Article IV - Officers

Section 1. Officers of the Corporation. The officers of the corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer. Any two or more offices may be held by the same person, except no person shall share the duties of President and Secretary. No officer may act in more than one capacity where action of two or more officers is required.

Section 2. Election and Term. The officers of the corporation shall be elected annually by the Board of Directors and each officer shall hold office for one year or until his or her successor shall have been elected and qualified. 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.

Section 3. Compensation of Officers. The compensation of all officers of the corporation shall be forbidden except for the reimbursement of expenses reported to and authorized by the Board of Directors or its delegate. Under no circumstances may any individual approve their own reimbursement.

Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause whenever in its judgment the best interests of the corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 6. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at meetings of the Board of Directors if the Chairman of the Board is not present or if there is no Chairman of the Board. He or she shall sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has 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 to the corporation, or shall be required by law to be otherwise signed or executed; and in general he or she shall perform all duties incident to the office of President and such other duties as they may be prescribed by the Board of Directors from time to time. The powers and responsibilities vested by law in the position of President shall be conferred upon the office of Chief Executive Officer.

Section 7. Vice President. In the absence of the President or in the event of his or her death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him the President or Board of Directors. The powers and responsibilities vested by law in the position of Vice President shall be conferred upon the office of Chief Operations Officer.

Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The powers and responsibilities vested by law in the position of Vice President shall be conferred upon the office of Chief Operations Officer.

Section 9. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of Section 4 of Article V of these bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws. The powers and responsibilities vested by law in the position of Treasurer shall be conferred upon the office of Chief Financial Officer.