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<br />-8- <br /> <br />. <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 />board of directors may be taken without a meeting if a <br />consent in writing, setting forth the action so taken, shall <br />be signed by all of the directors entitled to vote with <br />respect to the proposed action either before or after the <br />taking of such action. Such consent may be executed in <br />counterparts and shall be effective as of the date of the <br />last signature thereon. <br />ARTICLE IV - Officers <br />1. Number and Election: The officers of the <br />company shall be a president, a vice president, a secretary <br />and a treasurer, who shall be elected by the board of <br />directors from among their number. Each officer shall be a <br />shareholder, except that in the discretion of the board of <br />directors, the secretary and the treasurer need not be <br />shareholders or directors. Any two or more offices may be <br />held by the same person, except the offices of president and <br />secretary. In addition, the president may appoint such <br />other subordinate officers as he shall deem necessary, who <br />shall hold their offices for such terms and shall exercise <br />such powers and perform such duties as shall be determined <br />from time to time by the president. <br />2. President: The president shall be the chief <br />executive officer of the company and shall preside at all <br />meetings of shareholders and of the board of directors, <br />Subject to the direction and control of the board of direc- <br />