ARTICLE 4. OFFICERS

4.1 Number and Qualifications

The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board.

4.2 Election and Term of Office

The officers of the corporation shall be elected each year by the Board at the annual meeting of the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.

4.3 Resignation

Any officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Removal

Any officer appointed by the Board may be removed from office by the affirmative vote of at least a majority of the Board whenever in its judgment the best interests of the corporation would be served thereby.

4.5 Vacancies

A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new ten established by the Board.

4.6 President

The President shall be the chief executive officer of the corporation, shall preside over meetings of the members and the Board and, subject to the Board's control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.

4.7 Vice President

In the event of the of the inability of the President to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board. The Vice President shall also perform such duties as may be assigned to him or her by the Board or the President.

4.8 Secretary

The Secretary shall: (a) keep the minutes of meetings of the members and the Board; (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 of the corporation; (d) keep records of the address of each officer; (e) sign with the President, contracts or other instruments; and (f) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

4.9 Treasurer

If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such an amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties as from time to time may be assigned to him or her by the President or the Board.