President. The President shall be the chief operating officer responsible for the general administration of the Corporation’s affairs subject to the direction of the Chief Executive Officer and the Board of Directors and shall perform such other duties as may from time to time be required of him by the Board of Directors. The President shall have authority to execute certificates for shares. The President shall have general authority to execute on behalf of the corporation any contracts, notes, deeds, and other papers not requiring specific Board approval or the execution of which the Board has not specifically delegated to another individual.
Vice President. In the absence of the President or in the event of his death or inability to act, the Vice President, if any, shall have the authority to act in his stead. The Vice President shall perform such duties as may from time to time be required of him by the Board of Directors.
Secretary. The Secretary shall: keep minutes of all the proceedings of the shareholders and Board of Directors and make proper record of the same, which shall be attested by him; give notice of meetings of shareholders and directors; and perform such other duties as may from time to time be required of him by the Board of Directors. The Secretary shall have authority to execute certificates attesting to action taken by the shareholders or Board of Directors and to sign certificates for shares. The Secretary shall have authority to sign bonds, contracts, notes, deeds, and other papers executed by the Corporation and requiring his signature.
Treasurer. The Treasurer shall have general supervision of all finances. The Treasurer shall receive and have charge of all money, bills, notes, deeds, leases, mortgages, insurance policies and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors. The Treasurer shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital, and shares, together with such other accounts as may be required. The Treasurer shall have authority to execute certificates for shares.
ARTICLE VI
Indemnification of Directors and Other Persons
The Corporation shall, and does hereby, indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to