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the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal, or otherwise) may be filled by the
board of directors.
6.4 Authority. Officers shall have such authority and perform
such duties in the management of the Corporation as are provided in these
Bylaws or as may be determined by resolution of the board of directors not
inconsistent with these Bylaws.
6.5 Compensation. The compensation, if any, of officers and
agents shall be fixed from time to time by the board of directors or any
committee thereof; provided, however, that the board of directors may delegate
the power to determine the compensation of any officer and agent (other than
the officer to whom such power is delegated) to any other officer of the
Corporation.
6.6 Chairman. The Chairman of the Board shall preside at all
meetings of the board of directors and shall exercise such powers and perform
such other duties as shall be determined from time to time by the board.
6.7 Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Corporation and shall have general
supervision and direction over the business of the Corporation, subject,
however, to the control of the board and of any duly authorized committee of
directors. The Chief Executive Officer, in the absence of the Chairman, shall
preside at each meeting of the stockholders and of the board. He may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution thereof
shall be expressly delegated by the board or by the By-laws to some other
officer or agent of the Corporation, or shall be required by law otherwise to
be signed or executed; and, in general, shall perform all duties incident to
the office of Chief Executive Officer and such other duties as from time to
time may be assigned to him by the board or by the By-laws.
6.8 President. The President shall assist the Chief Executive
Officer in the management of and supervision and direction over the business
and affairs of the Corporation, subject, however, to the direction of the Chief
Executive Officer and the control of the board. The President may, in the
absence of the Chairman and the Chief Executive Officer, preside, if present,
at each meeting of the stockholders and of the board. The President may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments except in cases in which the signing and execution
thereof shall be expressly delegated by the board or by these By-laws to some
other officer or agent of the Corporation or shall be required by statute
otherwise to be signed or executed and, in general, shall perform all duties
incident to the office of the President and such other duties as from time to
time may be assigned to him by the board, by the By-laws or by the Chief
Executive Officer.
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