6.9 Secretary. The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the
names of those present at directors meetings or committee meetings, the number of shares present or represented at stockholders meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporations transfer agent
or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of
certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.
The secretary shall give,
or cause to be given, notice of all meetings of the stockholders and of the board of directors or any committee of directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws. In the event of the absence, inability or refusal to act of the secretary, any assistant secretary shall
perform the duties and exercise the powers of the secretary.
6.10 Chief Financial Officer. The chief financial officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.
The chief
financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered
by the board of directors, shall render to the president and directors, whenever they request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation and shall have other powers and perform
such other duties as may be prescribed by the board of directors or the bylaws.
6.11 Representation of Shares and Securities of Other
Entities. The chair of the board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or other securities of, or interests in, or issued by, any other entity or entities, and all rights incident to any management
authority conferred on this corporation in accordance with the governing documents of any entity or entities, standing in the name of this corporation, including the right to act by written consent. The authority granted herein may be exercised
either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
6.12 Authority and Duties of Officers. In addition to the foregoing authority and duties, all officers of the corporation shall
respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or, for the avoidance of doubt, any duly authorized committee or
subcommittee thereof or by any officer who has been conferred such power of designation and, to the extent not so provided, as generally pertain to each such office, subject to the control of the board of directors.
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