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shares, of the Corporation, such duties with respect to such shares shall be performed by such transfer agent or transfer agents, and the method of transfer of each share shall be subject to the reasonable regulations of the transfer agent to which the shares are presented for transfer and, also, if the Corporation then has one or more duly appointed and acting registrars, subject to the reasonable regulations of the registrar to which a new certificate or a new issuance of shares is presented for registration; and provided, further, that no shares shall be issued, recorded or delivered or, if issued, recorded or delivered, shall have any validity whatsoever until and unless it has been signed or authenticated, as applicable, in the manner provided in Section 7.4 of these Bylaws.

(f)

To make service and publication of all notices that may be necessary or proper and without command or direction from

anyone. In case of the absence, disability, refusal or neglect of the Secretary to make service or publication of any notices, then such notices may be served and/or published by the Chief Executive Officer, the President or a Vice President, or by any person thereunto authorized by either of them or by the Board of Directors or by the holders of a majority of the outstanding shares of the Corporation.

(g)

Generally to do and perform all such duties as pertain to such office and as may be required by the Board of Directors or

these Bylaws.

3.12

Chief Financial Officer

The powers and duties of the Chief Financial Officer are:

(a)

To supervise and control the keeping and maintaining of adequate and correct accounts of the Corporation’s properties

and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and

shares. The books of account shall at all reasonable times be open to inspection by any director.

(b)

To have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the Corporation

and, at his or her discretion, to cause any or all thereof to be deposited for the account of the Corporation with such depository as may

be designated from time to time by the Board of Directors.

(c)

To receive or cause to be received, and to give or cause to be given, receipts and acquittances for moneys paid in for the

account of the Corporation.

(d)

To disburse, or cause to be disbursed, all funds of the Corporation as may be directed by the Chief Executive Officer, the

President or the Board of Directors, taking proper vouchers for such disbursements.

(e)

To render to the Chief Executive Officer, the President or to the Board of Directors, whenever either may require,

accounts of all transactions as Chief Financial Officer and of the financial condition of the Corporation.

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