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Bylaws for Board of Directors

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Section 205 Duties of Officers. Officers of the Corporation shall, unless otherwise provided by the Board, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may from time to time be specifically decided by the Board. The Executive Director shall be the chief executive of the Corporation, but not an officer.

Section 206 Compensation. The officers of the Corporation shall be entitled to such compensation as the Board shall from time to time determine, but may not receive compensation and serve as a Voting Director simultaneously.

Section 207 Delegation of Duties. In the absence or disability of any Officer of the Corporation or for any reason deemed sufficient by the Board, the Board may delegate his/her powers or duties to any other Officer or to any other Director.

Section 208 Shares of Other Corporations. Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including attendance, acting and voting at shareholder meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, Vice President, or such other person as the Board may authorize.

Section 209 Liability. No officer shall be liable for any debt, obligation or liability of the corporation.

© The Chimorel Group 2005