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• checks and drafts in the name of the corporation; render to the chair and the board of directors, <br /> whenever requested, an account of all transactions and of the financial condition of the <br /> corporation; and perform such other duties as may from time to time be prescribed by the board <br /> of directors or chair. The treasurer need not personally perform the duties described herein, but <br /> all such duties shall be performed under the supervision of the treasurer. <br /> Section 4.06. Manager. The board of directors may choose to appoint a manager who shall be <br /> the Chief Executive Officer of the corporation and shall exercise the functions and duties <br /> customarily incident to the office. The manager shall have general active management of the <br /> affairs and business of the corporation, reporting to the board of directors. The manager shall <br /> be responsible for seeing that all orders and resolutions of the board of directors are carried into <br /> effect. The manager shall be an ex officio member of all board committees, without vote. <br /> Section 4.07 Election and Term of Office. The directors shall, no less frequently than at each <br /> annual meeting, elect a chair, a vice chair, a secretary and a treasurer and any other officers or <br /> agents the board deems necessary. Such officers shall hold their offices until their successors <br /> are elected and qualified, or until death, resignation or removal as herein provided. A vacancy <br /> in any office may be filled by the board for the unexpired portion of the term. <br /> Section 4.08 Removal of Officer. An officer may be removed at any time, with or without cause, <br /> by the affirmative vote of a majority of the directors present at a meeting of the board of <br /> directors at which a quorum is present. <br /> Section 4.09 Other Committees. The board of directors may establish other committees of one <br /> • or more persons having the authority of the board in the management of the business of the <br /> corporation to the extent provided in the resolution establishing such committee. Committee <br /> members need not be directors or officers. A majority of the members of a committee present <br /> at a meeting constitutes a quorum for the transaction of business. <br /> ARTICLE V. <br /> NOTICE <br /> Whenever under the provisions of these bylaws or other law any notice is required to be given, <br /> such notice may be given in writing by mail, by telegram, by e-mail if the intended recipient <br /> personally provides written or e-mailed acknowledgment of receipt, or by personal delivery, to <br /> the person to whom notice is to be given. Any notice required by these bylaws when given by <br /> mail is deemed given when deposited in the United States mail with sufficient postage affixed. <br /> ARTICLE VI. <br /> INDEMNIFICATION <br /> To the extent permitted by law, any former or present director, officer, employee, trustee or <br /> agent of this corporation shall be indemnified by this corporation against expenses incurred in <br /> connection with any proceeding to which he or she is a party by reason of past or present <br /> official capacity as a director, officer, employee, trustee or agent, or as director, officer, partner, <br /> employee, trustee or agent of another corporation, partnership, joint venture, trust or other <br /> organization while serving at the request of this corporation. <br /> • <br /> 5 <br />