1992 RES AUTHORIZING CREATION OF COP INDUSTRIAL DEVELOPMENT CORPORATION

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Section 6, Conduct of Business, At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation sha11 be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice- president shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 7. Executive Committee, The Board of Directors, by resolution passed by a majority o the directors in office, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such re- solution, sha11 have and may exercise all of the authority of the Board of Directors in the managernent of the Corporation, except where action of the Board of Directors is specified by laxa. The executive committee shall act in the manner provided in such resolution. The executive committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office of the Corporation, and shall report the same to the Board of Directors from time to time. Section 8. Com ensation of Directors. Directors as such shall not receive any sa ary o compensation for their services, except that they sha11 be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IZI OFFICERS Section 1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. One person may hold more than one office, except that the President sha11 not hold the office of secretary. Terms of office sha11 not exceed three years. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the en- tire Board of Directors, A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 2. Powers and Duties of the President. The president~l-be t e c ie executive o icer o the Corporation and, subject to the Board of Directors, he shall be in general charge of the properties and affairs of the Corporation; he shall preside at a11 meetings of the Board of Directors; in furtherance of the purposes of this Corporation, he may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corpor- ation. Section 3. Vice President. The vice nresident shall have such powers and duties as may be assigned to him by the Board of -3- .