GNC 2010 Annual Report Download - page 194

ARTICLE IV
OFFICERS
Section 1 General. The Board of Directors shall elect a Chief Executive Officer and Secretary, and it may, if it so determines, choose a
Chairman of the Board of Directors (who must be a director). The Board of Directors may also choose a President, one or more Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall from time to
time deem necessary or desirable. Any officer may resign at any time upon written notice to the corporation. Any number of offices may be held
by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need
not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the
Corporation.
Section 2 Election. The Board of Directors shall elect the officers of the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the
Corporation shall hold office until such officer's successor is elected and qualified, or until such officer's earlier death, resignation or removal.
Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors. The
Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective
duties and powers.
Section 3 Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief
Executive Officer, the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer
may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy
at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and
may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might
have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other
person or persons.
Section 4 Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. Initially, the Chairman of the Board of Directors shall be Norman Axelrod. Except where by law the
signature of the Chief Executive Officer is required, the Chairman of the Board of Directors shall possess the same power as the Chief
Executive Officer to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors.
During the absence or disability of the Chief Executive Officer, the Chairman of the Board of Directors shall exercise all the powers and
discharge all the duties of the Chief Executive Officer. The Chairman of the Board of Directors shall also perform such other duties
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