meeting the Secretary shall cause a list of the eligible Members/Licensees to be created indicating the number of votes per Member/Licensee. When authorized by the Board of Directors or the President, he/she shall attest to or witness all instruments requiring same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.

Section 5. Treasurer. The Treasurer shall have custody of all the funds and securities of the Association, and he/she shall keep full and accurate account of receipts and disbursements in books belonging to the Association. He/she shall deposit all monies and other valuables in the name and to the credit of the Association in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He/she shall render to the President and the Board of Directors, whenever either of them so requests, and in no event less than once per fiscal year, an account of all his/her transactions as Treasurer and of the financial condition of the Association. The Treasurer shall give the Association a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Association in case of his/her death, resignation, retirement or removal from office of all books, papers, vouchers, monies, and other properties of whatever kind in his possession or under his control belonging to the Association. In general, the Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.

Section 6. Subordinate Officers. The Association may have such subordinate officers as the Board of Directors may from time to time deem advisable. Each such officer shall hold office for such period and perform such duties as the Board of Directors may prescribe

Section 7. Compensation. Officers of the Board of Directors shall receive no compensation for their services as such, but may, by resolution of the Board, be allowed reimbursement of their expenses actually and reasonably incurred on behalf of the Association.




Bylaws 2009 version 4/22/09