Section 1. GENERAL POWERS OF THE BOARD. The Board of Directors shall have general management and control of the property and affairs of the corporation and shall have and may exercise all powers of the corporation except such as are expressly reserved to the members by law or by these By-Laws.

Section 2. CERTAIN SPECIFIC POWERS OF THE BOARD. Without limiting the foregoing general powers, the Board of Directors shall have power to elect or appoint committees, officers, or agents, in addition to those elsewhere provided for in these By-Laws, to prescribe the term of office, title, powers, and duties of such committees, officers, or agents; to determine the reasonable compensation of officers, employees, and agents and to make rules and regulations governing such officers, employees, and agents; to designate a substitute officer to perform the duties and exercise any of the powers of any officers in the event of the absence or disability of such officer; and generally to take any action which they may deem fit and proper to carry out the charitable purposes of the corporation as set forth in the Articles of Organization. An Executive Committee may be appointed from among the directors by resolution passed by a majority of the whole Board then in office, and such a committee shall have all of the powers of the Board of Directors except as specially limited by the Board.

Section 3. CUSTODY AND INVESTMENT OF FUNDS. The Board of Directors may from time to time engage the services of a financial institution to have the custody and safekeeping of the funds of the corporation, or any of said funds, and to undertake the management and investment thereof, collect the income, and make disbursements from time to time from the principal or income of funds so held to such persons and in such manner as the Board shall prescribe.

Section 4. PRESIDENT. The President shall, if present, be the presiding officer at all meetings of the members of the corporation and at all meetings of the Board of Directors. He shall be the chief executive officer of the corporation with authority generally to administer the operation and personnel of the corporation and to perform such other duties as may be prescribed by law or by the Board of Directors.

Section 5. TREASURER. The Treasurer shall have general charge of the financial affairs of the corporation, with custody of all moneys, securities, valuable papers, books, and accounts, and shall have authority, in the name and on behalf of the corporation, subject always to the general supervision and control of the Board of Directors and except as they may otherwise order and as otherwise provided by law or these By-Laws, to receive and pay moneys; to collect debts due the corporation; to endorse for deposit bills, checks, drafts, and promissory notes payable to the corporation; to execute transfers or assignments of certificates of stock, bonds, and other securities; and, except as otherwise provided in these By-Laws, to execute, under the corporate seal or otherwise, deeds, mortgages, bonds, contracts, agreements, and other documents. He shall keep full and accurate accounts of the financial transactions of the corporation including distributions made by it from time to time and shall make such statements or reports therefrom as the Board of Directors may from time to time require. He shall sign such other instruments and perform such other duties as may be prescribed by law or by the Board of Directors. If required by the Board, he shall give bond for the faithful performance of his duties, in such form, in such amount, and with such surety as the Board may prescribe.

Section 6. CLERK. The Clerk shall keep a true record of the votes and business transacted at all meetings of the members of the corporation and of the Board of Directors in a book or books to be kept for the purpose and of which he shall have custody. He shall also have custody of the corporate seal. He shall give notices of meetings as required by these By-Laws or by law, and shall perform such other duties as may be prescribed by the Board of Directors or may be imposed upon him by law.

Section 7. OTHER OFFICERS. Other officers or agents appointed by the Board of Directors shall have such duties and may exercise such powers as the Board may from time to time prescribe.

Section 8. HONORARY DIRECTORS. The directors shall have the power to appoint from time to time any number of persons to serve the Board in an honorary and advisory capacity and without vote. Persons so appointed need not be members of the corporation and will not

become member by reason of their appointment. They shall hold office for three years unless

sooner terminated by an affirmative vote of a majority of the directors present and voting at a regular or special meeting of the Board. Meetings of the Board shall not be invalidated by reason of omission of notice to honorary directors of such meeting.