5.3 RESIGNATION AND REMOVAL.
An officer may resign at any time by delivering notice to the
Corporation. Such resignation is effective when such notice is delivered
unless such notice specifies a later effective date. An officer's resignation
does not affect the Corporation's contract rights, if any, with the officer.
The Board of Directors may remove any officer at any time with or
without cause, but such removal shall not prejudice the contract rights, if
any, of the person so removed.
Any vacancy in an office for any reason may be filled for the
unexpired portion of the term by the Board of Directors.
(A) CHAIRMAN. The Chairman shall preside at all meetings
of the shareholders and the Board of Directors.
(B) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
of the Corporation shall have general supervision over the active management of
the business of the Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.
(C) PRESIDENT. The President shall have the general
powers and duties of supervision and management usually vested in the office of
the President of a corporation and shall perform such other duties as the Board
of Directors may from time to time prescribe.
(D) CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall, subject to the power of the President and the Chief Executive Officer,
have general and active control of all of the financial matters of the
Corporation and shall have all necessary powers to discharge such
responsibility and shall perform such other duties as the Board of Directors,
the President, the Chief Executive Officer or the Chairman may prescribe.