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any meeting of the shareholders, a President pro tem may be chosen to preside at such meeting.

3.10

Vice President

The titles, powers and duties of the Vice President or Vice Presidents shall be prescribed by the Board of Directors. In case of the absence, disability or death of the Chief Executive Officer, the President, the Vice President, or one of the Vice Presidents, shall exercise all his or her powers and perform all his or her duties. If there is more than one Vice President, the order in which the Vice Presidents shall succeed to the powers and duties of the Chief Executive Officer or President shall be as fixed by the Board of

Directors.

3.11 Secretary The powers and duties of the Secretary are:

(a)

To keep a book of minutes at the principal executive office of the Corporation, or such other place as the Board of

Directors may order, of all meetings of its directors and shareholders with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares

present or represented at shareholders’ meetings and the proceedings thereof.

  • (b)

    To keep the seal of the Corporation and to affix the same to all instruments which may require it.

  • (c)

    To keep or cause to be kept at the principal executive office of the Corporation, or at the office of the transfer agent or

agents, a record of the shareholders of the Corporation, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder, the number and date of any certificates issued for shares, appropriate records with respect to uncertificated shares issued, the number and date of cancellation of every certificate surrendered for cancellation and the number and date of every replacement certificate or the appropriate records for uncertificated shares issued for lost, stolen or destroyed certificates.

(d)

To keep a supply of certificates for shares of the Corporation, to fill and sign in all certificates issued or prepare the

initial transaction statement or written statements for uncertificated shares, and to make a proper record of each such issuance; provided that so long as the Corporation shall have one or more duly appointed and acting transfer agents of the shares, or any class or series of shares, of the Corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer

agents.

(e)

To transfer upon the share books of the Corporation or in accordance with a direct registration program as provided in

Section 7.4(b) of these Bylaws any and all shares of the Corporation; provided that so long as the Corporation shall have one or more

duly appointed and acting transfer agents of the shares, or any class or series of

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