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29 <br /> Section 3 . Subordinate Officers and Agents. The Board of <br /> Directors from time to time may appoint other officers or agents, <br /> each of whom shall hold office for such period, have such <br /> authority, and perform such duties as the Board of Directors from <br /> time to time may determine. The Board of Directors may delegate to <br /> any officer or agent the power to appoint any subordinate officer <br /> or agent and to prescribe that officer or agent's respective <br /> authority and duties. <br /> Section 4 . Duties. Officers shall stand in a fiduciary <br /> relation to the corporation and shall discharge the duties of their <br /> respective positions in good faith, and with that diligence and <br /> care which ordinarily prudent individuals would exercise in similar <br /> circumstances in like positions. <br /> Section 5. Removal. The officers specifically designated in <br /> Section 1 of this Article may be removed either with or without <br /> cause, by vote of a majority of the whole Board of Directors at a <br /> special meeting of the Board called for that purpose. The officers <br /> appointed in accordance with the provisions of Section 3 of this <br /> Article may be removed, either with or without cause, by the Board <br /> of Directors, by a majority vote of the Directors present at any <br /> meeting, or by any officer or agent upon whom such power of removal <br /> may be conferred by the Board of Directors. The removal of any <br /> person from office shall be without prejudice to the contract <br /> rights, if any, of the person so removed. Election or appointment <br /> of an officer shall not of itself create contract rights. <br /> 4 <br /> Ra12\1255090:006\0047496.06\10-07-94 20 <br />