Corporate Bylaws Template Page 9

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Assistant Treasurer, or Assistant Treasurers in the order designated by the
Board of Directors, shall perform all of the duties of the Treasurer in the
absence or disability of the Treasurer, and at other times may perform such
other duties as are directed by the President or the Board of Directors.
5.6
Delegation: In the case of absence or inability to act of any officer of the
corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of
such officer to any other officer or any director or other person whom it may
select.
5.7
Vacancies: Vacancies in any office arising from any cause may be filled by
the Board of Directors at any regular or special meeting of the Board.
5.8
Other Officers: Directors may appoint such other officers and agents as
they shall deem necessary or expedient with who shall hold their offices for
such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
5.9
Loans: No loans shall be made by the corporation to any officer, unless
first approved by the holders of two-thirds of the voting shares.
5.10 Term - Removal: The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, without
cause, by the affirmative vote of a majority of the whole Board of Directors,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
5.11 Bonds: The Board of Directors may, by resolution, require any and all of
the officers to give bonds to the corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from
time to time be required by the Board of Directors.
5.12 Salaries: The salaries of the officers shall be fixed from time to time by the
Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the corporation.
ARTICLE 6
Dividends and Finance
6.1
Dividends: Dividends may be declared by the Board of Directors and paid
by the corporation out of the unreserved and unrestricted earned surplus of
the corporation, or out of the unreserved and unrestricted net earnings of
the current fiscal year, or in treasury shares of the corporation, subject to
Corporate Bylaws - 9

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Parent category: Business