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GASSA-2018 DIRECTORY

Section 6.2. Standards

Section 6.2. Standards of Conduct for Officers. (a) An officer with discretionary authority shall discharge his or her duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and; (3) In a manner the officer believes to be in the best interests of the Association. (b) In discharging their duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (i) one or more officers or employees of the Association whom the officer reasonably believes to be reliable and competent in the matters presented; or (ii) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) An officer is not entitled to the benefit of subsection (b) of this section if the officer has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted. (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of their office in compliance with this section. (e) No officer shall be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the Association for duties other than an officer or director. (f) Current Board Members of competing Georgia Self-Storage Organizations shall not be allowed to run for or be elected to any Officer position of the Association. Section 6.3. Qualifications. The President, Past President and President Elect of the Association shall be required to be Full Members of the Association in good standing. . Section 6.4. Election and Term of Office. The officers of the Association shall each serve a one (1) year term, elected at the regular annual meeting of the Board of Directors, except the President Elect, who 50

shall be elected by the Full Members of the Association. Each officer shall hold office until their successor has been duly elected and qualified. The President Elect shall be elected in accordance with the bylaws. At the end of the President Elect’s Term of Office, the individual will move to President of the Association for a one year term of officer. Following completion of the term of office as President, the individual moves to Past President for an additional oneyear term without voting rights. Following services as past president, the member is eligible again to be nominated to serve on the Board. Section 6.5 Removal. Any officer elected may be removed by the Board of Directors, by a two-thirds (2/3) vote of the entire Board of Directors, whenever in the Board’s judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Specifically, but not in limitation of the authority given above, any Director may be removed by a two-thirds vote of the entire Board of Directors, for unexcused absences from three Board meetings. Section 6.6. Vacancies. A vacancy in any office, because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 6.7. President. The President shall be the principal executive officer of the Association and shall generally supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the Members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Association so authorized by the Board of Directors, any contracts or 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 these By-Laws or by applicable law to some other officer or agent of the Association; and, in general, the President 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. The President shall appoint all committees, temporary or permanent except those appointed by other officers who need committee assistance in fulfilling their duties. The President shall see that all books, reports and certificates required by law are properly kept or filed. The President shall be one of the officers who may sign the checks or drafts of the Association. 51