Common use of The Secretary and Assistant Secretaries Clause in Contracts

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officerchief executive officer, the Presidentpresident’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these By-Laws Amended and Restated Bylaws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, chief executive officer (or, in the absence of a Chief Executive Officerchief executive officer, the President), the President president) or these By-Laws Amended and Restated Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer (or, in the absence of a chief executive officer, the President president) or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposepurpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Chief Executive Officer’s (or, in the absence Board of a Chief Executive Officer, the President’s) Directors’ supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive OfficerChairman of the Board, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries in the order determined by the Board of Directorsassistant secretaries, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary may, from time to time, prescribe. The Secretary and any Assistant Secretary shall have the powers and perform the duties incident to those positions.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these Byby-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposepurpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Chief Executive Officer’s (or, in the absence Board of a Chief Executive Officer, the President’s) Directors’ supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive OfficerChair of the Board, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws Bylaws may, from time to time, prescribeprescribe or which otherwise are incident to the position of Secretary; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries in the order determined by the Board of Directorsassistant secretaries, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chair of the Board, the Chief Executive Officer, the President President, or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) 's supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws laws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President Officer or these By-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretary, or an Assistant Secretary, shall have authority to affix the any corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, the President Officer or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books book(s) to be kept for that purpose. Under the Chief Executive Officerpresident’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary (i) shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; (ii) shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President president or these Byby-Laws laws may, from time to time, prescribe; and (iii) shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerpresident, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these By-Laws bylaws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these By-Laws bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, if any, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, if any, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerpresident’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President president or these Byby-Laws may, laws may from time to time, time prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerpresident, the President or the Secretary may, secretary may from time to time, time prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) president's supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officerchairman, the President), the President president or these Byby-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchairman, the President president, or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposepurpose or shall ensure that his or her designee Table of Contents attends each such meeting to act in such capacity. Under the Chief Executive Officer’s (or, in the absence Board of a Chief Executive Officer, the President’s) Directors’ supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive OfficerChairman of the Board, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries in the order determined by the Board of Directorsassistant secretaries, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary may, from time to time, prescribe. The Secretary and any Assistant Secretary shall have the powers and perform the duties incident to those positions.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of DirectorsBoard, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposepurpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) Chairman's supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws laws or by law; shall have such powers and perform such duties as the Board of DirectorsBoard, the Chairman, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the CorporationCompany. The Secretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation Company and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries in the order determined by the Board of DirectorsSecretaries, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of DirectorsBoard, the Chairman, the Chief Executive Officer, the President President, or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directors, all meetings of the committees thereof directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and the board of directors in a book or books to be kept for that purposepurpose and shall perform like duties for the standing committees when required. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary The secretary shall give, or cause to be given, notice of all notices required to be given by these By-Laws or by lawmeetings of the stockholders and special meetings of the board of directors; shall have such powers and perform such other duties as may be prescribed by the Board board of Directorsdirectors or president, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President under whose supervision he or these By-Laws may, from time to time, prescribeshe shall be; and shall have custody of the corporate seal of the Corporation. The Secretarycorporation and the secretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directors, the Chief Executive Officer, the President or the Secretary may, directors may from time to time, time prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) chief executive officer's supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these Byby-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these Byby-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders Members and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) 's supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws this Agreement or by law; and shall have such other powers and perform such other duties as the Board of Directors, the Chief Executive Officer, (or, in the absence of a Chief Executive OfficerPresident, the President), the President Chief Operating Officer or these By-Laws this Agreement may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, Secretary or an Assistant Secretary, Secretary shall have authority to affix attest to the corporate seal names, titles and specimen signatures of the Board of Directors, committee members and officers of the Company, and to any instrument requiring it the adoption and when so affixed, it may be attested by his or her signature or content of resolutions duly adopted by the signature of such Assistant Secretary. The Board of Directors may give general authority foregoing and to any other officer to affix the seal authentication of the Corporation and to attest the affixing by his or her signatureCompany's governing documents. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive OfficerPresident, the President or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these By-Laws bylaws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these By-Laws bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerpresident’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these By-Laws bylaws or by law; and shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President president or these By-Laws bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerpresident, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books book(s) to be kept for that purpose. Under the Chief Executive OfficerPresident’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary (i) shall give, or cause to be given, all notices required to be given by these By-Laws bylaws or by law; (ii) shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws bylaws may, from time to time, prescribe; and (iii) shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive OfficerPresident, the President or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these By-Laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these By-Laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposepurpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Chief Executive Officerchairman of the board’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these By-Laws laws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officerchief executive officer, the President), the President president or these By-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, any of the Assistant Secretaries in the order determined by the Board of Directorsassistant secretaries, shall, shall in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officerchief executive officer, the President president, or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders Members and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive OfficerPresident’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws this Agreement or by law; and shall have such other powers and perform such other duties as the Board of Directors, the Chief Executive Officer, (or, in the absence of a Chief Executive OfficerPresident, the President), the President Chief Operating Officer or these By-Laws this Agreement may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, Secretary or an Assistant Secretary, Secretary shall have authority to affix attest to the corporate seal names, titles and specimen signatures of the Board of Directors, committee members and officers of the Company, and to any instrument requiring it the adoption and when so affixed, it may be attested by his or her signature or content of resolutions duly adopted by the signature of such Assistant Secretary. The Board of Directors may give general authority foregoing and to any other officer to affix the seal authentication of the Corporation and to attest the affixing by his or her signatureCompany’s governing documents. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive OfficerPresident, the President or the Secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officer’s (or, in the absence of a Chief Executive Officer, the President’s) president's supervision, the Secretary secretary shall give, or cause to be given, all notices required to be given by these Byby-Laws laws or by law; shall have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President president or these Byby-Laws laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directors, the Chief Executive Officer, the President directors or the Secretary president may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary secretary shall attend all meetings of the Board board of Directorsdirectors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the Chief Executive Officerchief executive officer’s (or, in the absence of a Chief Executive Officer, the President’s) supervision, the Secretary secretary shall (i) give, or cause to be given, all notices required to be given by these By-Laws Bylaws or by law; shall , (ii) have such powers and perform such duties as the Board board of Directorsdirectors, the Chief Executive Officer, (or, in the absence of a Chief Executive Officer, the President), the President chief executive officer or these By-Laws Bylaws may, from time to time, prescribe; , and shall (iii) have custody of the corporate seal of the Corporationcorporation. The Secretarysecretary, or an Assistant Secretaryassistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretaryassistant secretary. The Board board of Directors directors may give general authority to any other officer to affix the seal of the Corporation corporation and to attest the affixing by his or her signature. The Assistant Secretaryassistant secretary, or if there be more than one, the Assistant Secretaries assistant secretaries in the order determined by the Board board of Directorsdirectors, shall, in the absence or disability of the Secretarysecretary, perform the duties and exercise the powers of the Secretary secretary and shall perform such other duties and have such other powers as the Board board of Directorsdirectors, the Chief Executive Officerchief executive officer, the President or the Secretary secretary may, from time to time, prescribe.

The Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof Directors (other than executive sessions thereof) and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purposepurpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the Chief Executive Officer’s (or, in the absence Board of a Chief Executive Officer, the President’s) Directors’ supervision, the Secretary shall give, or cause to be given, all notices required to be given by these By-Laws Bylaws or by law; shall have such powers and perform such duties as the Board of Directors, the Chief Executive OfficerChairman of the Board, (or, in the absence of a Chief Executive Officer, the President), the President or these By-Laws Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The Secretary, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries in the order determined by the Board of Directorsassistant secretaries, shall, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President President, or the Secretary may, from time to time, prescribe.