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200009311 <br />3. The officers shall have the powers and rights and be <br />charged with the duties and obligations usually vested in such <br />officers or as directed by the Board of Directors. <br />B. Vacancies. The office of any principal officer shall be <br />vacated and filled as follows: <br />1. Any principal officer may be removed from office at <br />any time by a majority vote of the Board of Directors, either for <br />or without cause. <br />2. Any vacancy among the principal officers shall be <br />filled by appointment by the Board of Directors for the unexpired <br />term of said office. <br />C. Fees, Expenses and Wages. The officers shall serve <br />without remuneration for their services but shall be reimbursed for <br />expenses incurred by them, and .the Board of Directors may from time <br />to time fix wages or other compensation paid to any agent or <br />employee. <br />SECTION IV. <br />INDEMNIFICATION OF DIRECTORS AND OFFICERS <br />A. Each Director and officer of the Corporation shall be <br />indemnified by the Corporation against all costs and expenses <br />reasonably incurred by or imposed upon him in connection with or <br />resulting from any action, suit or proceeding to which he may be <br />made a part by reason of his having been a Director of the <br />Corporation (including counsel fees) , except in relation to matters <br />as to which a recovery shall be had against him by reason of his <br />having been finally adjudged in such action to have been derelict <br />in the performance of his duty as a Director or officer. The <br />foregoing qualifications shall not, however, prevent a settlement <br />by the Corporation prior to final adjudication when settlement <br />appears to be in the interests of the Corporation. The right of <br />indemnification herein provided shall not be exclusive of any other <br />rights to which any Director or officer may be entitled as a matter <br />of law. <br />SECTION V. <br />DUES AND OTHER FINANCIAL MATTERS <br />A. Fiscal Year. The fiscal year of the Corporation shall be <br />initially determined by the Board of directors and maintained for <br />each next succeeding calendar year unless otherwise directed by the <br />Board. <br />B. Budget. Before each fiscal year the Board of Directors <br />shall adopt and fix an annual budget for the then anticipated <br />WE <br />