1992 RES AUTHORIZING CREATION OF COP INDUSTRIAL DEVELOPMENT CORPORATION

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Directors and shall exercise the powezs of the pxesident during that officer's absence or inability to act, Any action taken by the vice president in the performance of the duties of the presi- dent shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken, Section 4, Treasurer, The treasurer shall have custody of a11 t e un s and securities of the Corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection, checks, notes, and other obligations and shall deposit the same to the credit of the Corporation in such bank or banlcs or depositories as shall be de- signated in the manner prescribed by the Board of Directors; he may sign all receipts and vouchers for payment made to the Cor- poration, either alone or jointly with such other officer as is designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall, if_ required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of tEe Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, he may sign with the nresident in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franch- ises, bonds, deeds, assignments, mortgages; notes and other in- struments of the Corporation; he shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, a11 of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 6. Compensation. Officers as such shall not re- ceive any sary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS Section 1. Effective Date, These Bylaws shall become effective only upon the occurrence of the following events: (1) The approval of these Byalws by the City Council of the City of Paris. (2) The adoption of these Bylaws by the Board of Directors. Section 2. Amendments to Articles of Incor oration and B laws Tie Artic es o Incorporation may at any time an rom time to time be amended, provided taht the Board of Directors files _ - 4- „40