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vacancy in t~e ~oard thus created shall immediately be filled by a vote of a maJor~ty of the members present and voting at such meetinc;J' A vacancy in any of~ice thus created shall be filled by the D~rectors from among the~r number so constituted after the vacancy in such Board has been filled. 3.14 PRESUMPTION OF ASSENT. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such ~isse~t by registered m~il to the Secretary .of the Corporation ~~ed~ately after the adJournme~t of the meet~ng. Such right to d~ssent shall not apply to a D~rector who voted in favor of such action. ARTICLE IV COMMITTEES 4.1 DESIGNATION AND AUTHORITY: The Board of Directors may adopt a resolution designating from among its Shareholders an ExecutLve Committee and one or more other committees each of which, to the .extent provided in the resolution shall have all the aut~orit~ of the Board of Directors so designated in writing. The des~gn~tLon of such committees and the delegation thereto of author~ty shall not operate to relieve the Board of Directors, or any shareholder thereof, of any responsibility imposed by law. .4.2 COMPENSATION.' The members of any committee shall not r~ce~ve any stated salary for their services. The Board of D1rectors shall have power in its discretion to contract for and to pay .to any member of ~ommittee.. rendering u~ual or exception serv~ces to the Corporat~on, spec~al compensat~on appropriate to the value of such services. . ARTICLE V OFFICERS 5.1 NUMBER. The officers of the COFPoration shall be a President. Vice President. and Secretary-Treasurer each of whom shall be elected by the Board of Directors. Such other officers and ~ssistant officers as ma~ be deemed necessary may be elected or appo~nted by the Board of D~rectors. Any two or more offices may. be hel~ by the same person, except. the offices of President and Secretary. The Officers of a Corporation shall be natural persons of the age of eighteen (18) years or older. 5.2 ELECTION AND TERM OF OFFICE. The Officers of the Corpo~ation sh~ll be elected annually by the Board of Directors at the ~1rst. meet~ng of the Board of Directors held after each annual meet~ng of Shareholders. If the election of officers shall not be -7- held at such meeting, such election of officers shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the BOard of Directors. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 5.3 REMOVAL. Any Officer the Board of Directors .may be whenever in its judgment the would be served. or agent elected or appointed by removed by the Board of Directors best interests of the Corporation 5.4 VACANCIES. A vacancy in any office because of death, resignation, removal disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 5.5 PRESIDENT. The President shall be the principal executive officer of the Corporation and shall in general supervise. and control all of the business and affairs of the Corporation. (a) He shall preside at all meetings of the Shareholders and of the Board of Directors. (b) The President shall have general supervision other officers, agents and employees of the Corporation, and case when the duties of the officers, agents or employees Corporation are not specifically prescribed by the Bylaws Board resolution. they shall be supervised by the President. . (c) He may si~n, with the Secretary or any other proper 0~f1cer of the.C~rporat1on thereunto authorized by the Board of D1rectors, cert~f~cates for shares of ~he Corporation, any deeds, mort~ages, bonds, contracts. or other 1nstruments, which the Board of'D~rectors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent .of t~e Corporation, or shall.be required by law to be otherw~se s1gned or executed. (d) In general shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. of all in any of the or by ,.// 5.6 THE VICE-PRESIDENT. The Vice President shall in the absence of the President or in the event of his death. inability or ref,!sal to act. perform all duties of the President. and when so act~n~. ~hall have all t~e powers of.and be subject to all the restr~ct~ons upon the Pres~dent. Any V~ce President may sign with the Secretar~ or an Assistant Secretary. certificates for sha~es of the ~orporat10n; a~d shall ~erform such other duties as from time t~ t~me may be ass1gned to h~m by the President or by the Board of D~rectors. 5.7 SECRETARY-TREASURER. If required by the Board of Di~ectors the Secretary-Treasurer shall give a bond for the faithful discharge of his.. duties in su~h sum and with such surety -8-