ARTICLE XIII: OFFICERS

Section 1. OFFICERS 

The officers of PICA shall be a President (who shall serve as Chief Executive Officer), a Chief Operating Officer, a Chief Financial Officer and a Vice President. PICA may also have, at the discretion of the Board, any additional officers that it deems appropriate. Any person may hold more than one office, except that no member of the Board (other than the President and the initial 10 Board of Directors as selected by the President) shall simultaneously serve as an Officer of PICA and a Board of Directors at the same time.

Section 2. ELECTION OF OFFICERS

The Officers of PICA shall be elected annually by the Board, pursuant to the recommendation of the President. In the case of the President, or the Chairman of the PICA Board each such Officer shall hold his/her office until he/she resigns, is removed, is otherwise disqualified to serve, or his/her successor is elected.

Section 3. REMOVAL OF OFFICERS

Any Officer may be removed, either with or without cause, by a two-thirds (2/3) majority vote of all the members of the Board. Should any vacancy occur as a result of death, resignation, removal, disqualification, or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such time as a successor for the office has been elected.

Section 4. PRESIDENT 

The President shall be the Chief Executive Officer (CEO) of PICA in charge of all its activities and business. All other Officers and staff shall report to the President or his/her delegate, unless stated otherwise in these Bylaws. The President shall serve as an ex officio member of the Board, and shall have all the same rights and privileges of any Board member. The President shall be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board. 

Section 5. SECRETARY

The Secretary shall keep or cause to be kept the minutes of the Board in one or more books provided for that purpose, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general shall perform all duties as from time to time may be prescribed by the President or the Board.

Section 6. CHIEF FINANCIAL OFFICER

The Chief Financial Officer (CFO) shall be the Chief Financial Officer of PICA. If required by the Board, the CFO shall give a bond for the faithful discharge of his/her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of PICA and shall keep or cause to be kept, in books belonging to PICA, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of PICA in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of PICA as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his/her transactions as CFO and of the financial condition of PICA. The CFO shall be responsible for PICA's annual budget. The CFO shall coordinate and oversee PICA's funding, including any audits or other reviews of PICA or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of PICA.

Section 7. ADDITIONAL OFFICERS

In addition to the Officers described above, any additional or assistant Officers who are elected or appointed by the Board shall perform such duties as may be assigned to them by the President or the Board,

Section 8. COMPENSATION AND EXPENSES

The compensation of any Officer of PICA shall be approved by the Board. Expenses incurred in connection with performance of their Officer duties may be reimbursed to Officers upon approval of the President (in the case of Officers other than the President), by another Officer designated by the Board (in case of the President), or the Board.

Section 9. CONFLICTS OF INTEREST 

The Board, through the Board Governance Committee, shall establish a policy requiring a statement from each Officer not less frequently than once a year setting forth all business and other affiliations that relate in any way to the business and other affiliations of PICA.