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A Not-for-Profit Corporation

Article V - OFFICERS.

Section 1 - Number, Qualification, Election and Term. The Officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other offices, as the Board may from time deem advisable. Any officer may be, but is not required to be a Director of the Corporation. Officers of the Corporation shall hold office unti1 the annual meeting of the Board. Each officer shall hold office until the annual meeting of the Board next succeeding his election and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation and Removal. Any officer may resign at any time by giving written notice of such resignation to the President or the Secretary of the Corporation or to a member of the Board. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board member or by such officer and the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board at any time.

Section 3 - Vacancies. A vacancy in any office may, at any time, be filled for the unexpired portion of the term by a majority vote of the Board.

 
 
 

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Section 4 - Duties of Officers. Officers of the Corporation shall, unless otherwise provided by the Board, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may from time to time be specifjca1ly decided by the Board. The President shall be the chief executive officer of the Corporation.

Section 5 - Compensation. The officers of the Corporation shall be entitled to such compensation as the Board shall from time to time determine.

Section 6 - Delegatjon of Duties. In the absence or disability of any Officer of the Corporation or for any other reason deemed sufficient by the board of Directors, 1he Board may delegate his powers or duties to any other Officer or to any other Director.

Section 7 - Shares of Other Corporations. Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board may authorize.

Section 8 - Liability. No officer shall be liable for any debt, obligation or liability of the Corporation.

 
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