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supervision of the affairs of The CCH and shall perform such duties as may be designated or assigned from time to time by the Board of Directors. Section 4.Secretary.The Secretary shall be responsible for keeping minutes of all meetings of the Board of Directors and The CCW issuing all notices of The CCH,and for maintaining all records except for financial records.In the absence of the Chairperson,the Secretary will officiate as Chairperson. Section 5.Treasurer,The Treasurer shall be responsible for all funds and financial records of The CCW, subject to such regulations as may be imposed by the Board of Directors and in accordance with the policies and procedures of The CCH.in the absence of the President and Secretary,the Treasurer will officiate as Chairperson and appoint an interim Secretary. Section 6.Removal.CCH officers may be removed from office by vote of a majority of the Board of Directors. Section 7.Compensation.CCH officers shall receive no compensation for their duties or services as officers except for out-of-pocket expenses. Section 8.Vacancies.The Board of Directors may appoint a person to fill any vacancy among the elective officers.A person so appointed shall serve only until the next annual meeting,but shall be eligible for nomination and election for the remainder,if any,of the term thereafter. Section 9.Meetings without Officers.In the event all officers are absent the remaining Directors shall appoint an interim Chairperson and Secretary from the quorum. Article VII Powers and Duties of the Board of Directors 1. The powers and duties of the Board of Directors shall be: 2. To adopt long-range and annual operating plans and budgets of the CCH. 3. To select projects from among those identified which shall be target areas for protection. 4. To select those projects which will require fund raising for their protection by The CCM and to provide leadership for project fund raising. 5. To assess and recommend ownership and stewardship responsibility for individual projects initiated and completed by The CCH. 6. To assume appropriate stewardship for all projects retained and managed by The CCH. 7. To review the status of those projects transferred to other private conservation organizations. 8. To ensure that funds are raised for annual operating expenses of The CCH. 9. To further speleological education programs in the State of Hawaii. 10. To perform other duties as may be required to implement the annual operating plans of the CCH. Article VIII Fiscal Year The Fiscal year of the CCH shall be established by the Board of Directors. Article IX The conduct of meetings shall be governed Robert's Rules of Order as revised unless such procedures are contrary to the procedures outlined by these Bylaws,in which case these Bylaws shall govern. Article X Amendments These Bylaws may be amended at any meeting of the Board of Directors by a majority vote.