(a) Officers of the Board. The officers of the Board shall consist of a Chair, a Vice Chair, a President and a Secretary, and such other officers as the Board may deem necessary or appropriate and as shall be stated in a resolution of the Board. The Chair shall preside at meetings of the Board. During the absence or inability to act of the Chair, or while the office of Chair is vacant, the Vice Chair shall be vested with all of the powers and shall perform all of the duties of the Chair. In the event of the absence of both the Chair and Vice Chair at any meeting of the Board, the Board may designate one of the members present as acting Chair for the purpose of presiding at such meeting. The officers of the Board shall have such other powers and duties as the Board may determine by resolution.

(b) Election of Chair and Vice Chair; Appointment of Other Officers.

(i) The Chair and Vice Chair shall be elected annually from among the members, by secret, written ballot of the members, at a meeting of the Board held prior to October 1 of each year according to procedures adopted by the Board. Such officers shall serve for a term commencing on the October 1 next following their election and ending with the succeeding September 30; provided, however, that the Chair or Vice Chair may resign as an officer prior to the expiration of his or her term by delivering written notice of resignation to the Secretary which shall specify the effective date of such resignation. The Board may remove the Chair or Vice Chair at any time by two-thirds vote of the whole Board. A vacancy in office of the Chair or Vice Chair shall be filled as soon as practicable by vote of the members and any person elected to fill a vacancy shall serve only for the remainder of his or her predecessor’s term. For purposes of this rule, the term “vacancy in office” shall include any vacancy resulting from the resignation of any person duly elected to an office prior to the commencement of his or her term.

(ii) The persons serving as President and Secretary shall be appointed by resolution of the Board.

(c) Executive and Administrative Staff. The staff of the Board shall consist of a Chief Executive Officer, a Secretary, and such other employees as the Board shall deem necessary or appropriate. The duties and responsibilities of the Chief Executive Officer shall be as prescribed by the Board. The duties and responsibilities of all other staff shall be as prescribed by the Chief Executive Officer.

(d) Attorneys, Consultants and Others. The Board may retain such attorneys, consultants and other independent contractors as the Board may deem necessary or appropriate.