EMC 2008 Annual Report Download - page 144

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the chairman of the board is unable to do so pursuant to Section 3.14, preside at all meetings of the shareholders and of the directors, unless the board of
directors shall otherwise determine. Except as the directors may otherwise determine, the president shall be the chief executive officer.
4.8. President and Vice Presidents. The president 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.
Any vice presidents shall have such duties and powers as shall be designated from time to time by the directors.
4.9. Treasurer and Assistant Treasurers. The treasurer shall have the duties and powers specified in these bylaws and shall have such other duties and
powers as may be designated from time to time by the directors.
Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the directors.
4.10. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the shareholders in a book or series of books to be kept
therefor, which book or books shall be kept at the principal office of the corporation or at the office of its transfer agent or of its secretary and shall be open at
all reasonable times to the inspection of any shareholder. In the absence of the secretary from any meeting of shareholders, an assistant secretary, or if there be
none or such assistant secretary is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof in the aforesaid book. Unless a
transfer agent has been appointed, the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names
and record addresses of all shareholders and the amount of stock held by each. The secretary shall keep a true record of the proceedings of all meetings of the
directors and in the secretary's absence from any such meeting an assistant secretary, or if there be none or such assistant secretary is absent, a temporary
secretary chosen at the meeting, shall record the proceedings thereof. The secretary shall also have such other duties and powers as may be designated from
time to time by the directors.
Any assistant secretary shall have such other duties and powers as shall be designated from time to time by the directors.
The secretary shall also serve and may be referred to as the clerk of the corporation and each assistant secretary shall also serve and may be referred to as
an assistant clerk of the corporation.
Section 5. CAPITAL STOCK
5.1. Number and Par Value. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue
shall be as stated in the articles of organization.
5.2. Stock Certificates. Each shareholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of
the shares held by such shareholder, in such form as shall, in conformity to law, be prescribed from time to time by the directors. Such certificate shall be
signed by the president or a vice president and by the treasurer or an assistant treasurer. Such signatures may be facsimiles. In case any officer who has signed
or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if such individual were such officer at the time of its issue.
5.3. Loss of Certificates. In the case of the alleged loss or destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such conditions as the directors may prescribe.
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