(b) Election and Term. The President, Treasurer and Secretary shall be
elected by and shall hold office at the pleasure of the Board or the Manager.
The Board, the Manager or the President may elect such other officers and agents
as it shall deem desirable, who shall hold office at the pleasure of the Board,
the Manager or the President, and who shall have such authority and shall
perform such duties as from time to time shall be prescribed by the Board, the
Manager or the President.
(c) Removal. Any officer may be removed by the affirmative vote of the
Manager or the affirmative vote of at least a majority of the directors then in
office, with or without cause, for any reason or for no reason. Any officer
other than the President, the Treasurer or the Secretary may be removed by the
President, with or without cause, for any reason or for no reason.
(d) Duties and Authority of Officers.
i) President. The President shall be the chief executive
officer and (if no other person has been appointed as such) the chief operating
officer of the Company; shall preside at all meetings of the Members and
directors; shall have general supervision and active management of the business
and finances of the Company; shall see that all orders and resolutions of the
Board or the Manager are carried into effect; subject, however, to the right of
the directors to delegate any specific powers to any other officer or officers.
In the absence of direction by the Board or Manager to the contrary, the
President shall have the power to vote all securities held by the Company and to
issue proxies therefor. In the absence or disability of the President, any
Chairman (if any) or, if there is no Chairman, the most senior available officer
appointed by the Board or the Manager shall perform the duties and exercise the
powers of the President with the same force and effect as if performed by the
President, and shall be subject to all restrictions imposed upon him.
ii) Vice President. Each Vice President, if any, shall
perform such duties as shall be assigned to him or her and shall exercise such
powers as may be granted to him or her by the Manager, the Board or by the
President of the Company. In the absence of direction by the Board, the Manager
or the President to the contrary, the any Senior Vice President shall have the
power to vote all securities held by the Company and to issue proxies therefor.
iii) The Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of Directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The Secretary shall perform such other duties as
may be prescribed from time to time by the Manager or the Board.
iv) The Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and