Article VI - Officers

Section 1. Officers

The officers of CMS4S shall consist of Council Chair (who also shall be Chair of the Council Executive Committee), immediate Past Chair, Technical Vice-Chair, Administrative Vice-Chair and Financial Vice-Chair. No officer shall hold more than one office at a time. All officers serve a 2 year term and may not be re-elected without having been out of the office for at least 1 year.

Section 2. Election and Term

Officers shall be elected by the Council at the first meeting of the Council in each calendar year. All officers must be a current member of the Council which is to take office at the beginning of the Fiscal Year. The term of office for all officers shall be for two years. Newly elected Officers shall take office on April 1st following election and serve for two years (the fiscal year of the corporation). Officers shall be elected on a rotating basis. The Chair and Administrative Vice-Chair shall be elected in even numbered years. The Financial Vice-Chair and Technical-Vice Chair shall be elected in odd numbered years.

Section 3. Vacancy

Any vacancy occurring shall be filled by the Council at a special meeting duly called for such purpose or at the annual meeting. Replacement officers shall serve for the remainder of the term for which they are chosen.

Section 4. Chair of the Council

The Chair of the CMS4S Council shall also be the Chair of the CMS4S Executive Committee, and this person shall be the Chief Executive Office of CMS4S. Subject to the control of the Council Executive Committee, the Chair shall supervise and control the management of CMS4S in accordance with these By-laws and in conjunction with the EnviroCert International, Inc. Executive Director.

Section 5. Administrative Vice-Chair

The Administrative Vice-Chair shall oversee the Administration of CMS4S and shall work closely with the Executive Director of EnviroCert International, especially in matters dealing with Ethics Committee, Marketing Committee and shall provide liaison with other supporting organizations in furtherance of CMS4S and its Registrants. The Administrative Vice-Chair shall perform the functions of a Secretary to the Council and shall keep accurate records of the acts and proceedings of all meetings of the Council and of the Council Executive Committee and shall issue all notices required by law and by these By-laws.

Section 6. Financial Vice-Chair

The Financial Vice-Chair shall function as the Treasurer of CMS4S and shall also have general charge of maintaining the corporate books and records and all funds, financial investments and securities of CMS4S. The Financial Vice-Chair and/or the Executive Director of CMS4S, Inc. shall be designated by the Council Executive Committee as the person upon whose signature or authority funds may be disbursed or transferred. The Financial Vice-Chair further shall supervise and have authority to prepare a budget, audits and to provide appropriate accounting for expenses, dues, taxes, compensation for employees, fee structures and all matters regarding the finances of CMS4S.

Section 7. Technical Vice-Chair

The Technical Vice-Chair shall oversee the technical activities of CMS4S, including without limitation the educational activities, training courses, tutorials, content of examinations, credentials for instructors, and information regarding courses, and Professional Development Units.

Section 8. Past Chair

The Past Chair shall exercise the powers of the Chair during absence or inability to act by the Chair. Within one year of assuming the position of Past Chair, such person shall prepare and present to the Council a report providing historical perspective for CMS4S of all activities during such person's tenure as Chair. The report shall also include without limitation information regarding policies, procedures, By-laws, organizational structure and legislative and regulatory languages and other significant events. The report further shall contain any suggested recommendations for any changes in any of the matters involving CMS4S that could favorably impact upon CMS4S and its Registrants.

Section 10. Removal

Any officer may be removed by the CMS4S Council or Council Executive Committee with or without cause by a majority vote of the members present when there is also a quorum present.

Section 11. Resignation

An officer may resign at any time by communicating such resignation in writing to the CMS4S Council. A resignation shall be effective when it is communicated unless the notice specifies a later effective date.

Section 12. Vacancies

Vacancies in any officer positions shall be filled by the CMS4S Council Executive Committee.

Section 13. Compensation

Because this is a non-profit corporation, no Officers may be compensated for their services rendered in their capacities as officers of CMS4S. However, officers may be reimbursed for their travel expenses incurred in connection with their attending meetings they are required to attend for official corporation matters or meetings that would be expedient for the interests of CMS4S for them to attend.