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<br />(a) It shall carry out all of the duties necessary for the proper operation and <br /> <br /> <br />administration of the Corporation on behalf of the Members and to that end shall have all <br /> <br /> <br />of the powers necessary and desirable for the effective administration of the affairs of the <br />Corporation. <br /> <br />(b) It shall be authorized to contract with any qualified individual, firm or <br /> <br /> <br />organization to perform any of the functions necessary for the effective administration or <br /> <br /> <br />operation of the Corporation, or to provide for the fiscal protection of the Corporatiorior <br /> <br /> <br />in keeping with its fiduciary responsibilities as Directors. <br /> <br />(c) It may hire attorneys, accountants, consultants, or such other professional persons <br /> <br /> <br />that it may deem necessary aid to or for the Corporation. Those persons shall be paid as <br /> <br /> <br />provided in the contract for hire as. executed by the Chair of the Board. <br /> <br />(d) It shall have the general power to make and enter into all contracts, leases and <br /> <br />agreements necessary or convenient to carry out any of the powers granted under these <br /> <br />bylaws or by any other law. <br /> <br />(e) It shall provide for an annual audit of the books of the Corporation to be supplied <br /> <br /> <br />to the Membership within 120 days following the close of each Corporation Year, or as <br /> <br /> <br />soon thereafter as practicable. <br /> <br />l669\02\Draft Bylaws <br /> <br />8 <br />