powers and perform such other duties as may be assigned to him by this Agreement
or the Board of Directors, including any duties and powers stated in any
employment agreement approved by the Board of Directors.
(f) Vice Presidents. In the absence of the President, each Vice
President appointed by the Board of Directors shall have all of the powers and
duties conferred upon the President, including the same power as the President
to execute documents on behalf of the Company. Each such Vice President shall
perform such other duties and may exercise such other powers as may from time to
time be assigned to him by the Board of Directors or the President.
(g) Secretary and Assistant Secretaries. The Secretary shall record or
cause to be recorded in books provided for that purpose the minutes of the
meetings or actions of the Board of Directors, shall see that all notices are
duly given in accordance with the provisions of this Agreement and as required
by law, shall be custodian of all records (other than financial), shall see that
the books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed, and, in general, shall perform all
duties incident to the office of Secretary and such other duties as may, from
time to time, be assigned to him by this Agreement, the Board of Directors or
the President. The Assistant Secretaries shall exercise the powers of the
Secretary during that Officer's absence or inability or refusal to act.
(h) Chief Financial Officer. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of account of the Company. He shall receive and deposit all moneys and
other valuables belonging to the Company in the name and to the credit of the
Company and shall disburse the same and only in such manner as the Board of
Directors or the appropriate Officer of the company may from time to time
determine, shall render to the Board of Directors and the President, whenever
any of them request it, an account of all his transactions as Chief Financial
Officer and of the financial condition of the Company, and shall perform such
further duties as the Board of Directors or the President may require. The Chief
Financial Officer shall have the same power as the President to execute
documents on behalf of the Company.
(i) Treasurer and Assistant Treasurers. The Treasurer shall have such
duties as may be specified by the Chief Financial Officer in the performance of
his duties. The Assistant Treasurers shall exercise the power of the Treasurer
during that Officer's absence or inability or refusal to act. Each of the
Assistant Treasurers shall possess the same power as the Treasurer to sign all
certificates, contracts, obligations and other instruments of the Company. If
no Treasurer or Assistant Treasurer is appointed and serving or in the absence
of the appointed Treasurer and Assistant Treasurer, the Senior Vice President,
or such other Officer as the Board of Directors shall select, shall have the
powers and duties conferred upon the Treasurer.
(j) General Counsel. The General Counsel, subject to the discretion of
the Board of Directors, shall be responsible for the management and direction of
the day-to-day legal affairs of the Company. The General Counsel shall perform
such other duties and may exercise such other powers as may from time to time be
assigned to him by the Board of Directors or the President.
(k) Powers of Attorney. The Company may grant powers of attorney or
other authority as appropriate to establish and evidence the authority of the
Officers and other persons.