The NESFA By-Laws
with Historical Annotations

Article IV: Duties of Officers

• 4.1 The President shall be the chief executive officer of the Corporation and shall have general and active management of its business. He or she shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation and shall have final authority on all matters relating to the day-to-day business of the Corporation, subject to the provisions of Section 5.3. His or her decisions shall conform to the policies set by the Executive Board and by the Membership, and he or she shall see that all orders and resolutions of the Executive Board and of the Membership are carried into effect. He or she shall preside at meetings of the Membership and of the Executive Board.
  [In all sections of this article, extensive replacement of "he" by "he or she", etc., took place in 12/79. Under the 1967-71 Constitution the President also presided at meetings of the Board of Directors, of which he or she was ex officio a non-voting member.]

• 4.2 The Vice-President shall perform the duties and exercise the powers of the President in the latter's absence or disability and shall perform such other duties as are assigned to him or her by the President. Any such assignment expires at the end of the next Annual Meeting.
  [The "disability" and "other duties" provisions were added in 3/71.]

• 4.3 The Treasurer shall be the chief financial officer of the Corporation. He or she shall have custody of the corporate funds and securities. He or she shall maintain a clear, complete, and accurate general ledger in books belonging to the Corporation reflecting the Corporation's receipts and disbursements, other than those recorded in authorized subsidiary ledgers, and the state of any authorized subsidiary ledger. He or she shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as the Executive Board may designate. He or she shall collect all funds due and owing to the Corporation and shall disburse the funds of the Corporation as directed by the Executive Board and by the Membership. He or she shall report to the Membership monthly and annually and at such other times as directed by them, and to the Executive Board at such times as directed by them, on his or her transactions as Treasurer and on the financial condition of the Corporation.
  [In 11/79 the third sentence of the above section replaced the earlier wording "... shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation." The phrase "subsidiary ledgers" refers primarily to the Boskone financial records, the rules on which were made part of the By-Laws at the same time (Section 11.4).]

• 4.4 The Clerk shall notify the Membership and the Executive Board of their respective meetings in the manner prescribed by these by-laws. He or she shall attend such meetings and shall maintain full and accurate records of the business transacted thereat. He or she shall have custody of the Corporate Seal, the Articles of Organization, and other legal papers and records of the Corporation. He or she shall be responsible for filing such reports as may be required by state and federal law. The Clerk shall affix and authenticate the Seal of the Corporation to certify the Corporation's official records or those of its Officers, Committees, Agents, or the like, or faithful copies and extracts from such records, and shall affix and authenticate the Seal of the Corporation as directed by the Membership or the Executive Board.
  [In the 3/71 By-Laws this section included a requirement that the Clerk be sworn, repealed in 2/72. The last sentence of the current section (on the Seal of the Corporation) was added in 11/79, replacing a Standing Rule adopted by the Executive Board in 5/74; cf. Section 10.7. The 1967-71 Constitution was more specific on filing reports: "filing the Annual Reports, and any other reports as requested, with the Secretary of the Commonwealth and the District Director of the Internal Revenue Service." The Clerk was then also required to "execute and deliver in behalf of the Corporation all such instruments as may be ordered ... unless their execution is otherwise provided for by vote."]

• 4.5 [Repealed 3/75: Defined the duties of the Editor; these were the same as those now assigned to the chairman of the Journal Committee (earlier "Publications Committee"), Standing Rule 1.27(1). It was decided in 1975 that the position of Editor was not sufficiently important to be included on the Executive Board. The 1967-71 Constitution specified the Editor's duties as "including, but not solely restricted to, the literary and editorial content of the Journal."]

• 4.6 The Officers shall perform such additional duties pertaining to their Offices as may be prescribed by the Executive Board or by the Membership. [3/71]