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<br />, <br /> <br />Article ll. <br />OFFICERS <br /> <br />1. GENERAL. The Corporation shall have as officers a president, a secretary, and a <br />treasurer, who shall be appointed by the board of shareholders. The board of shareholders may <br />designate and appoint a chairman and other officers of the board. The officers of the <br />Corporation shall exercise such authority and perform such duties as ,shall be determined by <br />these Bylaws or the board of shareholders. Any two or more offices may be held by the same <br />person. The officers of the Corporation shall be natural persons at least eighteen years old. <br /> <br />2. TERM. Each officer shall hold office from the time of appointment until the time <br />of removal or resignation pursuant to Section II.3 or until the officer's death. <br /> <br />3. REMOVAL AND RESIGNATION. Any officer appointed by the board of <br />shareholders may be removed at any time by the board of shareholders. Any officer appointed <br />by the president or other person may be removed at any time by the board or shareholders or <br />by the appointing person. Any officer may resign at any time by giving written notice of <br />resignation to any shareholder (or to any shareholder other than the resigning officer if the <br />officer is also a shareholder), to the president, to the secretary, or to the officer who appointed <br />the officer. Acceptance of such resignation shall not be necessary to make it effective, unless <br />the notice so provides. <br /> <br />4. PRESIDENT. The president shall preside at all meetings of shareholders, and the <br />president shall preside at all meetings of the board of shareholders unless the board of <br />shareholders has appointed a chairman, vice chairman, or other officer of the board and has <br />authorized such person to preside at meetings of the board of shareholders instead of the <br />president. Subject to the direction and control of the board of shareholders, the president shall <br />be the chief executive officer of the Corporation and as such shall have general and active <br />management of the business of the Corporation and shall see that all orders and resolutions of <br />the board of shareholders are carried into effect. The president may negotiate, execute, and <br />deliver such contracts, deeds, and other instruments on behalf of the Corporation as are <br />necessary and appropriate to the conduct to the business and affairs of the Corporation. The <br />president shall have such additional authority and duties as are appropriate and customary for <br />the office of president and chief executive officer, except as the same may be expanded or <br />limited by the board of shareholders from time to time. <br /> <br />S. VICE PRESIDENT. The vice president, if any, or, if there are more than one, the <br />vice presidents in the order determined by the board of shareholders or the president (or, if no <br />such determination is made, in the order of their appointment), shall be the officer of officers <br />next in seniority after the president. Each vice president shall have such authority and duties <br />as are prescribed by the board of shareholders. Upon the death, absence, or disability of the <br />president, the vice president, if any, or, if there are more than one, the vice presidents in the <br />order determined by the board of shareholders or the president, shall have the authority and <br />duties of the president. <br /> <br />3 <br />