GNC 2010 Annual Report Download - page 195

and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board of Directors.
Section 5 Chief Executive Officer. Except as the Board of Directors may otherwise determine, the Chief Executive Officer shall have the
duties and responsibilities set forth in this section. The Chief Executive Officer shall, subject to the control of the Board of Directors and, if there
be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise
signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these
Bylaws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board of Directors, or if there
be none, the Chief Executive Officer shall preside at all meetings of the stockholders and, provided the Chief Executive Officer is also a
director, the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as may
from time to time be assigned to such officer by these Bylaws or by the Board of Directors. The Board of Directors may also appoint a
President, who may also be the Chief Executive Officer. If the Chief Executive Officer and the President are not the same person, the Board of
Directors shall determine their respective responsibilities.
Section 6 Vice Presidents. Except as the Board of Directors may otherwise determine, the Vice President or Vice Presidents, if any, shall
have the duties and responsibilities set forth in this section. At the request of the Chief Executive Officer or in the Chief Executive Officer's
absence or in the event of the Chief Executive Officer's inability or refusal to act (and if there be no Chairman of the Board of Directors), the
Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of 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. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may
prescribe. If there be no Chairman of the Board of Directors, no President and no Vice President, the Board of Directors shall designate the
officer of the Corporation who, in the absence of the Chief Executive Officer or in the event of the inability or refusal of the Chief Executive
Officer to act, 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.
Section 7 Secretary. Except as the Board of Directors may otherwise determine, the Secretary shall have the duties and responsibilities set
forth in this section. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of
Directors when required. The Secretary 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, the Chairman of the Board of Directors
or the Chief Executive Officer, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to
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