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<br /> <br /> <br />entire Association at any time; and the election of each officer of the Association <br />shall be subject to such power of the Board of Di rectors. <br /> <br />2. The duties of the officers of the Association shall be as follows: <br /> <br /> a. The President shall be the chief executive officer for the Association. <br /> He shall preside at all meetings of the members and directors and <br /> shall be responsible for the carrying out of their decisions on the <br /> administration of the affairs of the Association. The President shall <br /> also execute contracts, conveyances, and other documents on behalf <br /> of the Association. <br /> <br /> b. In the absence of the President or when it is inconvenient for the <br /> President to act, the Vice-President shall perform the duties and <br /> exercise the powers of the President. At any time when the Vice- <br /> President is performing a duty or exercising a power of the President, <br /> any third party dealing with the Association may presume <br /> conclusively that the Vice-President was authorized to act in his <br /> place. The Vice-President shall serve as Chairman of the <br /> Environmental Management Committee. <br /> <br /> c. The Secretary-Treasurer shall issue notice of Directors' and <br /> members' meetings if so directed by the party calling the meeting, <br /> and shall be responsible for the corporate minutes and records. The <br /> Secretary-Treasurer shall also be responsible for the custody of <br /> Association funds and securities and the keeping of adequate books of <br /> accounts. The Secretary-Treasurer shall see that all monies due the <br /> Association are received, deposited and dispersed as directed by <br /> action of the Board. The Secretary-Treasurer shall prepare an annual <br /> statement of income and expenditures to be presented to the <br /> membership at the annual meeting. <br /> <br />ARTICLE V. Amendments <br /> <br />1. These by-laws may be amended at any regular or special meeting of the <br />membership by a vote of 2/3 of the members present or voting by proxy. <br /> <br />ARTICLE VI. Operation <br /> <br />This Association shall at all times be subject to and operated in conformity with the <br />terms of the Development Covenants of the Paris Industrial Park recorded in the <br />Real Property Records of Lamar County, Texas. <br /> <br />Paris Industrial Park Property Owners Association Bylaws <br /> <br />Page 3 of 3 <br />