Classmates.com 2006 Annual Report Download - page 118

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shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. In the absence of the
chief executive officer and president or in the event of their inability or refusal to act, an executive vice-president, if any, (in the event there be
more than one executive vice-president, an executive vice-president in the order designated by the directors) shall perform the duties of the chief
executive officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer. The vice-
presidents shall perform such other duties and have such other powers as the Board of Directors or chief executive officer may from time to time
prescribe.
Section 5.8 The Secretary and Assistant Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors
or chief executive officer, under whose supervision he/she shall be. He/she shall have custody of the corporate seal of the Corporation and
he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by
his 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 signature.
The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be
no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act,
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 may from time to time prescribe.
Section 5.9 The Chief Financial Officer. The chief financial officer shall be the chief financial officer of the Corporation, shall have the
custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may
be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the chief executive officer and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the
Corporation. If required by the Board of Directors, he/she shall give the Corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his/her office
and for the restoration to the Corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his/her control belonging to the Corporation.
The treasurer or an assistant treasurer, in the order determined by the Board of Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the chief financial officer or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the Board of Directors may
from time to time prescribe.
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