EMC 2008 Annual Report Download - page 143

Download and view the complete annual report

Please find page 143 of the 2008 EMC annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 180

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180

3.13. Presence Through Communications Equipment. Unless otherwise provided by law or by the articles of organization, members of the board of
directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
3.14. Chairman of the Board. The chairman of the board of directors (if there be such an individual appointed) shall, except as the directors shall
otherwise determine, preside at all meetings of the directors and of the shareholders. The chairman of the board shall have the duties and powers specified in
these bylaws and shall have such other duties and powers as may be determined by the directors. The chairman of the board shall be a director of the
corporation.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The officers to the corporation shall be a president, a treasurer, a secretary, and such other officers, if any, as the
incorporators at their initial meeting, or the directors from time to time, may in their discretion elect or appoint. The corporation may also have such agents, if
any, as the incorporators at their initial meeting, or the directors from time to time, may in their discretion appoint. Any officer may be but none need be a
director or shareholder of the corporation. Any two or more offices may be held by the same person. Any officer may be required by the directors to give
bond for the faithful performance of such officer's duties to the corporation in such amount and with such sureties as the directors may determine.
4.2. Powers. Subject to law, to the articles of organization and to these bylaws, each officer shall have, in addition to the duties and powers herein set
forth, such duties and powers as are commonly incident to such individual's office and such duties and powers as the directors may from time to time
designate.
4.3. Appointment. The president, the treasurer, the secretary and other officers, if any, may be appointed by the board of directors at any time.
4.4. Tenure. Except as otherwise provided by law, by the articles of organization or by these bylaws, each officer of the corporation shall hold office
until such officer dies, resigns, is removed or becomes disqualified unless a shorter period shall have been specified by the terms of such officer's
appointment. Each agent shall retain authority as an agent at the pleasure of the directors.
4.5 Resignation and Removal. Any officer may resign at any time by delivering a resignation in writing to the president, the secretary or to a meeting
of the directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The directors may remove (whether or not
such individual remains in a different capacity within the corporation (either as an officer or employee)) any officer elected by them with or without cause at
any time. No officer resigning, and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the
corporation) no officer removed, shall have the right to any compensation as such officer for any period following such removal, or any right to damages on
account of such removal, whether such officer's compensation be by the month or by the year or otherwise, unless the directors in their discretion provide for
compensation.
4.6. Vacancies. If the office of any officer becomes vacant, the directors may elect or appoint a successor by vote of a majority of the directors
present. Each such successor shall hold office until such individual's successor is chosen and qualified, or in each case until the successor sooner dies, resigns,
is removed (whether or not such individual remains in a different capacity within the corporation (either as an officer or an employee)) or becomes
disqualified.
4.7. Chief Executive Officer. The chief executive officer of the corporation shall, subject to the control of the directors, have general charge and
supervision of the business of the corporation and, if
7