EFTA01377407

By-Laws Page 3 ARTICLE IV OFFICERS SECTION 1. Election. The Board of Trustees shall select a President, a Secretary and a Treasurer and may select one (1) or more Vice-Presidents, Assistant Secretaries or Assistant Treasurers, who shall be elected by the Board of Trustees at their regular annual meeting held annually on a date from time to time specified by the Board. The term of office shall be for one (1) year and until their successors are chosen. No one of such officers, except the President, need be a Trustee, but a Vice-President who is not a Trustee, cannot succeed to or fill the office of President. Any two (2) of the above-named offices, except those of President and Secretary, may he held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one (I) capacity. The Board of Trustees may fix the salaries of the officers of the Corporation. SECTION 2. The Board of Trustees may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the Corporation. All officers and agents shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be designated by the Board of Trustees. Any officer or agent may be removed, or any vacancies filled by the Board of Trustees whenever, in their judgment, the business interests of the Corporation will be served thereby. SECTION 3. The Board of Trustees may secure the fidelity of any or all such officers by bond or otherwise. ARTICLE V DUTIES OF OFFICERS SECTION 1. President. The President shall be the chief executive officer of the Corporation, and in the recess of the Board of Trustees shall have the general control and management of its business and affairs subject, however, to the right of the Board of Trustees to delegate any specific power, except such as may be by statute exclusively conferred upon the President, to any other officer or officers of the Corporation. He shall preside at all meetings of the Trustees and all meetings of the member, unless otherwise determined by the member. SECTION 2. Vice-President. In case the office of President shall become vacant by death, resignation or otherwise, or in case of the absence of the President or his inability to discharge the duties of his office, such duties shall, for the time being, devolve upon the Vice-President, who shall CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0074208 SDNY_GM_00220392 EFTA01377407