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6.9 Chief Operating Officer. The Chief Operating Officer
shall be the chief operating officer of the Corporation, and shall assist the
Chief Executive Officer and the President in the active 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
President and the control of the board. In the absence of the Chairman, the
Chief Executive Officer and the President, the Chief Operating Officer shall
preside at each meeting of the stockholders and of the board. He may, with the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer,
sign certificates for shares of capital stock of the Corporation. 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 Operating Officer and such other duties as from time to
time may be assigned to him by the board, by the By-laws, by the Chief
Executive Officer or by the President.
6.10 Chief Financial Officer. The Chief Financial Officer
shall be the chief financial officer of the Corporation, and shall render to
the board, whenever the board may require, an account of the financial
condition of the Corporation; shall make, sign and file financial, tax and
similar reports to any state, federal or municipal government, agency or
department, or any self-regulatory organization; shall provide for the
continuous review of all accounts and reports; and shall perform such other
duties as from time to time may be assigned to him by the board, by the By-laws
or the Chief Executive Officer or President.
6.11 Vice Presidents. Each Vice President shall have such
powers and perform such duties as from time to time may be assigned to such
Vice President by the board or by the Chief Executive Officer or the President
and shall perform such other duties as may be prescribed in the By-laws.
6.12 Secretary. Secretary shall attend all meetings of the
stockholders and shall record all the proceedings of the meetings of the board
and of the stockholders in a book to be kept for that purpose, and shall
perform like duties for committees of the board, when required. The Secretary
shall give, or cause to be given, notice of all special meetings of the board
and of the stockholders and shall perform such other duties as may be
prescribed by the board or by the Chief Executive Officer, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to impress the same on any instrument requiring
it, and when so impressed the seal may be attested by the signature of the
Secretary or by the signature of such Assistant Secretary. The board may give
general authority to any other officer to impress the seal of the Corporation
and to attest the same by such officer's signature. The Secretary or an
Assistant Secretary may also attest all instruments signed by the Chairman, the
Chief Executive Officer or the President. The Secretary shall have charge of
all the books, records and papers of the Corporation relating to its
organization and management, shall see that the reports, statements and other
documents required by statute are properly kept and filed and, in general,
shall perform all duties incident to the office of Secretary of a corporation
and such other duties
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