Article VI

OFFICERS

Section 1 – Number. The officers of the Corporation shall be a Chair, Vice-Chair, Secretary, Treasurer and such other officers as may be determined by the Board from time to time. The offices of Secretary and Treasurer may be held by the same person.

Section 2 – Election and Term of Office. The officers shall be elected by ballot, annually by and from the Board at the meeting of the Board held immediately after the Annual Meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first meeting of the Board following the next succeeding Annual Meeting of the members or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.

Section 3 – Removal of Officers and Agents by Directors. Whenever the Board, for good cause and in its judgment to serve the best interests of the Corporation, determines that any officer or agent elected or appointed by the Board should be removed, the Board has the power to do so.

Section 4 – Chair. The Chair:

(a) shall be the principal executive officer of the Corporation and, unless otherwise determined by the members or the Board, shall preside at all meetings of the members and the Board;

(b) may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and

(c) shall, in general, perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board from time to time.

Section 5 – Vice-Chair. In the absence of the Chair, or in the event of his inability or refusal to act, the Vice-Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice-Chair shall also perform such other duties from time to time as may be assigned to him by the Board.

Section 6 – Secretary. The Secretary shall be responsible for:

(a) keeping the minutes of the meetings of the members and of the Board in books provided for that purpose;

(b) seeing that all notices are duly given in accordance with these Bylaws or as required by law;

(c) the safekeeping of the corporate books and records and the seal of the Corporation and affixing the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws;

(d) keeping a register of the names and post office addresses of all members;

(e) keeping on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Corporation containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Corporation, a copy of the Bylaws and of all amendments thereto to any member upon request; and

(f) in general, performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board.

Section 7 – Treasurer. The Treasurer shall be responsible for:

(a) custody of all funds and securities of the Corporation;

(b) the receipt of and the issuance of receipts for all monies due and payable to the Corporation and for the deposit of all such monies in the name of the Corporation in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and

(c) in general, performance of all duties as from time to time may be assigned to him by the Board.

Section 8 – President/CEO. The Board may appoint a President/CEO who may be, but who shall not be required to be, a member of the Corporation. The President/CEO shall perform such duties and shall exercise such authority as the Board may from time to time vest in him.

Section 9 – Bonds of Officers. The Treasurer and any other officer or agent of the Corporation charged with responsibility for the custody of any of its funds or property shall be bonded in such sum and with such surety as the Board shall determine. The Board, in its discretion, may also require any other officer, agent or employee of the Corporation to be bonded in such amount and with such surety as it shall determine.

Section 10 – Compensation. The powers, duties and compensation of officers, agents and employees shall be fixed by the Board subject to the provisions of these Bylaws in Article IV, Section 7, with respect to compensation for directors and close relatives of directors.

Section 11 – Reports. The officers of the Corporation shall submit at each Annual Meeting of the members reports covering the business of the Corporation for the previous fiscal year. Such reports shall set forth the condition of the Corporation at the close of such fiscal year.

Section 12 – Delegation of Secretary's and Treasurer's Responsibilities. Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinbefore provided in Sections 6 and 7, the Board by resolution may, except as otherwise limited by law, delegate, wholly or in part, the responsibility and authority for, and the regular or routine administration of, one or more of each such officer's duties to one (1) or more agents, other officers or employees of the Corporation who are not directors. To the extent that the Board does so delegate with respect to any such officer, that officer as such shall be released from such duties, responsibilities and authorities.

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