(E) VICE PRESIDENT. The Vice President or Vice
Presidents (if any) shall be active executive officers of the Corporation,
shall assist the Chairman, President, and Chief Executive Officer in the active
management of the business, and shall perform such other duties as the Board of
Directors may from time to time prescribe.
(F) SECRETARY AND ASSISTANT SECRETARY . The Secretary or
Assistant Secretary shall attend all meetings of the Board of Directors and all
meetings of the shareholders and shall prepare and record all votes and all
minutes of all such meetings in a book to be kept for that purpose. He or she
shall also perform like duties for any committee when required. The Secretary
or Assistant Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors when required, and unless
directed otherwise by the Board of Directors, shall keep a stock record
containing the names of all persons who are shareholders of the Corporation,
showing their place of residence and the number of shares held by each of them.
The Secretary or Assistant Secretary shall have the responsibility of
authenticating records of the Corporation. The Secretary or Assistant
Secretary shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
(G) OTHER OFFICERS. Other officers appointed by the
Board of Directors shall exercise such powers and perform such duties as may be
delegated to them.
(H) DELEGATION OF DUTIES. In case of the absence or
disability of any officer of the Corporation or of any person authorized to act
in his or her place, the Board of Directors may from time to time delegate the
powers and duties of such officer to any officer, or any director, or any other
person whom it may select, during such period of absence or disability.
5.6 INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND INSURANCE.
(A) INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The
Corporation shall indemnify and advance expenses to each director, officer and
medical director of the Corporation, or any