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<br />I' . <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />5.8. Compensation. Directors will not receive any salaries for their services, <br />however travel and other expenses may be reimbursed by resolution of <br />the Board. <br />5.9. Vacancies. Any vacancy occurring in the Board may be filled by vote of a <br />majority of the remaining Directors, even if less than a quorum of the <br />Board, for the unexpired term of the predecessor in office. <br /> <br />Article VI. Powers and Duties of Board of Directors <br />6.1. Authority. The Board shall have the general power to act for and on <br />behalf of the Company in any manner not prohibited by statute or by the <br />Articles of Incorporation. <br />6.2. Committees. The Board by resolution may designate one or more <br />committees, each of which shall consist of at least one Director. The <br />committee .will have duties and responsibilities as directed by the Board. <br />Each committee shall appoint a chairman by majority vote. The <br />committee shall report to the Board and shall be governed by the same <br />rules as the Board. <br />6.3. Officers. The Board shall annually elect a President, a Vice President <br />and a SecretaryfTreasurer. <br />A. President. The President shall preside at all meetings of the <br />Board, and shall execute all written instruments on behalf of the <br />Company, including Membership Certificates, notes, bonds, <br />contracts, mortgages and checks. <br />B. Vice President. The Vice President shall assist the President as <br />requested and exercise the powers of the President in the absence, <br />disability, death, resignation, removal or delegation of the <br />President. <br />C. SecretarylTreasurer. The SecretaryfTreasurer shall keep a record <br />of the proceedings of the Board and of the Membership, keep the <br />books, records and the Seal of the Company, attest to signatures of <br />the officials of the Company, deposit documents in a depository <br />designated by the Board, disburse funds on the proper order of the <br />Board, make a report of the business transacted annually and do <br />and perform other duties and functions that may be required by the <br />Board. The Secretaryffreasurer shall open and maintain a bank <br />account for the Company from which all expenditures of the <br />Company shall be drawn. All checks drawn on the Company <br />account shall bear the signatures of the President, or the Vice <br />President when acting on behalf of the President, and one other <br />Director. <br />6.4. Removal of Officer. Any officer may be removed by the Board by <br />majority vote. <br />6.5. Contracts. The Board may authorize any officer or agent of the Company <br />to enter into any contract or execute and deliver any instrument in the <br />name of and on behalf of the Company. <br />