ARTICLE V

Section 1. Number. The officers of the corporation shall be a president, vice president, treasurer and a secretary. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. All the officers of the corporation shall be elected by the Board, and shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of the shareholders with the exception of the President of the corporation, who shall be elected for a two (2) year term or until his successor shall have been duly elected and qualified. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer with the exception of the President shall hold office for one (1) year, or until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board whenever in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. The term of office of the President shall be two (2) years. He/She shall, when present, preside at all meetings of the shareholders and of the Board. Subject to Board approval, he/she may appoint a manager to handle the routine managerial affairs of the Corporation. He/She may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the board of directors from time to time and as further may be required by law.

Section 6. Vice President. In the absence of the president or in the event of his/her death, inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board.

Section 7. Secretary. The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provision of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation (if any) and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board or as may be required by law.

Section 8. Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these bylaws; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or by the Board or as may be required by law. If required by the Board, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine, which bond shall be paid for by the corporation.

Section 9. Assistant Secretaries and Assistant Treasurers. The assistant secretaries, when authorized by the Board, may sign with the president or a vice president certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board. The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine which bond shall be paid for by the corporation. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board or as may be required by law.

Section 10. Salaries. Officers are encouraged to serve without compensation; however, the salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

Section 11. Reports. All officers shall make such reports to the Board as to the conduct of their duties at each meeting of the Board and at the regular annual meeting of shareholders, and shall perform such other duties as the Board may direct.